Unassociated Document


    


    Working
Interest Purchase and Sale

    


    


    
      THIS WORKING INTEREST PURCHASE AND SALE
AGREEMENT (“the
Agreement”) is made and
entered into effective the 29 th day of January, 2009, by and between
Wellington Capital Management Inc., whose address is, Centerville House, 4th Floor,
2nd
Terrace West, Nassau, Bahamas, a Bahamas corporation (“Seller”), and Tiger
Renewable Energy Ltd. whose address is, Sino Favour Centre, 1 On Yip
Street, Suite 1302, Chai Wan, Hong Kong, a Nevada
Corporation, (“Purchaser”) and 

       

    

    Seller and Purchaser
are sometimes collectively
referred to herein as “the
Parties”.

    


    W I T N E S
S E T H

    


    WHEREAS, Purchaser is an operating public
energy company listed on the OTC BB stock exchange and desires to acquire
operating Oil and Gas assets, and

    


    WHEREAS, Seller is an Oil and Gas Portfolio
Management Company and represents that they own, control, have under agreement
to acquire or option to acquire or have working interests in certain Oil and Gas
Leases, hereinafter sometimes referred to as “Oil and Gas Leases” or
contractually and more specifically for this agreement
the   “GP project which
covers the Fowlkes Station leases” located within the field description as
follows:

    


    The Oil and Gas Leases cover approximately
323 net acres in the Fowlkes Station
leases GP Project
Area; and are legally
described as;

    


    1) Cochran B
Lease:

    


    Oil and
Gas Lease dated January 28, 1922 and recorded in Volume 201, Pages 155 21 et
seg. of the Deed Records of Wichita County, Texas by and between N.O. Danoigar,
an lessor, and X.E. Timblin, as lessee, but only insofar as the said Oil and Gas
Lease covers the following lands:

    


    A tract
of 20 acres out of the Northeast one-fourth of Section 14, H i C N RR. Co.
Survey, A-397, Wichita County, Texas, described by metes and bounds as
follows;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    BEGINNING
a distance of 237.5 varas East of the Northwest corner in the North line of a
320 acre tract conveyed to B.S. Cochran by E.T. Brown; THENCE South parallel
with the west line of the said E.T. Brown tract a distance of 475 varas to a
stakes THENCE East 237.3 wares parallel to the North Line of the said E.T. Brown
tracts THENCE North 475 varas parallel to the West line of the said Brown tract;
THENCE West 237.5 varas to the PLACE OF BEGINNING, said 20 acre tract also being
the East 1/2 of the Northwest 1/4 of the Northeast 1/4 of Section 14, H & G
N RR. Co. Survey, A-397, Wichita County, Texas, limited to depths from the
surface down to 2,000 feet subsurface.

    


    2) Cochran C
Lease:

    


    Oil and
Gas Lease dated June 3, 1913 and recorded in Volume 65, Pages 537 et. Seg.of the
Deed Records of Wichita County, Texas by and between J,K. Parr, Trustee, as
lessor, and W.H. Caperton, as lessee, but only insofar as the said oil and Gas
Lease covers the following lands:

    


    A tract
of 20 acres out of the Northeast one-fourth of Section 14, H a 0 N RR. Co:
Survey, A-397, Wichita County, Texas, described by mates and bounds as
follows,

    BEGINNING
at the Northwest corner of the Northeast one-fourth of the said Section 14;
THENCE East 237.5 vans to a stake! THENCE South 475 varas to a stakes THENCE
West 237.5 varasi THENCE North 475 varas to the PLACE OF BEGINNING, limited to
depths from the surface down to 7,000 foot subsurface.

    


    3) White
Lease:

    


    Oil and
Gas Lease dated September 15, 1954 and recorded in Volume 644, Pages 22 nt dna.
of the deed Records of Wichita county, Texas by and between James M. White, Sr.,
and others, as lessor, and Ace Reid, and others, as lessee, but only insofar as
the said Oil and Gas Lease covers the following lands:

    


    A tract
of 60 acres, Vlore or labs, out H & G N Ry Co. Survey Ho. 1141A-147, in
Wichita County, Texas, limited to the depths from the surface down to 2,700 feet
subsurface, the said 60 acre tract being more particularly described as
follows:

    


    Being A
part of an original lease of 120 acres of land, from James E. White, Jr., et al,
to Ace Reid, et al, dated September 15, 1954 and recorded in Volume 644, Page
31, Deed Records of Wichita County, Texas and being described as
follows:

     

    Being a
part of a certain 402.5 acres of land out of the H & G N RR. Co. Survey No.
11, Abstract 147, which lies  south of the FW and DC RR. right-of-way,
Wichita County,  Texas, and further described as follows:

     

    
      
        
        

      

      
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    BEGINNING
at a point in the West Boundary line of said Survey No. 11, Abstract No. 147,
which point is 3,100 feet North from the Southwest corner of said Survey, and
which point is the Northwest corner of a certain 40 acre tract previously
assigned by Ace Reid, et al, to W.F. Palmer; THENCE East along the North line of
said Palmer 40 acre tract 1,980 feet to a stake for corner, THENCE South along
the east line of said Palmer 40 acre tract 660 feet to a stake in the North line
of a tract of land under lease to S.W. Owens as described in the lease agreement
dated February 16, 1948 and recorded in Volume 474, Pages 243 It Eta. of the
Deed Records of Wichita County, Texas;

    


    THENCE
East along the North line of said Owens 80 acre tract of land 1,9801feet to a
stake in the right-of-way of the FW A DC RR. Co. Survey; THENCE North 63• West
along the boundary line of the FW & DC RR. Co. right-of-way 4,524 feet to
the Northwest corner of said 402.5 acre tract: THENCE South along the West
boundary line of said Survey 11 to the PLACE OF BEGINNING, limited to the
production of oil from the surface down to a depth of 2,700 feet
subsurface.

    


    THERE IS
EXCEPTED FROM THE ABOVE DESCRIBED PROPERTY AND  NOT COVERED HEREBY all
of the following described, Lots and blocks out of what is known as the
subdivision of the Fowlkes Townsite and H. B. Hines, et al land according to
plat thereof and being a subdivision of said 402.5 acres of land, to wit: Lots
22, 23 & 24 of Block 21 Lots 22, 23 & 24 of Block 3; all of Block No. 4;
Lots 21, 24, 23 & 24 of Block No. 6, Lot 24 of Block 8.

    


    4) James White
Lease:

    


    James
White Lease being a tract of forty acres, more or less, out of H & G N RR.
Co. Survey Number 11, Abstract 147, in Wichita County, Texas, being more
particularly described as follows: Being a part of an original lease of 120
acres of land from James M. White, Jr. et al, to Ace Reid, et al, dated
September 15, 1954 and recorded in volume 644, Page 31, Deeds Records of Wichita
County, Texas and being described as follows: Being a part of a certain 402.5
acres of land out of the H & G N RR Co. Survey No. 11, Abstract 147, which
lies South of the FW & DC RR. Right-of-Way, Wichita County, Texas, and
further described as follows:

    Beginning
at a point in the West boundary line of said Section No. 11, H & G.N. RR.
Co. Survey, Abstract No. 147 which point is 2310 feet north from the Southwest
(S.W.) corner of said survey;

    Thence
East 1319.51 feet to a point in the West line of a certain 80 acre tract of land
which was under lease of Oil and Gas to W.M. Owens as described in the lease
agreement dated Feb. 16, 1948, recorded in Vol. 474, page 243 Deeds Records of
Wichita County, Texas;

     

    
      
        
        

      

      
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    Thence
North along the West boundary line of said Owens 80 acre tract of land 330 feet
to its Northwest (N.W.) corner;

    Thence
East along the North line of said Owens 80 acre tract of land 660 feet to
corner;

    Thence
North parallel to the West boundary line of said survey No. 11 a distance
of 1980 feet to the West boundary line of said survey; Thence South along the
West boundary line of said survey No. 11 a distance of 990 feet to the point of
beginning, and containing 40 acres of land;

     

    5) Lincoln
Lease:

     

    Oil and
Gas Lease dated October 12, 1954 and recorded in Volume 643, Pages 421 et seg.
of the Deed Records of Wichita County, Texas by and between Abe Lincoln, as
lessor, and Winfrey Drilling Company, as lessee, but only insofar as the said on
and Gas Lease covers the following lands:

    


    All of
the East 20 acres of the Southwest one-fourth or the Northeast one-fourth of
Block 14 L.M.. Collins Survey, A-397, in Wichita County, Texas, limited to the
depths from the surface down to 2,000 feet subsurface.

    


    6) Abe Lincoln
Lease:

    


     

    1) Oil
and Gas Lease dated October 13, 1954 and recorded in Volume 643, Pages 29 et
seg. of the Deed Records of Wichita County, Texas by and between Abe Lincoln, as
lessor and L.Frank Palmer, as lessee; and

     

    2) Oil
and Gas Lease dated October 13, 1954 and recorded in Volume 643, Pages 27 et seg
of the Deed Records of Wichita county,  Texas by and between Minnesota
Mutual Life Insurance co., as  lessor, and L.Frank Palmer, as
lessee;

    


    but only
insofar as the said oil and Gas Leases cover all of that portion of the East
one-half of the Northeast one-fourth of Section 14, L.M. Collins Survey, A-397,
in Wichita County, Texas lying South of the South line of the Fort Worth and
Denver right-of-way, consisting of 73 acres, more or less, limited to the depths
from the surface down to a depth of 2,000 feat subsurface.

     

    
      
        
        

      

      
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    Oil and
Gas Lease dated September 15, 1954 and recorded in Volume 644, Pages 32 et seg.
of the Dead Records of Wichita County, Texas by and between James N. White, Jr.,
at al, as lessor, and Ace Reid, and others, as lasses, but only insofar as the
said Oil and Gas Lease covets a 40 ace tract of land out of the H&G N Ry Co.
Survey No. 11, A-147; Wichita County, Texas, as to depths from 701 fact
subsurface down to 2,700 fast subsurface, the said' 40 acre tract being more
particularly described in that certain Assignment of -oil and Gas Lease recorded
in volume 644, Pages 34 et seg• of the Deed Records of Wichita
County,  Texas to which reference is here made.

    


    7) Douglas /Douglas D
Lease:

    


    Oil and
Gas Lease dated August 25. 1954 and recorded in volume 639. Pages 161 ~ lag. or
the Deed Records of Wichita County, Texas by and between Minnie L. Douglas, and
others, as lessor, and W.F. Palmer, and others, as lessee, but only insofar as
the said Oil and Gas Lease covers the following lands:

    


    All of
the East 70 acres of the North 80 acres of the West One-half of Section 14, L.M.
Collins Survey, A-397, in Wichita County, Texas, limited to the depths from the
surface down to 2,100 Cast subsurface

    


    2. Oil
and GAS Lease dated October 18, 1954 and recorded in Volume 642, Pages 145 et
seg. of the Deed Records of Wichita County, Texas by and between Minnie L.
Douglas, and others, as Lessor, and W.F. Palmer, and others, as lessee, but only
insofar as' the said Oil and Gas Lease covers the following lands:

    


    All of
the East 112 of the Southeast 1/4 of the Northwest 1/4 of Section 14, L.M.
Collins Survey, A-397 in Wichita  County, Texas, limited to the depths
from the surface down to 2,100 feet subsurface.

    


    Oil and
Gas Lease dated September 27, 1954
and             recorded
in Volume 642, Pages 149 at seg.of the Deed Records of Wichita County, Texas by
and between Douglas Mineral Trust, as lessor, and W.F. Palmer, as lessee, but
only insofar as the said Oil and Gas Lease covers

    the
following lands:

    


    All of
the West one-half of the Southwest one-fourth of the Northeast one-fourth ~t
Section 14, L.M. Collins survey, A-397, Wichita County, Texas, consisting of 20
acres, more or less, limited to the depths from the surface down to 2,100 feet
subsurface.

     

    
      
        
        

      

      
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    WHEREAS,
Purchaser desires to acquire a 30% working interest in the GP Project that is
currently returning to production 40 existing wells under a PHASE 1 program and
also plans under a PHASE 2 program rework the 40 wells and perforate other
existing Zones behind the pipe and use a number of methods to increase
production.

     

    WHEREAS, Purchaser has agreed that all rights, titles,
interests and privileges granted herein unto Purchaser and all rights and obligations
attributable thereto after the date hereof shall be owned and borne by Purchaser
in the percentage set forth in this agreement.

    


    NOW,
THEREFORE, in consideration
of the mutual covenants herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties hereto agree as follows:

     

    ARTICLE
I

    


    A.  Purchaser Oil and Gas
Lease Working Interest

    


     Following the receipt
from Purchaser of a
timely and duly executed original of this Agreement, Seller will acknowledge the
Purchaser has purchased
and is considered on title as a Working Interest owner in the oil and gas leases
it acquires and made a part hereof, of the undivided thirty (30%) working interest
and to the Oil and Gas Leases acquired by Seller subject to the following terms,
conditions, reservations and limitations:

    


    1. The above mentioned Working Interest
shall be made without warranty of any kind, express or implied, except by,
through and under Seller.

    


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

    


    a) The terms and provisions in the Oil
and Gas Leases subject to this agreement;

    


    b) The terms and provisions of this
agreement;

     

    
      
        
        

      

      
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    c) In the event any oil and gas lease
acquired within the lease Area and subject to this Agreement, covers less than
the full undivided fee estate in the oil, gas and associated hydrocarbons in the
lands covered thereby, or in the event the leasehold interest acquired covers
less than 100.00% of the leasehold estate in said lease, then as to such oil and
gas lease the interest assigned and the overriding royalty interests reserved
herein shall be proportionately reduced as to the interest acquired;
and

    


    d) Seller
shall deliver to Purchaser as described in this
document with 30% working Interest from a net revenue interest of 75%.

    


    3. The interest to be assigned to
Purchaser and the interest reserved herein below
unto Seller shall be subject to their proportionate share of all royalties,
taxes and operating costs.

    


    B. Consideration

    


    As consideration, Purchaser shall pay to Seller in the amount set
forth opposite Purchaser’s name in the following table which
represents Purchaser’s share of the Oil and Gas Leases,
land, and geology and geophysics currently in possession of Seller within the
Contract Area along with Purchaser’s share completion costs for up to 40
wells to be reworked on the GP Project Fowlkes
Station leases being
acquired by Seller;

     

    
      
        	
                Purchaser

              	
                Working
      Interest %

              	
                Amount

              
	
                Tiger Renewable Energy
      Ltd

              	
                30%

              	
                $ US
    1,000,000

              


      

       

    

    Payment for the Working Interest
is to be paid as
follows;

    


    $ 250,000 by April 30
2009.

    $ 250,000 by May   30
2009.

    $ 250,000 by June   30
2009.

    $ 250,000 by July   30
2009.

    


    Seller will provide wire instructions to
effect receipt of payment.

     

    
      
        
        

      

      
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    C. Initial Wells
Carry:

     

    Purchaser agrees to bear its proportionate
30% share of all turnkey costs which includes royalties, taxes,
operating costs for
all wells  (as defined in Article I.E
below), in which it elects to participate, located within the leased Project Area up through the
tanks.  Such total amount to be paid out of the Purchaser’s
income Working Interest participation. For the purposes of this agreement,
through the tanks shall be defined as that point at which the well is hooked up
to a sales line with all necessary production facilities installed in the event
it is a gas well and that point at which all necessary production facilities
(including tanks and batteries) are installed in the event is an oil
well.

    


    D. In-or-Out on Prospect
Well Completions

     

    All participating parties in the Initial
Wells of a given Project elect to complete said well and Purchaser cannot elect to non-consent the
completion, the rights of Purchaser for said Project shall, ipso facto,
terminate and there shall be an automatic reversion to Seller of all rights, titles and interests
assigned to Purchaser pursuant to the terms and provisions of
this Agreement.  Such interest shall be free and clear of all
leasehold burdens, liens and encumbrances not specifically authorized in this
agreement.

     

    ARTICLE
II

    


    Operating
Agreement

    


    It is
agreed that the execution of this agreement by the parties hereto shall also
constitute acceptance of the terms of a industry standard Operating
Agreement,  and said Operating Agreement shall become effective as of
the date hereof as to all operations and other activities conducted on the
Contract Area described therein.  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.

     

    
      
        
        

      

      
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    ARTICLE
III

    


    Area of Mutual
Interest

    


    The GP Project Fowlkes Station
leases and any
new lease to be acquired under
this agreement, identified within the legal descriptions above, shall be
designated as an Area of Mutual Interest (“AMI”) which shall expire on the
termination of this Agreement.  If any party hereunder acquires any
interest within the AMI, the acquiring party will notify the non-acquiring party
in writing of the terms of the acquisition and any costs and/or obligations
incurred pursuant thereto within fifteen (15) days following the
acquisition.  The non-acquiring party will elect in writing within
thirty (30) days from its receipt of such notice, as to its election to
participate or not participate with its proportionate share of the
acquisition.  Each non-acquiring party’s election to participate will
be accompanied by payment of its share of costs associated with the
acquisition.  If the non-acquiring party elects not to participate
with its proportionate share of the acquisition, the acquiring party may retain
the interest for its own benefit.

    


     The non-acquiring party’s failure
to respond and make payment within the designated time frame shall be deemed an
election not to participate in the acquisition. If the interest acquired covers
lands lying partially inside and partially outside the boundaries of the AMI,
the acquiring party shall offer the entirety of such interest to the
non-acquiring party.  If a non-acquiring party acquires its
proportionate share of such interest, the lands lying outside the AMI and
covered by the interest acquired, shall become a part of the GP Project Fowlkes
Station leases and any new lease to be
acquired subject to this Agreement and the AMI
shall be enlarged to include said lands.  Each lease, right, title or
interest acquired under the terms of this AMI shall be subject solely to the
burdens specified in this agreement and shall include specifically the carried
working Interest specified in hereinabove.

    


    The
prospect needs to be evaluated by Purchaser’s verification
efforts with the understanding that a certain amount of risk is involved in the
search and joint venture of oil production in this field despite third party
geological reports and efforts by Seller to determine that there are economic
quantities of oil to be produced from the GP Project Fowlkes Station
leases or any
new lease to be acquired under
this agreement.

    


     Seller
does not normally deal with individuals or companies who are not other oil
companies or experienced service contractors or sophisticated investors, and it
is understood all parties have experience in the oil and gas industry or
understand the risks associated with doing business within that
industry.

     

    
      
        
        

      

      
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    Seller was formed to be engaged in the
secondary recovery of Oil and Gas projects. It is also understood Seller was
formed to provide stable turn key projects for investors wishing to financially
participate in the direct outcome of specified Oil and Gas projects. Seller
specializes in identifying and acquiring project interests that provide in house
drilling and work over equipment and experience to perform Co2 and water flood
oil recovery projects to recover additional oil from fields.

     

    ARTICLE
IV

    


    Miscellaneous

    


    A. Paragraph
Headings

    


    The
paragraph headings inserted in this agreement are utilized solely for reference
purposes and do not constitute substantive matter to be considered in construing
the terms of this agreement.

    


    
      B.
Time is of the Essence

    

    


    It is
specifically understood and agreed that time is of the essence
hereof.

    


    
      C.
Liability

    

    


    All
liability hereunder shall be several and not joint or collective.  It
is not the purpose of this agreement to create a Partnership  for a
specific purpose, joint venture, or any other relationship,
which would render the parties liable as Parties, associates, or joint
ventures.

     

    
      D.
Reassignment

    

    


    If any
party hereto desires to release, surrender, abandon or let expire any of the Oil
and Gas Leases, it shall first give the other parties sixty (60) days advance
written notice thereof and the other parties shall have the right at their
option to receive an assignment of said lease(s) at no cost to the parties
receiving the assignment.

    


    E. Entire Agreement

    


    This
agreement contains the entire agreement between the parties hereto relative to
the  GP Project Fowlkes
Station leases and
any new lease to be
acquired outlined as described in legal descriptions
above.  Any prior agreements, promises, negotiations or
representations not expressly set forth in this agreement are of no force and
effect.  No variations, modifications, or changes herein or hereof
shall be effective unless evidenced by a written document executed by the
parties hereto.

     

    
      
        
        

      

      
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    F. Counterparts

    


    This
agreement may be executed in any number of counterparts and each counterpart so
executed shall have the same force and effect as an original instrument and as
if all of the parties to the aggregate counterparts had signed the same
instrument, provided that this agreement shall not be effective, as to any party
until executed by the party hereto.

    


    


    G. Binding Agreement

    


    The
terms, covenants and conditions of this agreement shall be binding upon and
shall inure to the benefit of the parties hereto and to their respective heirs,
devisees, legal representatives, successors and assigns, and such terms,
covenants and conditions shall be deemed covenants running with the land;
however, it is stipulated that no assignment or transfer by Purchaser however
accomplished, of any right, title or interest acquired hereunder shall relieve
Purchaser of any
liability or obligation
previously incurred unless otherwise agreed to in writing by the parties subject
hereto.

    


    H. News
Releases

    


    Any party
hereto desiring to issue a news release concerning operations conducted on the
Contract Area shall provide the other parties hereto with copies of the proposed
release and no such news release shall be issued without first obtaining the
written consent of all parties hereto which consent shall not be unreasonable
withheld.  The foregoing notwithstanding, unless the other parties
object in writing to a proposed news release or the contents thereof within 24
hours after receipt of same, any party failing to object within the time
provided will be conclusively presumed to have approved the proposed news
release. The leases shall be referred to as the GP Project for identification
purposes.

    


    I. Notices/Information

    


    All
notices or information authorized or required between the parties and required
by the provisions of this agreement or the operating Agreement, unless otherwise
specifically provided, shall be given in writing by email or mail, postage or
charges prepaid, or by telex or facsimile and addressed to the party to whom the
notice is given at the address listed in the Preamble of this
agreement.  The originating notice given under any provision hereof or
in the Operating Agreement shall be deemed given only when received by the party
to whom such notice is directed, and the time for such party to give any notice
in response thereto shall run from the date and time the originating notice is
received.

    


    
      
        
        

      

      
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    K. Termination 

     

    This agreement terminates if the parties mutually agree or
automatically by the seller if the purchase price is not fully settled as
outlined under the payment terms in (Article I B Consideration) above or unless
other payment terms are agreed to by the purchaser. In case of termination for none payment
of the consideration as provided under Article I.B., the Purchaser will loose
its rights of ownership of the 30% working interest in the GP
project; 

     

    L. Governing
Law

     

    This Working Interest Purchase and
Sale Agreement shall be
governed by and construed in accordance with the State Laws of Texas in the
United States of America.  The Purchaser hereby
irrevocably attorns to the jurisdiction of the courts in the State of
Texas, USA with respect to
any matters arising out of
this Working Interest Purchase and Sale Agreement.

    


    


     IN WITNESS WHEREOF, this
instrument is executed in duplicate by each of the parties hereto as of the date
hereinabove first written.

     

     

    
      
        	Seller: Wellington
      Capital Management Inc
	 	 	 
	
                By:
      

              	(S)Huntley
      Andrews	 Dated:
      January 29, 2009
	 	 	 
	Purchaser: Tiger Renewable
      Energy Ltd.   
	 	 
	By:
      	(S)
      Robert J.Clarke	Dated:
      January 30, 2009


      

       

      
        
          
          

        

        
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