TRYX Ventures Corp Exhibit 10-1 Purchase Sale and Assumption


 

PURCHASE,
SALE AND ASSUMPTION AGREEMENT

 

THIS
AGREEMENT entered
into this 7th day of March, 2005.

 

BETWEEN:

 




TRIDENT
OIL AND GAS, INC., 

a Nevada
corporation having offices at 

3273 E.
Warm Springs Road, 

Las
Vegas, Nevada, USA 89120

(the
"Vendor")

OF
THE FIRST PART

AND:

TRYX
VENTURES INC.,


a Nevada
corporation having offices at 

#314 -
837 West Hastings Street

Vancouver,
British Columbia, Canada, V6C 3N6

(the
"Purchaser")

 

OF
THE SECOND PART

 

WHEREAS:

 

A.  The
Vendor is the owner of certain assets, interests in certain oil and gas leases
and other contracts and agreements under a Purchase and Sale Agreement dated
March 1, 2004, a copy of which is attached hereto and forms part of this
agreement. (the “Purchase and Sale Agreement”).

 

B.  The
Vendor has agreed to sell and assign to the Purchaser and the Purchaser has
agreed to purchase from the Vendor all of the Vendor’s assets and beneficial
interest, rights and obligations in and to the Purchase and Sale Agreement, upon
and subject to the terms and conditions herein set forth, it being the intention
of the parties hereto that the purchase price for the beneficial ownership of
the Assets will be the fair market value thereof. 

 

IN
CONSIDERATION of the
premises, mutual covenants and agreements herein contained and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as follows:

 

1.              
DEFINITIONS
AND INTERPRETATION

 

1.1            
In this
Agreement, the following words or expressions shall have the following meanings,
namely:

 


	a)  	
      “Appraised
      Value”
      has the meaning ascribed thereto by paragraph
3;




 


	b)  	
      “Assets”
      has the meaning ascribed to it in paragraph 1.01 of the Purchase and Sale
      Agreement;




 

 







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	c)  	
      “Assumed
      Obligations”
      has the meaning ascribed to it in paragraph 1.02 of the Purchase and Sale
      Agreement;




 


	d)  	
      “Assignment
      of Leases and Contracts”
      shall have the meaning ascribed to it in paragraph 1.03 of the Purchase
      and Sale Agreement;




 


	e)  	
      “Declaration
      of Trust”
      means the declaration of trust between the Vendor and the Purchaser
      executed concurrently with this Agreement in the form attached hereto as
      Schedule B;




 


	f)  	
      “Effective
      Date”
      means the date on which the Purchase Price is paid in full or the
      180th
      day from the date of execution of this
Agreement;




 


	g)  	
      “Purchase
      and Sale Agreement”
      means the purchase and sale agreement attached hereto as Schedule A and
      forming part of this Agreement by and between Production Specialties
      Company and Trident Oil and Gas, Inc. dated March 1, 2004;
    and




 


	h)  	
      “Purchase
      Price”
      has the meaning ascribed thereto by
paragraph 3.




 

1.2           
Schedule
A - Purchase and Sale Agreement, attached hereto, shall be incorporated into and
form part of this Agreement; and

 

1.3           
Schedule
B - Declaration of Trust, attached hereto, shall be incorporated into and form a
part of this Agreement:

 

2.             PURCHASE
AND SALE

 

2.1          
The
Vendor hereby transfers, sells, assigns and sets over to the Purchaser and the
Purchaser hereby purchases, as of the Effective Date its beneficial ownership,
rights and obligations in and to the Assets, the Assumed Obligations and the
Assumption of Leases and Contracts contained in the Purchase and Sale Agreement
on the terms and conditions hereinafter set forth. 

 

2.3         
The
Vendor shall continue to hold the legal title to the Assets transferred, sold
assigned and set over to it under the Purchase and Sale Agreement in trust, as
bare trustee, for and on behalf of the Purchaser from the Effective Date, in
accordance with the terms and conditions of the Declaration of
Trust.

 

2.4          
The
Purchaser hereby assumes all liabilities, encumbrances and charges related to
the Assets, if any.

 

3.            
PURCHASE
PRICE

 

               
The purchase price (the “Purchase Price” or “Appraised Value”) for the transfer,
sale, assignment of the beneficial ownership, rights and obligations in and to
the Assets, the
Assumed
Obligations and the Assumption of Leases and Contracts pursuant to the Purchase
and Sale Agreement transferred and assigned pursuant to this Agreement shall be
the fair market value thereof as of the date of this Agreement, which the
parties have determined to be Two Hundred and Fifty Thousand Dollars
($250,000). 


 










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4.           
PAYMENT
OF PURCHASE PRICE

 

4.1        
The
Purchase Price shall be paid or otherwise satisfied by the issuance of One
Million (1,000,000) common voting shares in the capital stock of the Purchaser
at the price of $0.10 per share (the “Purchase Shares”) and by the payment to
the Vendor of the sum of One Hundred and Fifty Thousand Dollars ($150,000). The
Purchase Shares shall be issued to the Vendor upon execution of this Agreement,
which shares shall be, upon issuance considered to be fully paid and
non-assessable. The sum of Two Hundred Thousand Dollars ($150,000) shall be paid
to the Vendor within 180 days of execution of this Agreement.

 

5.           
VENDOR’S
REPRESENTATIONS AND WARRANTIES

 

5.1          
The
Vendor hereby represents and warrants to the Purchaser that:

 


	a)  	
      it
      is the legal and beneficial owner of the
Assets;




 


	b)  	
      it
      has the ability to perform its obligations under this Agreement including
      without limitation the transfer of the Assets and the assignment of the
      Purchase and Sale Agreement to the Purchaser, and no third party consents
      or authorizations are required prior to the transfer of the beneficial
      ownership of the Assets to the Purchaser, other than from Trident Oil and
      Gas, Inc., which consent has been obtained;
and




 


	c)  	
      it
      has the ability and capacity to perform its obligations under the
      Declaration of Trust.




 

5.2         
The
Purchaser hereby represents and warrants to the Vendor that:

 


	a)  	
      it
      has the ability to perform its obligations under this Agreement and under
      the Purchase and Sale Agreement and without limiting the foregoing has the
      capacity to enter into and perform its obligations under the Declaration
      of Trust;




 


	b)  	
      it
      is purchasing the Assets for use in the course of its commercial
      activities;




 

5.3         
The
representations and warranties set out in this paragraph 5 shall survive the
completion of the transactions contemplated by this Agreement.

 

6.           
FURTHER
ASSURANCES

 

             
The Vendor and the Purchaser shall do or cause to be done all such further acts
and things and shall execute or cause to be executed all such further deeds,
documents, elections and instruments as may be reasonably necessary for the
purpose of completing the transactions contemplated by this
Agreement.

 


8.            
ENUREMENT

 

               
This Agreement shall enure to the benefit of and be binding upon the parties
hereto and their respective successors and assigns.

 











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9.          
NOTICES

 

             
All notices, directions, or other instruments required or permitted to be given
to the parties hereto shall be in writing and shall be delivered to the address
of the party to whom it is directed as set forth on the first page of this
Agreement.

 

10.         
MODIFICATION

 

            
This Agreement may not be modified or amended except by an instrument in writing
signed by the parties hereto or their respective successors or
assigns.

 

11.       
GOVERNING LAW

 

             
This Agreement shall be governed by and be construed in accordance with the laws
of the State of Nevada.

 

12.        
HEADINGS

 

              
The headings of the clauses of this Agreement are inserted for convenience of
reference only and shall not constitute a part hereof.

 

13.        
TIME OF ESSENCE

 

              
Time shall be of the essence of this Agreement.

 

14.         
COUNTERPARTS AND FACSIMILE

 

              
This Agreement may be signed and delivered in counterparts and/or by electronic
facsimile by the parties in counterparts, each of which so signed shall be
deemed to be an original, and such counterparts together shall constitute one
and the same instrument.

 

IN
WITNESS WHEREOF the
parties have caused these presents to be executed as of the date first written
above.

 

                                                                                              
VENDOR:
TRIDENT OIL AND GAS, INC.

 

Per:/s/Stuart
McPherson                    


        Authorized
Signatory

 

PURCHASER:
TRYX VENTURES, INC.

 

Per: /s/
Alessandra
Bordon                   


         Authorized
Signatory

 

 







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SCHEDULE
“A”


































PURCHASE
AND SALE AGREEMENT




By and
Between




PRODUCTION
SPECIALTIES COMPANY (“SELLER”)




and




TRIDENT
OIL AND GAS, INC. (“PURCHASER”)





























































THIS
PURCHASE AND SALE AGREEMENT is made
and entered into as of March 1, 2004, by and between PRODUCTION SPECIALTIES
COMPANY, A CALIFORNIA CORPORATION (“Seller”), and TRIDENT OIL AND GAS, INC., A
NEVADA CORPORATION (“Purchaser”).




WHEREAS,
the
respective Boards of Directors of both Seller and Purchaser have approved the
terms of this Agreement and the transaction contemplated hereby;
and




WHEREAS,
this
Agreement provides for the sale of certain of Seller’s rights and interests in
and to certain oil and gas leases and other contracts and agreements to
Purchaser; and




WHEREAS,
Seller
and Purchaser desire to set forth the terms of their agreement and transaction
as provided for herein; 




NOW,
THEREFORE, in
consideration of the promises and agreements herein contained, the parties
hereto agree as follows:







ARTICLE
1 - ASSETS PURCHASED AND LIABILITIES ASSUMED




1.01 Purchase
and Sale of Assets. Subject
to the terms and conditions of this Agreement, at Closing (as hereinafter
defined), Seller shall convey, assign, transfer and deliver, and Purchaser shall
purchase and receive an undivided thirty seven and one-half percent (37.50%) of
all of Seller’s rights, title and interests in and to all of the (i) Oil and Gas
Leases, (ii) Declarations of Pooling, (iii) Oil and/or Gas Wells, (iv) Joint
Operating Agreements, (v) Farm-out Agreements, and (vi) other Contracts and
Agreements of any kind described or referred to in Exhibit “A” attached hereto.
Seller’s undivided rights, title and interests in and to the Oil and Gas Leases,
Declarations of Pooling, Oil and/or Gas Wells, Joint Operating Agreements,
Farmout Agreements, and other Contracts and Agreements described in Exhibit “A”
attached hereto are hereinafter collectively referred to as the
“Assets.”




1.02 Assumption
of Obligations.
Purchaser shall take its interest in the Assets “AS IS” subject to all
obligations and liabilities that are associated with such interest, including
drilling costs, clean up costs, well closing, plugging and abandonment costs and
expenses, and all surface remediation and environmental (surface and subsurface)
costs, expenses and liabilities, all of which obligations and liabilities
Purchaser agrees to assume (the “Assumed
Obligations”) and to
defend and hold Seller harmless from and against any and all claims,
liabilities, costs and expenses (including all attorney’s fees) with respect
thereto.


























1.03 Assumption
of Leases and Contracts.
Purchaser assumes and shall perform, as to its undivided interest, all duties
and obligations under all of the Oil and Gas Leases, Declarations of Pooling,
Joint Operating Agreements, Farm-out Agreements and other Contracts, Agreements,
permits and other matters that are a part of the Assets or are otherwise being
conveyed and assigned to Purchaser pursuant to this Agreement and the Assignment
and Bill of Sale provided for in Article 7 (Assignment and Bill of Sale) below.
Purchaser shall defend and hold Seller harmless from and against any and all
claims, liabilities, costs and expenses (including all attorneys’ fees) arising
out of or in any way related to any failure or refusal on Purchaser’s part to
fully perform any duty or obligation hereby assumed by Purchaser under any
Lease, Contract, Agreement, permit or other matter.







ARTICLE
2 - CLOSING; PURCHASE PRICE




2.01 Closing. The
closing of the transaction contemplated in this Agreement (the “Closing”) shall
be on March 1, 2004 (“Closing
Date”), time
being of the essence. In the event closing does not occur on or before the
Closing Date, or such other date as the parties shall mutually agree in writing,
this Agreement shall become null and void and of no further force or
effect.




2.02 Purchase
Price. At
Closing, Purchaser shall pay to Seller the sum of One Hundred Twelve Thousand
Five Hundred Dollars ($112,500.00) as the Purchase Price for the undivided
interest in the Assets being purchased by Purchaser. Such Purchase Price shall
be paid in cash at Closing.







ARTICLE
3 - REPRESENTATIONS AND 

WARRANTIES
OF SELLER




Seller
hereby represents and warrants to Purchaser as follows:




3.01 Special
Warranty of Title. Seller
represents and warrants that Seller has not sold, assigned, conveyed, encumbered
and/or otherwise hypothecated any of the Assets.




3.02 Tax
Matters. To the
best knowledge of Seller, Seller has duly and timely filed all tax returns and
reports required to be filed by Seller prior to Closing, except to the extent
that any failure or alleged failure to file any tax return or report would not
have a material adverse effect on Seller or the purchased Assets. To the best
knowledge of Seller, all of Seller’s tax returns and reports are true and
complete in all materials respects.




3.03 Litigation. Seller
represents, to the best of its knowledge, that there is no prosecution, suit,
action, arbitration proceeding or governmental proceeding pending
or










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threatened
against or affecting Seller, any of the Assets, or the transaction contemplated
herein. To the best knowledge of Seller, there is not outstanding against Seller
any decision, judgment, decree, injunction, rule or order of any court,
arbitrator or governmental entity affecting any of the Assets or this
transaction.




3.04 Brokers.
Purchaser shall not have any obligation or liability to pay any fee, commission
or other compensation to any person or entity engaged by Seller in connection
with this Agreement or the transaction contemplated herein.




3.05 True
Copies. All
copies of documents delivered or made available to Purchaser in connection with
this Agreement are true and correct copies of the originals
thereof.




3.06 Compliance
with Law and Regulations. To the
best of Seller’s knowledge, Seller is in material compliance with all federal,
state and local laws, regulations and ordinances applicable to its business and
operations.







ARTICLE
4 - REPRESENTATIONS AND

WARRANTIES
OF PURCHASER




Purchaser
hereby represents and warrants to Seller as follows:




4.01 Organization
and Good Standing.
Purchaser is a corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada, and is duly qualified and in good
standing as a foreign corporation in each jurisdiction in which any of the
Assets are located.




4.02 Capitalization
and Financial Resources.
Purchaser has the necessary capitalization and financial resources to fulfill
its commitments set forth in this Agreement, including, but not limited to, the
payment of the Purchase Price and the assumption of obligations and liabilities
as provided for herein.




4.03 Authority
Relative to this Agreement.
Purchaser has the requisite and corporate power and authority to enter into this
Agreement and all ancillary documents, and to carry out its obligations
hereunder and thereunder. The execution and delivery of this Agreement and each
ancillary document, and the consummation of the transactions contemplated herein
and therein, have been duly authorized by the Board of Directors of Purchaser,
or by an authorized committee thereof, and do not violate any provision of the
Articles or Certificate of Incorporation or Bylaws of Purchaser. No other
corporate proceeding on the part of Purchaser is necessary to authorize this
Agreement, the ancillary documents and/or the transaction contemplated herein
and therein. The execution and delivery of this Agreement and each ancillary
document, and the










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consummation
of the transaction provided for herein and therein will not conflict with or
effect a breach, violation or default, or cause an event of default, under any
mortgage, lease, or other material agreement or instrument, or any statute,
regulation, order, judgment or decree to which Purchase is a party or by which
Purchaser is bound, or any law or governmental regulation applicable to
Purchaser, or require the consent of any person (other than the parties to this
Agreement). This Agreement and the ancillary documents constitute legal, valid
and binding obligations of Purchaser, enforceable in accordance with their
terms, except as enforcement thereof may be limited by any applicable
bankruptcy, reorganization, insolvency, moratorium, or similar laws affecting
rights of creditors generally, whether applied at law or in equity.




4.04 No
Broker. Seller
shall not have any obligation or liability to pay any fee or other compensation
to any person or entity engaged by Purchaser in connection with this Agreement
or the transaction contemplated herein.




4.05 No
Reliance.
Purchaser is purchasing and accepting its interest in the Assets “AS IS” without
any express or implied warranty of any kind, except for the special warranty of
title provided for in Section 3.01 above. Purchaser is entering into this
transaction solely on the basis of Purchaser’s own expertise, inspection,
evaluation, familiarity with and knowledge of the Assets. Purchaser is not
relying on any representation, estimate, claim, warranty, statement, data, or
information of any kind made or provided to Purchaser or any of its employees,
agents, consultants, etc., by Seller or any employee, agent, or other
representative of Seller. No patent or latent condition affecting the Assets (or
any Asset) in any way, whether now known or discovered or hereafter discovered,
shall in any way affect any of Purchaser’s obligations contained in this
Agreement, or give rise to any right of or to damages, rescission, or any other
legal or equitable right or remedy on behalf of Purchaser against
Seller.




4.06 SELLER’S
DISCLAIMER. EXCEPT
FOR THE SPECIAL WARRANTY OF TITLE CONTAINED IN SECTION 3.01 ABOVE, SELLER MAKES
NO REPRESENTATION OR WARRANTY, AND SELLER HEREBY EXPRESSLY DISCLAIMS ALL
LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR
INFORMATION, ORALLY OR IN WRITING, MADE OR COMMUNICATED TO PURCHASER INCLUDING,
BUT NOT LIMITED TO, ANY OPINION, INFORMATION OR ADVISE WHICH MAY HAVE BEEN
PROVIDED TO PURCHASER BY ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT OR
REPRESENTATIVE OF SELLER, ANY ENGINEER OR ENGINEERING FIRM, OR ANY OTHER AGENT,
CONSULTANT OR REPRESENTATIVE OF SELLER. IN ADDITION, PURCHASER ACKNOWLEDGES THAT
SELLER HAS NOT MADE, AND SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY
IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR
PURPOSE, OR CONFORMITY TO MODELS OR SAMPLES OR MATERIALS, AS WELL AS ANY OTHER
REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, RELATING TO THE
ASSETS OR










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THEIR
CONDITION. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PURCHASER IS
ACQUIRING INTEREST IN THE ASSETS IN “AS-IS, WHERE-IS” CONDITION WITH ALL
FAULTS.







ARTICLE
5 - SURVIVAL OF REPRESENTATIONS;

AND
WARRANTIES; INDEMNIFICATION




5.01 Survival
of Representations and Warranties. All
representations and warranties made by the parties, as contained in this
Agreement or in any ancillary document, as well as any indemnification made by
any party, shall survive the Closing.




5.02 Indemnification
by Purchaser.
Purchaser agrees to indemnify and to hold Seller harmless from and against any
and all damages, losses, liabilities, deficiencies, costs and/or expenses,
including all attorneys’ fees, expenses and other out-of-pocket costs of
litigation and/or arbitration (collectively “Damages”),
resulting from, arising out of or in any way in connection with or related to
Seller’s ownership and/or operation of the Assets (insofar as the interest being
sold to Purchaser) at any time before or after Closing, whether or not any such
Damages are in connection with any action, suit, proceeding, demand or judgment
of a third 

party
(including governmental entities) or involve any other matter or proceeding. The
foregoing indemnification shall include all damages arising out of or in
connection with environmental matters.







ARTICLE
6 - CONDITIONS TO CLOSING




7.01 Conditions
to Obligation of Purchaser to Close. The
obligation of Purchaser to close the transaction contemplated hereby is subject
to the satisfaction of the following conditions:





	 	
      A.
      
	
      Purchaser
      shall have the right to conduct such inspections and investigations of the
      Assets as Purchaser deems necessary. In the event that Purchaser, in its
      sole discretion, determines that the purchase contemplated herein is not
      in its best interest, Purchaser shall have the right to cancel this
      Agreement and this Agreement shall be null and void and of no further
      force or effect.








	 	
      B.
	
      It
      is agreed that Seller shall deliver marketable title to the Assets.
      Closing shall constitute Purchaser’s full approval and acceptance of
      title. It is agreed that Seller will provide to Purchaser all log reports,
      geological reports, production runs and other data and information in
      Seller’s possession.




 

 

 










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ARTICLE
7 - CLOSING




At the
Closing, Seller shall deliver to Purchaser an Assignment and Bill of Sale of and
to the interest in the Assets being purchased by Purchaser. The Assignment and
Bill of Sale shall be executed and delivered by Seller to Purchaser at the
Closing in the form attached hereto as Exhibit “B.” At the Closing, Purchaser
shall pay the Purchase Price, in cash, to Seller.







ARTICLE
8 - ADDITIONAL AGREEMENTS




8.01 Agreements
as to Tax Matters. The
parties will cooperate fully with each other in connection with the preparation,
signing and filing of tax returns and in any other matters involving taxes
relating to the Assets.




8.02 Post-Closing
Documents. The
parties will cooperate with one another after Closing and, without any further
consideration, will execute and deliver such other documents as shall be
reasonably required after Closing to transfer title to the interest in the
Assets being purchased by Purchaser. The parties will take any other action
necessary to carry out the intent and purposes of this Agreement.




8.03 Notice. Each
party shall notify the other of any claim, demand, action, suit or proceeding
relating to, or arising in connection with, the Assets as soon as practicable
after learning of such claim, demand, action, suit, or proceeding.







ARTICLE
9 - GENERAL PROVISIONS




9.01 Expenses. Each
party shall pay its own expenses (including legal and accounting costs and
expenses) in connection with the negotiation, preparation and consummation of
this Agreement.




9.02 Governing
Law; Waiver of Jury Trial. All
questions concerning the construction, interpretation, validity and enforcement
of this Agreement shall be governed by the laws of the State of California
without giving effect to any choice or conflict of law provisions or rules
(whether in the State of California or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of
California.




9.03 Submission
to Jurisdiction. Any
legal action or proceeding with respect to this Agreement or any of the rights
or interests of the parties hereunder shall be brought in the courts of the
State of California located in the County of Tehama and, by execution and
delivery of this Agreement, the Purchaser hereby accepts for itself and in
respect of its property, generally and

 










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unconditionally,
the jurisdiction and venue of the aforesaid court(s). Each party hereby
irrevocably waives, in connection with any action or proceeding, any objection,
including, without limitation, any objection to venue based on grounds of forum
non conveniens, which it may now or hereafter have to the bringing of any action
or proceeding in the aforesaid jurisdiction and venue. Each party hereby
irrevocably consents to the service of process of the aforementioned court(s) in
any such action or proceeding by the mailing of copies thereof by registered or
certified mail, postage prepaid, to it at its address as set forth herein.


 

9.04  Headings. Article
and Section headings used in this Agreement are for convenience only and shall
not affect the meaning or construction of this Agreement.




9.05
  Notices. All
notices and other communications hereunder shall be in writing and shall be
deemed given if delivered personally or mailed by certified mail (return receipt
requested) to a party at the following address (or at such other address as a
party shall specify by like notice), or if sent by facsimile to a party at the
following facsimile number;





	 	
      To
      Purchaser:

	 	 
	 	
      Trident
      Oil and Gas, Inc.

	 	
      3273
      East Warm Springs Road

	 	
      Las
      Vegas, Nevada 89120

	 	
      Facsimile
      Number: _____________________                        

	 	 
	 	
      To
      Seller:

	 	 
	 	
      Production
      Specialties Company

	 	
      P.
      O. Box 880

	 	
      Woodland,
      California 95776-0880

	 	
      Facsimile
      Number: (530) 668-5329







9.06 Parties
in Interest. All of
the terms and provisions of this Agreement shall be binding upon, and shall
inure to the benefit of and be enforceable by the successors and assigns of
Seller and Purchaser.




9.07 Final
Agreement; Entire Agreement. This
Agreement is the final agreement between the parties and constitutes the entire
agreement between them. This Agreement supersedes all prior agreements and
understandings, written or oral, whether signed or unsigned, with respect to the
subject matter hereof.

 










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9.08 Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be
considered an original, and all of which shall constitute one and the same
instrument.




9.09 Amendment. This
Agreement may be amended only by an instrument in writing signed by or on behalf
of each of the parties hereto.




IN
WITNESS WHEREOF, the
parties have duly executed this Agreement as of the date first written
above.




                                                                                                                           
SELLER

 

                                                                                                                          
PRODUCTION
SPECIALTIES COMPANY

 

 

                                                                                                                         
By:/s/Dero
Parker                                        


                                                                                                                               President        (Name)

                                                                                                                                                                       
(Title)

                                                  

                                                                                                                           

 

                                                                                                                          
BUYER
 

                                                                                                                          
TRIDENT OIL AND GAS, INC.

 

 

                                                                                                                         
By:/s/ Stuart
McPherson                              


                                                                                                                                               
        (Name)
                                                                                                                                                                       
(Title)

















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EXHIBIT
“A”




Attached
to and made a


part of
that certain

 

Purchase
and Sale Agreement,

 

dated
March 1, 2004,

 

by and
between 

 

Production
Specialties Company, as Seller,

 

and
Trident Oil and Gas, Inc., as Purchaser

 




(East
Corning Area)

 




A.
Declaration of Pooling for the Brave Ulysses #1A-36 Gas Unit dated effective the
date of first production (July 12, 2002) recorded September 22, 2003 as document
number 19580 and recorded in Book 2374 at Page 40 of the records of Tehama
County, California and covering the following wells and
leases:




Wells:
 Brave
Ulysses #1A-36 and Bell Bottom Blues #1-36

 

1. Oil
and Gas Lease (Short Form) dated May 15, 2002, between Kenneth C. Russell, as
Lessor, and Lario Oil & Gas Company, as Lessee, recorded August 12, 2002, in
Book 2181 at Page 017, Official Records, Tehama County, California, insofar and
only insofar as said lease covers the following lands:

 

Township
24 North, Range 2 West, M.D.B.&M.

 

Section
31: Lot 3, Block 84 of Maywood Colony No. 9, as the same is shown on the Map
entitled: “MAYWOOD Colony No. 9 Tehama County Cal”, filed in the Office of the
County Recorder of the County of Tehama, State of California, June 5, 1897, in
Book B of Maps at Page 28

 

APN
091-050-01

 

2. Oil
and Gas Lease (Short Form) dated April 5, 2002, between Edgar E. Russell,
Trustee or his Successors in Trust under the Russell Living Trust dated



























 

November
15, 1995 as Lessor, and Lario Oil & Gas Company, as Lessee, recorded August
12, 2002, in Book 2181 at Page 020, Official Records, Tehama County, California,
insofar and only insofar as said lease covers the following lands:

 

Township
24 North, Range 2 West, M.D.B.&M.

 

Section
31: Lot 3, Block 84 of Maywood Colony No. 9, as the same is shown on the Map
entitled: “MAYWOOD Colony No. 9 Tehama County Cal”, filed in the Office of the
County Recorder of the County of Tehama, State of California, June 5, 1897, in
Book B of Maps at Page 28

 

APN
091-050-01

 

3. Oil
and Gas Lease (Short Form) dated December 21, 2001 between Ann Watson, Scott S.
Watson, John D. Watson and Sarah Watson, Trustees of the Watson Family Trust, as
Lessor, and Lario Oil & Gas Company, as Lessee, recorded April 29, 2002 in
Book 2144 at Page 331 of the Official Records, Tehama County, California,
insofar and only insofar as said lease covers the following lands:

 

Township
24 North, Range 2 West, M.D.B.&M.

 

Section
31: Lot 7 in Block 84 of Maywood Colony No. 9, as the same is shown on the Map
filed in the Tehama County Recorder’s Office, June 5, 1897, in Book B of Maps,
at Page 28, situated in the County of Tehama, State of California

 

APN
091-050-07

 

4. Oil,
Gas and Mineral Lease (Short Form) dated August 26, 1998 between Bates Estate
Company, as Lessor, and Petroleum Properties Corporation, as Lessee, recorded
September 29, 1998 in Book 1821 at Page 063 of the Official Records, Tehama
County, California, insofar and only insofar as said lease covers the following
lands:

 

Township
24 North, Range 2 West, M.D.B.&M.

 

Sections
31: The South one-half of the Southwest one-quarter (S/2SW/4) and the South
one-half of the North one-half of the Southwest one-quarter (S/2N/2SW/4) and the
Northwest one-quarter of the Northwest one-quarter of the Southwest one-quarter
(NW/4NW/4SW/4) 

 

APN
091-050-10

 

5. Oil
and Gas Lease (Short Form) dated December 21, 2001, between Daniel Barnum and
Patricia Passemar, sole heirs of Elinor B. Barnum, deceased and sole
beneficiaries of the Trust created under the Will of Walter Douglas Barnum,
deceased, as Lessor, and Lario Oil & Gas Company, as Lessee, recorded March
21, 2002 in Book 2130 at Page 039 of the Official Records, Tehama County,
California, insofar and only insofar as said lease covers the following
lands:










- 2
-















 

Township
24 North, Range 2 West, M.D.B.&M.

 

Section
31: All of those certain Lots numbered 5 and 6 in Block 84, as said Lots and
Blocks are delineated and designated on that certain Map entitled “Maywood
Colony No. 9”, which Map is now on file in the Office of the Recorder in the
County of Tehama, State of California.

 

APN
091-050-06

 

6. Oil
and Gas Lease (Short Form) dated February 1, 2002, between Jay B. Keller and
Shari A. Keller, as Lessor, and Lario Oil & Gas Company, as Lessee, recorded
March 21, 2002 in Book 2130 at Page 031 of the Official Records, Tehama County,
California, insofar and only insofar as said lease covers the following
lands:

 

Township
24 North, Range 2 West, M.D.B.&M.

 

Section
31: Lots 4 and 8 in Block 84 of Maywood Colony No. 9 as the same are shown on
the Map thereof, filed in the Tehama County Recorder’s Office, June 5, 1897 in
Book B of Maps, at Page 28.

 

APN
091-050-04

 

7. Oil,
Gas and Mineral Lease (Short Form) dated January 25, 1999, between Wilbur
Reynolds, Jr. and Margaret Reynolds, as Lessor, and Petroleum Properties
Corporation, as Lessee, recorded March 26,1999 in Book 1860 at Page 084 of the
Official Records, Tehama County, California, insofar and only insofar as said
lease covers the following lands:

 

Township
24 North, Range 2 West, M.D.B.&M.

 

Section
31: Lots 1 and 2 in Block 84, all in Maywood Colony No. 9, as the same are shown
on the Map entitled, “Maywood Colony No. 9, Tehama County, California” filed in
the office of the County Recorder of the County of Tehama, State of California,
June 5, 1897 in Book B of Maps at Page 28.

 

APN
091-050-02

 

8. Oil
and Gas Lease (Short Form) dated April 15, 2002, between Donald Eugene Raisner
and Kay Elaine Raisner, as Lessor, and Lario Oil & Gas Company, as Lessee,
recorded August 30, 2002, in Book 2189 at Page 142 of the Official Records,
Tehama County, California, insofar and only insofar as said lease covers the
following lands:

 

Township
24 North, Range 2 West, M.D.B.&M.

 

Sections
31:  Lots 1
and 2 in Block 84, of Maywood Colony No. 9, as the same is shown on the Map
entitled, “Maywood Colony No. 9, Tehama County, Cal” filed in the Office of the
County Recorder of the County of Tehama, State of California, June 5, 1897 in
Book B of Maps at Page 28.

 

APN
091-050-02










- 3
-















 

9. Oil
and Gas Lease (Short Form) dated April 15, 2002, between Wilbur B. Raisner and
Georgene Raisner, Trustees of the Wilbur B. and Georgene T. Raisner Family
Trust, as Lessor, and Lario Oil & Gas Company, as Lessee, recorded August
30, 2002 in Book 2189 at Page 145 of the Official Records, Tehama County,
California, insofar and only insofar as said lease covers the following
lands:

 

Township
24 North, Range 2 West, M.D.B.&M.

 

Section
31: Lots 1 and 2 in Block 84, of Maywood Colony No. 9, as the same is shown on
the Map entitled, “Maywood Colony No. 9, Tehama County, Cal” filed in the Office
of the County Recorder of the County of Tehama, State of California, June 5,
1897 in Book B of Maps at Page 28.

 

APN
091-050-02

 

10. Oil
and Gas Lease (Short Form) dated April 15, 2002, between Sharon Huddleston, as
Lessor, and Lario Oil & Gas Company, as Lessee, recorded August 30, 2002 in
Book 2189 at Page 149 of the Official Records, Tehama County, California,
insofar and only insofar as said lease covers the following lands:

 

Township
24 North, Range 2 West, M.D.B.&M.

 

Sections
31:  Lots 1
and 2 in Block 84, of Maywood Colony No. 9, as the same is shown on the Map
entitled, “Maywood Colony No. 9, Tehama County, Cal” filed in the Office of the
County Recorder of the County of Tehama, State of California, June 5, 1897 in
Book B of Maps at Page 28.

 

APN
091-050-02

 

11. Oil
and Gas Lease (Short Form) dated April 15, 2002, between Beverley Emerson-Orr,
as Lessor, and Lario Oil & Gas Company, as Lessee, recorded August 30, 2002
in Book 2189 at Page 152 of the Official Records, Tehama County, California,
insofar and only insofar as said lease covers the following lands:

 

Township
24 North, Range 2 West, M.D.B.&M.

 

Section
31:  Lots 1
and 2 in Block 84, of Maywood Colony No. 9, as the same is shown on the Map
entitled, “Maywood Colony No. 9, Tehama County, Cal” filed in the Office of the
County Recorder of the County of Tehama, State of California, June 5, 1897 in
Book B of Maps at Page 28.

 

APN
091-050-02

 

12. Oil
and Gas Lease (Short Form) dated April 15, 2002, between William Wood Wadman,
III, as Lessor, and Lario Oil & Gas Company, as Lessee, recorded August 30,
2002 in Book 2189 at Page 155 of the Official Records, Tehama County,
California, insofar and only insofar as said lease covers the following
lands:










- 4
-















 

Township
24 North, Range 2 West, M.D.B.&M.

 

Section
31:  Lots 1
and 2 in Block 84, of Maywood Colony No. 9, as the same is shown on the Map
entitled, “Maywood Colony No. 9, Tehama County, Cal” filed in the Office of the
County Recorder of the County of Tehama, State of California, June 5, 1897 in
Book B of Maps at Page 28.

 

APN
091-050-02

 

13. Oil
and Gas Lease (Short Form) dated April 15, 2002, between Patricia L. Silva, as
Lessor, and Lario Oil & Gas Company, as Lessee, recorded August 30, 2002 in
Book 2189 at Page 158 of the Official Records, Tehama County, California,
insofar and only insofar as said lease covers the following lands:

 

Township
24 North, Range 2 West, M.D.B.&M.

 

Section
31:  Lots 1
and 2 in Block 84, of Maywood Colony No. 9, as the same is shown on the Map
entitled, “Maywood Colony No. 9, Tehama County, Cal” filed in the Office of the
County Recorder of the County of Tehama, State of California, June 5, 1897 in
Book B of Maps at Page 28.

 

APN
091-050-02

 

14. Oil
and Gas Lease (Short Form) dated April 15, 2002, between Jeffrey Leo Miner, as
Lessor, and Lario Oil & Gas Company, as Lessee, recorded August 30, 2002 in
Book 2189 at Page 162 of the Official Records, Tehama County, California,
insofar and only insofar as said lease covers the following lands:

 

Township
24 North, Range 2 West, M.D.B.&M.

 

Section
31:  Lots 1
and 2 in Block 84, of Maywood Colony No. 9, as the same is shown on the Map
entitled, “Maywood Colony No. 9, Tehama County, Cal” filed in the Office of the
County Recorder of the County of Tehama, State of California, June 5, 1897 in
Book B of Maps at Page 28.

 

APN
091-050-02

 

15. Oil
and Gas Lease (Short Form) dated April 15, 2002, between Sheila Miner, as
Lessor, and Lario Oil & Gas Company, as Lessee, recorded August 30, 2002 in
Book 2189 at Page 165 of the Official Records, Tehama County, California,
insofar and only insofar as said lease covers the following lands:

 

Township
24 North, Range 2 West, M.D.B.&M.

 

Section
31:  Lots 1
and 2 in Block 84, of Maywood Colony No. 9, as the same is shown on the Map
entitled, “Maywood Colony No. 9, Tehama County, Cal” filed in the Office of the
County Recorder of the County of Tehama, State of California, June 5, 1897 in
Book B of Maps at Page 28.

 

APN
091-050-02

 

16. Oil
and Gas Lease (Short Form) dated April 15, 2002, between Gilbert Eugene Friesen,
as Lessor, and Lario Oil & Gas Company, as Lessee, recorded










- 5
-















 

October
21, 2002 in Book 2211 at Page 567 of the Official Records, Tehama County,
California, insofar and only insofar as said lease covers the following
lands:

 

Township
24 North, Range 2 West, M.D.B.&M.

 

Section
31:  Lots 1
and 2 in Block 84, of Maywood Colony No. 9, as the same is shown on the Map
entitled, “Maywood Colony No. 9, Tehama County, Cal” filed in the Office of the
County Recorder of the County of Tehama, State of California, June 5, 1897 in
Book B of Maps at Page 28.

 

APN
091-050-02

 

17. Oil
and Gas Lease (Short Form) dated April 15, 2002, between Georgia G. Poulos, as
Lessor, and Lario Oil & Gas Company, as Lessee, recorded October 21, 2002 in
Book 2211 at Page 564 of the Official Records, Tehama County, California,
insofar and only insofar as said lease covers the following lands:

 

Township
24 North, Range 2 West, M.D.B.&M.

 

Section
31:  Lots 1
and 2 in Block 84, of Maywood Colony No. 9, as the same is shown on the Map
entitled, “Maywood Colony No. 9, Tehama County, Cal” filed in the Office of the
County Recorder of the County of Tehama, State of California, June 5, 1897 in
Book B of Maps at Page 28.

 

APN
091-050-02

 

18. Oil
and Gas Lease (Short Form) dated April 15, 2002, between Marvin Dean Raisner, as
Lessor, and Lario Oil & Gas Company, as Lessee, recorded October 21, 2002 in
Book 2211 at Page 570 of the Official Records, Tehama County, California,
insofar and only insofar as said lease covers the following lands:

 

Township
24 North, Range 2 West, M.D.B.&M.

 

Section
31:  Lots 1
and 2 in Block 84, of Maywood Colony No. 9, as the same is shown on the Map
entitled, “Maywood Colony No. 9, Tehama County, Cal” filed in the Office of the
County Recorder of the County of Tehama, State of California, June 5, 1897 in
Book B of Maps at Page 28.

 

APN
091-050-02

 

19. Oil
and Gas Lease (Short Form) dated April 15, 2002, between Robert Raisner, as
Lessor, and Lario Oil & Gas Company, as Lessee, recorded December 23, 2002
in Book 2236 at Page 179 of the Official Records, Tehama County, California,
insofar and only insofar as said lease covers the following lands:

 













- 6
-















 

Township
24 North, Range 2 West, M.D.B.&M.

 

Section
31:  Lots 1
and 2 in Block 84, of Maywood Colony No. 9, as the same is shown on the Map
entitled, “Maywood Colony No. 9, Tehama County, Cal” filed in the Office of the
County Recorder of the County of Tehama, State of California, June 5, 1897 in
Book B of Maps at Page 28.

 

APN
091-050-02

 

20. Oil
and Gas Lease (Short Form) dated April 15, 2002, between Richard Raisner, as
Lessor, and Lario Oil & Gas Company, as Lessee, recorded December 23, 2002
in Book 2236 at Page 182 of the Official Records, Tehama County, California,
insofar and only insofar as said lease covers the following lands:

 

Township
24 North, Range 2 West, M.D.B.&M.

 

Section
31:  Lots 1
and 2 in Block 84, of Maywood Colony No. 9, as the same is shown on the Map
entitled, “Maywood Colony No. 9, Tehama County, Cal” filed in the Office of the
County Recorder of the County of Tehama, State of California, June 5, 1897 in
Book B of Maps at Page 28.

 

APN
091-050-02

 

21. Oil
and Gas Lease (Short Form) dated April 15, 2002, between Martha Miner Allen, as
Lessor, and Lario Oil & Gas Company, as Lessee, recorded December 23, 2002
in Book 2236 at Page 185 of the Official Records, Tehama County, California,
insofar and only insofar as said lease covers the following lands:

 

Township
24 North, Range 2 West, M.D.B.&M.

 

Section
31:  Lots 1
and 2 in Block 84, of Maywood Colony No. 9, as the same is shown on the Map
entitled, “Maywood Colony No. 9, Tehama County, California filed in the Office
of the County Recorder of the County of Tehama, State of California, June 5,
1897 in Book B of Maps at Page 28.

 

APN
091-050-02

 

22. Oil
and Gas Lease (Short Form) dated April 15, 2002, between Joseph B. Miner, II, as
Lessor, and Lario Oil & Gas Company, as Lessee, recorded December 23, 2002
in Book 2236 at Page 188 of the Official Records, Tehama County, California,
insofar and only insofar as said lease covers the following lands:

 

Township
24 North, Range 2 West, M.D.B.&M.

 

Section
31:  Lots 1
and 2 in Block 84, of Maywood Colony No. 9, as the same is shown on the Map
entitled, “Maywood Colony No. 9, Tehama County, Cal” filed in the Office of the
County Recorder of the County of Tehama, State of California, June 5, 1897 in
Book B of Maps at Page 28.

 

APN
091-050-02










- 7
-















 

23. Oil
and Gas Lease (Short Form) dated April 15, 2002, between Jessica Miner, as
Lessor, and Lario Oil & Gas Company, as Lessee, recorded December 23, 2002
in Book 2236 at Page 191 of the Official Records, Tehama County, California,
insofar and only insofar as said lease covers the following lands:

 

Township
24 North, Range 2 West, M.D.B.&M.

 

Section
31:  Lots 1
and 2 in Block 84, of Maywood Colony No. 9, as the same is shown on the Map
entitled, “Maywood Colony No. 9, Tehama County, Cal” filed in the Office of the
County Recorder of the County of Tehama, State of California, June 5, 1897 in
Book B of Maps at Page 28.

 

APN
091-050-02

 

24. Oil
and Gas Lease (Short Form) dated April 15, 2002, between Mark Gilbert Friesen,
II, as Lessor, and Lario Oil & Gas Company, as Lessee, recorded December 23,
2002 in Book 2236 at Page 194 of the Official Records, Tehama County,
California, insofar and only insofar as said lease covers the following
lands:

 

Township
24 North, Range 2 West, M.D.B.&M.

 

Section
31:  Lots 1
and 2 in Block 84, of Maywood Colony No. 9, as the same is shown on the Map
entitled, “Maywood Colony No. 9, Tehama County, Cal” filed in the Office of the
County Recorder of the County of Tehama, State of California, June 5, 1897 in
Book B of Maps at Page 28.

 

APN
091-050-02

 

25. Oil
and Gas Lease (Short Form) dated April 15, 2002, between Nelson Eugene Friesen,
as Lessor, and Lario Oil & Gas Company, as Lessee, recorded January 14, 2003
in Book 2244 at Page 299 of the Official Records, Tehama County, California,
insofar and only insofar as said lease covers the following lands:

 

Township
24 North, Range 2 West, M.D.B.&M.

 

Section
31:  Lots 1
and 2 in Block 84, of Maywood Colony No. 9, as the same is shown on the Map
entitled, “Maywood Colony No. 9, Tehama County, Cal” filed in the Office of the
County Recorder of the County of Tehama, State of California, June 5, 1897 in
Book B of Maps at Page 28.

 

APN
091-050-02

 

26. Oil
and Gas Lease (Short Form) dated April 15, 2002, between Jerry Susanne Shea, as
Lessor, and Lario Oil & Gas Company, as Lessee, recorded January 14, 2003 in
Book 2244 at Page 302 of the Official Records, Tehama County, California,
insofar and only insofar as said lease covers the following lands:










- 8
-















 

Township
24 North, Range 2 West, M.D.B.&M.

 

Section
31:  Lots 1
and 2 in Block 84, of Maywood Colony No. 9, as the same is shown on the Map
entitled, “Maywood Colony No. 9, Tehama County, Cal” filed in the Office of the
County Recorder of the County of Tehama, State of California, June 5, 1897 in
Book B of Maps at Page 28.

 

APN
091-050-02

 

27. Oil
and Gas Lease (Short Form) dated April 15, 2002, between Russell Scott Jose, as
Lessor, and Lario Oil & Gas Company, as Lessee, recorded February 3, 2003 in
Book 2253 at Page 242 of the Official Records, Tehama County, California,
insofar and only insofar as said lease covers the following lands:

 

Township
24 North, Range 2 West, M.D.B.&M.

 

Section
31:  Lots 1
and 2 in Block 84, of Maywood Colony No. 9, as the same is shown on the Map
entitled, “Maywood Colony No. 9, Tehama County, Cal” filed in the Office of the
County Recorder of the County of Tehama, State of California, June 5, 1897 in
Book B of Maps at Page 28.

 

APN
091-050-02

 

28. Oil
and Gas Lease (Short Form) dated April 15, 2002, between Jim Raisner, as Lessor,
and Lario Oil & Gas Company, as Lessee, recorded February 10, 2003 in Book
2256 at Page 004 of the Official Records, Tehama County, California, insofar and
only insofar as said lease covers the following lands:

 

Township
24 North, Range 2 West, M.D.B.&M.

 

Section
31:  Lots 1
and 2 in Block 84, of Maywood Colony No. 9, as the same is shown on the Map
entitled, “Maywood Colony No. 9, Tehama County, Cal” filed in the Office of the
County Recorder of the County of Tehama, State of California, June 5, 1897 in
Book B of Maps at Page 28.

 

APN
091-050-02

 

29. Oil
and Gas Lease (Short Form) dated April 15, 2002, between Paul David Miner, as
Lessor, and Lario Oil & Gas Company, as Lessee, recorded February 10, 2003
in Book 2256 at Page 001 of the Official Records, Tehama County, California,
insofar and only insofar as said lease covers the following lands:

 

Township
24 North, Range 2 West, M.D.B.&M.

 

Section
31:  Lots 1
and 2 in Block 84, of Maywood Colony No. 9, as the same is shown on the Map
entitled, “Maywood Colony No. 9, Tehama County, Cal” filed in the Office of the
County Recorder of the County of Tehama, State of California, June 5, 1897 in
Book B of Maps at Page 28.

 

APN
091-050-02

 

30. Oil
and Gas Lease (Short Form) dated April 15, 2002, between Steven Terrel Friesen,
as Lessor, and Lario Oil & Gas Company, as Lessee, recorded May 22, 2003 in
Book 2304 at Page 282 of the Official Records, Tehama County, California,
insofar and only insofar as said lease covers the following lands:

 

 







- 9
-












 

Township
24 North, Range 2 West, M.D.B.&M.

 

Section
31:  Lots 1
and 2 in Block 84, of Maywood Colony No. 9, as the same is shown on the Map
entitled, “Maywood Colony No. 9, Tehama County, Cal” filed in the Office of the
County Recorder of the County of Tehama, State of California, June 5, 1897 in
Book B of Maps at Page 28.

 

APN
091-050-02

 

31. Oil, Gas
and Mineral Lease (Short Form) dated October 1, 2001, between William E. Ralph,
Trustee of the W. E. Ralph Revocable Trust u/d/t dated November 9, 1988, as
Lessor, and Sunset Exploration, Inc., as Lessee, recorded January 3, 2002 in
Book 2103 at Page 484 of the Official Records, Tehama County, California,
insofar and only insofar as said lease covers the following lands:

 

Township
24 North, Range 3 West, M.D.B.&M.

 

Section
36: SE/4NW/4, NE/4SW/4, E/2SE/4SW/4, SE/4, S/2NE/4, SE/4NE/4NE/4,
E/2NE/4NE/4NE/4

 

APN
087-170-07

 

32. Oil
and Gas Lease (Short Form) dated December 11, 2001, between Clarence Martine, as
Lessor, and Lario Oil & Gas Company, as Lessee, recorded January 14, 2002 in
Book 2106 at Page 414 of the Official Records, Tehama County, California,
insofar and only insofar as said lease covers the following lands:

 

Township
24 North, Range 3 West, M.D.B.&M.

 

Section
36: S/2NE/4, SE/4NE/4NE/4, E/2NE/4NE/4NE/4

 

APN
087-170-07

 

33. Oil
and Gas Lease (Short Form) dated September 19, 2002, between Clarence Martine,
as Lessor, and Lario Oil & Gas Company, as Lessee, recorded October 15, 2002
in Book 2209 at Page 203 of the Official Records, Tehama County, California,
insofar and only insofar as said lease covers the following lands:

 

Township
24 North, Range 3 West, M.D.B.&M.

 

Section
36: SE/4NW/4, NE/4SW/4, E/2SE/4SW/4, SE/4

 

APN
087-170-07

 





	
       

      Working
      Interest Assigned:
	
       

      Net
      Revenue Interest Assigned: 

	
       

      Brave
      Ulysses #1A-36: 32%
	
       

      Brave
      Ulysses #1A-36: 26.0256%

	
       

      Bell
      Bottoms Blue #1-36: 16.50%
	
       

      Bell
      Bottoms Blue #1-36: 13.4195%




 













- 10
-















 




B.
Declaration of Pooling for the Spoonful Gas Unit #1-1 dated effective the date
of first production (October 1, 2002) and recorded October 22, 2003, as document
number 21920 in Book 2392 at Page 108 of the records of Tehama County,
California and covering the following wells and leases:




Wells: Spoonful
#1-1 and Layla #1-1

 

1. Oil,
Gas and Mineral Lease (Short Form) dated November 29, 2000, between William E.
Ralph, Trustee of the William E. Ralph Revocable Trust U.T.A., as Lessor, and
Sunset Exploration Inc., as Lessee, recorded December 17, 2001, in Book 2098 at
Page 105, Official Records, Tehama County, California, insofar and only insofar
as said lease covers the following lands:

 

All of
Lots 6 and 7 and the East half of the Southwest quarter of Section 6, all in
Township 23 North, Range 2 West, M.D.M.&M. 

 

APN
091-07-05

 

2. Oil
and Gas Lease (Short Form) dated June 4, 2001, Raymond A. Caginia and Bonnie L.
Caginia, Trustees of the Caginia Family Trust dated May 7, 1996, as Lessor, and
Sunset Exploration Inc., as Lessee, recorded September 11, 2001, in Book 2069 at
Page 075, Official Records, Tehama County, California, insofar and only insofar
as said lease covers the following lands:

 

Township
23 North, Range 3 West, M.D.B.&M.

 

Section
1: Lot 8 of Corning Ranches in the County of Tehama. State of California, as per
map filed in Book N at Page 22 of Maps, in the Office of the County Recorder of
said County.

 

APN
087-260-14

 

3. Oil
and Gas Lease (Short Form) dated March 14, 2002 between Shriners Hospitals for
Children, as Lessor, and Lario Oil & Gas Company, as Lessee, recorded July
2, 2002 in Book 2167at Page 384 of the Official Records, Tehama County,
California, insofar and only insofar as said lease covers the following
lands:

 

Township
23 North, Range 3 West, M.D.B.&M.

 

Section
1: Lots 5, 6, 7, 8, 9, 10, 11 and 12 of Corning Ranches in the County of Tehama.
State of California, as per map filed in Book N at Page 22 of Maps in the Office
of the County Recorder of said County.

 

APN
087-260-14










- 11
-















 

Township
23 North, Range 3 West, M.D.B.&M.

 

Section
12: Lots 3 and 4 of Corning Ranches in the County of Tehama, State of California
as per map filed in Book N at Page 22 of Maps in the office of the County
Recorder of said County.

 

APN
087-340-20

 

4. Oil and
Gas Lease (Short Form) dated July 17, 2002 between Mooseheart Child City &
School, Inc. c/o Moose Charities, Inc., as Lessor, and Lario Oil & Gas
Company, as Lessee, recorded August 12, 2002 in Book 2181 at Page 55 of the
Official Records, Tehama County, California, insofar and only insofar as said
lease covers the following lands:

 

Township
23 North, Range 3 West, M.D.B.&M.

 

Section
1: Lots 5, 6, 7, 8, 9, 10, 11 and 12 of Corning Ranches in the County of Tehama.
State of California, as per map filed in Book N at Page 22 of Maps in the Office
of the County Recorder of said County.

 

APN
087-260-14

 

Township
23 North, Range 3 West, M.D.B.&M.

 

Section
12: Lots 3 and 4 of Corning Ranches in the County of Tehama, State of California
as per map filed in Book N at Page 22 of Maps in the office of the County
Recorder of said County.

 

APN
087-340-20

 

5. Oil
and Gas Lease (Short Form) dated June 12, 2001, between Werner Laufer and
Juliana Laufer, as trustees of the Werner & Juliana Laufer Family Trust, as
Lessor, and Sunset Exploration, Inc., as Lessee, recorded September 11, 2001 in
Book 2069 at Page 077 of the Official Records, Tehama County, California,
insofar and only insofar as said lease covers the following lands:

 

Township
23 North, Range 3 West, M.D.B.&M.

 

Section
1: Lot 12 of Corning Ranches as the same is shown on the Record of Survey of
CORNING RANCHES, filed in the Office of the County Recorder of the County of
Tehama, August 3, 1962, in Book N of Maps, Page 22.

 

APN
087-260-10

 

6. Oil
and Gas Lease (Short Form) dated June 12, 2001, between Majoria L. Dickey, as
Lessor, and Sunset Exploration, Inc., as Lessee, recorded September 11, 2001 in
Book 2069 at Page 073 of the Official Records, Tehama County, California,
insofar and only insofar as said lease covers the following lands:

 

Township
23 North, Range 3 West, M.D.B.&M.

 

Section
1: Lots 5, 6, 7, 10 and 11 of Corning Ranches in the County of Tehama, State of
California, as per map filed in Book N at Page 22 of Maps, in the Office of the
County Recorder of said County.

 













- 12
-















 

Section
12: Lots 1 and 2 of Corning Ranches in the County of Tehama, State of
California, as per map filed in Book N at Page 22 of Maps, in the Office of the
County Recorder of said County.

 


	
      APN
	
      087-260-11

      087-260-12

      087-340-12

      087-340-42




 

7. Oil
and Gas Lease (Short Form) dated September 4, 2001, between W.B.W. Inc., as
Lessor, and Sunset Exploration, Inc., as Lessee, recorded November 13, 2001 in
Book 2087 at Page 352 of the Official Records, Tehama County, California,
insofar and only insofar as said lease covers the following lands:

 

Township
23 North, Range 3 West, M.D.B.&M.

 

Section
12: Lot 3 of Corning Ranches in the County of Tehama, State of California as per
map filed August 3, 1962, in Book N at Page 22 of Maps in the office of the
County Recorder of said County.

 

APN
087-340-20

 

8. Oil
and Gas Lease (Short Form) dated May 15, 2002 between Alice L. Dickey,
Administrator for the Estate of James L. Dickey, deceased; Alice L. Dickey,
Edith Dickey, John Dickey and James Dickey, sole heirs of James L. Dickey,
deceased, as Lessor, and Lario Oil & Gas Company, as Lessee, recorded August
12, 2002 in Book 2181 at Page 58 of the Official Records, Tehama County,
California, insofar and only insofar as said lease covers the following
lands:

 

Township
23 North, Range 3 West, M.D.B.&M.

 

Section
12: Lot 4 of Corning Ranches in the County of Tehama, State of California as per
map filed August 3, 1962, in Book N at Page 22 of Maps in the office of the
County Recorder of said County.

 

APN
87-340-43

 

9. Oil
and Gas Lease (Short Form) dated May 15, 2002 between Alice L. Dickey,
Administrator for the Estate of James L. Dickey, deceased; Alice L. Dickey,
Edith Dickey, John Dickey and James Dickey, sole heirs of James L. Dickey,
deceased, as Lessor, and Lario Oil & Gas Company, as Lessee, recorded
October 6, 2003 in Book 2382 at Page 330 of the Official Records, Tehama County,
California, insofar and only insofar as said lease covers the following
lands:

 

Township
23 North, Range 3 West, M.D.B.&M.

 

Section
12: Lot 4 of Corning Ranches in the County of Tehama, State of California as per
map filed August 3, 1962, in Book N at Page 22 of Maps in the office of the
County Recorder of said County.

 

APN
87-340-43










- 13
-















 

10. Oil
and Gas Lease (Short Form) dated May 15, 2002 between Alice L. Dickey,
Administrator for the Estate of James L. Dickey, deceased; Alice L. Dickey,
Edith Dickey, John Dickey and James Dickey, sole heirs of James L. Dickey,
deceased, as Lessor, and Lario Oil & Gas Company, as Lessee, recorded
September 20, 2002 in Book 2198 at Page 457 of the Official Records, Tehama
County, California, insofar and only insofar as said lease covers the following
lands:

 

Township
23 North, Range 3 West, M.D.B.&M.

 

Section
12: Lot 4 of Corning Ranches in the County of Tehama, State of California as per
map filed August 3, 1962, in Book N at Page 22 of Maps in the office of the
County Recorder of said County.

 

APN
87-340-43

 

11. Oil
and Gas Lease (Short Form) dated May 15, 2002 between Alice L. Dickey,
Administrator for the Estate of James L. Dickey, deceased; Alice L. Dickey,
Edith Dickey, John Dickey and James Dickey, sole heirs of James L. Dickey,
deceased, as Lessor, and Lario Oil & Gas Company, as Lessee, recorded
September 20, 2002 in Book 2198 at Page 460 of the Official Records, Tehama
County, California, insofar and only insofar as said lease covers the following
lands:

 

Township
23 North, Range 3 West, M.D.B.&M.

 

Section
12: Lot 4 of Corning Ranches in the County of Tehama, State of California as per
map filed August 3, 1962, in Book N at Page 22 of Maps in the office of the
County Recorder of said County.

 

APN
87-340-43

 

12. Oil,
Gas and Mineral Lease (Short Form) dated August 31, 2000 between Bates Estate
Company, as Lessor, and Sunset Exploration, Inc., as Lessee, recorded October
18, 2000 in Book 1981 at Page 472 of the Official Records, Tehama County,
California, insofar and only insofar as said lease covers the following
lands:

 

Township
23 North, Range 2 West, M.D.B.&M.

 

Section
7: Portions of lot 1 and the Northeast quarter of the Northwest quarter
containing 39.75 acres, LESS AND EXCEPTING therefrom 63.25 acres lying in the
southeasterly portions of Lot 1 and the Northeast quarter of the Northwest
quarter that are dedicated to the Layla #1-7 Victor Ranch #1-7
wells.

 

APN
091-100-001

 

C.
Declaration of Pooling for the Strange Brew Gas Unit dated effective the date of
first production (July 12, 2002) and recorded October 21, 










- 14
-















 

2003,
as document number 21755 in Book 2391 at Page 69 of the records of Tehama
County, California and covering the following wells and
leases:




Wells: Strange
Brew #1-31, Strange Brew #3-30, Strange Brew #4-30, and Strange Brew
#2-30

 

1. Oil
and Gas Lease (Short Form) dated January 7, 2002, between Michael Ray Parks and
Denise Louise Parks; Dureene P. Dudley, a widow, as to a Life Estate and Michael
Ray Parks and Denise Louise Parks, as Remaindermen, as Lessor, and Lario Oil
& Gas Company, as Lessee, recorded March 21, 2002, in Book 2130 at Page 047,
Official Records, Tehama County, California, insofar and only insofar as said
lease covers the following lands:

 

Township
24 North, Range 2 West, M.D.B.&M.

 

Section
31: 

Parcel
One:

Lot 2 in
Block 83 of Maywood Colony No. 9, as the same is shown on the map filed in the
Tehama County Recorder’s Office, June 5, 1897, in Book B of Maps at Page
28

 

Parcel
Two:

The West
151.14 feet of Lot 1, in Block 83, of Maywood Colony No. 9, as the same is shown
on the map filed in the Tehama County Recorder’s Office, June 5, 1897, in Book B
of Maps, at Page 28.

 

APN    091-050-40

            091-050-41

 

2. Oil
and Gas Lease (Short Form) dated March 29, 2002, between Gary E. May, as Lessor,
and Lario Oil & Gas Company, as Lessee, recorded April 29, 2002, in Book
2144 at Page 285, Official Records, Tehama County, California, insofar and only
insofar as said lease covers the following lands:

 

Township
24 North, Range 2 West, M.D.B.&M.

 

Section
31: Lot 1, in Block 83 of Maywood Colony No. 9, as the same is shown on the Map
filed in the Tehama County Recorder’s Office, June 5, 1897, in Book B of Maps at
Page 28

 

EXCEPTING
THEREFROM the West 151.14 feet of said Lot 1.

 

APN
091-050-42

 

3. Oil,
Gas and Mineral Lease (Short Form) dated August 26, 1998, between Bates Estate
Company, as Lessor, and Petroleum Properties Corporation, as Lessee, recorded
September 29, 1998, in Book 1821 at Page 063, Official Records, Tehama County,
California, insofar and only insofar as said lease covers the following
lands:










- 15
-















 

Township
24 North, Range 2 West, M.D.B.&M.

 

Section
31: The North one-half of the Northeast one-quarter of the Southwest one-quarter
(N/2NE/4SW/4), and the Northeast one-quarter of the Northwest one-quarter of the
Southwest one-quarter (NE/4NW/4SW/4)

 

APN
091-050-10

 

4. Oil
and Gas Lease (Short Form) dated March 30, 2002, between Ted M. Johnson, as
Lessor, and Lario Oil & Gas Company, as Lessee, recorded April 29, 2002, in
Book 2144 at Page 339, Official Records, Tehama County, California, insofar and
only insofar as said lease covers the following lands:

 

Township
24 North, Range 2 West, M.D.B.&M.

 

Section
30: Parcel B of Parcel Map No. 77-82, being a survey of a portion of Lots 1, 3,
and 4 of Block 82 of Maywood Colony No. 9 (Book B of Maps, at Page 28) as the
same is shown on the map filed in the Tehama County Recorder’s Office, May 10,
1979 in Book 6 of Parcel maps, at Page 9.

 

APN
091-290-46

 

5. Oil
and Gas Lease (Short Form) dated February 1, 2002, between Jay B. Keller and
Shari A. Keller, as Lessor, and Lario Oil & Gas Company, as Lessee, recorded
March 21, 2002, in Book 2130 at Page 031, Official Records, Tehama County,
California, insofar and only insofar as said lease covers the following
lands:

 

Township
24 North, Range 2 West, M.D.B.&M.

 

Section
31:

Parcel
1:

Lots 5,
6, 7 and Lot 8 in Block 83; Lots 1, 2, and 3, South half of Lot 4 and all of
Lots 5, 6 and 7, in Block 85 of Maywood Colony No. 9 as shown on the Map
thereof, filed in the Tehama County Recorder’s Office, June 5, 1897 in Book B of
Maps, at Page 28.

 

Parcel
2:

The North
half of Lot 4, Block 85 Maywood Colony No. 9, as the same is shown on the Map
filed June 5, 1897 in the Office of the County Recorder of Tehama County, in
Book B of Maps, at Page 28.

 

APN   091-050-04

           091-050-05

 

6. Oil
and Gas Lease (Short Form) dated August 30, 2001, between Jack Price and
Katherine Price, as Lessor, and Sunset Exploration, Inc., as Lessee, recorded
November 13, 2001, in Book 2087 at Page 349, Official Records, Tehama County,
California, insofar and only insofar as said lease covers the following
lands:










- 16
-















 

Township
24 North, Range 2 West, M.D.B.&M.

 

Section
30:

Parcel C
of Parcel Map No. 77-82, being a survey of a portion of Lots 1, 3 and 4 of Block
82 of Maywood Colony No. 9 (Book B of Maps, at Page 28) as the same is shown on
the map filed in the Tehama County Recorder’s Office May 10, 1979 in Book 6 of
Parcel Maps, at Page 9.

 

APN
091-290-47

 

7. Oil
and Gas Lease (Short Form) dated September 27, 2001, between William Gregory
Peck and Diana L. Peck, also known as Diana Lynn Peck, as Lessor, and Sunset
Exploration, Inc., as Lessee, recorded November 13, 2001, in Book 2087 at Page
358, Official Records, Tehama County, California, insofar and only insofar as
said lease covers the following lands:

 

Township
24 North, Range 2 West, M.D.B.&M.

 

Section
30:

Parcel A
of Parcel Map No. 77-82, being a survey of a portion of Lots 1, 3 and 4 of Block
82 of Maywood Colony No. 9 (Book B of Maps, at Page 28) as the same is shown on
the map filed in the Tehama County Recorder’s Office May 10, 1979 in Book 6 of
Parcel Maps, at Page 9.

 

APN
091-290-45

 

8. Oil and
Gas Lease (Short Form) dated September 4, 2001, between Bennie Joseph Latino,
Trustee or his successors in trust, under the Bennie Joseph Revocable Trust,
dated May 14, 1998, as Lessor, and Sunset Exploration, Inc., as Lessee, recorded
November 13, 2001, in Book 2087 at Page 355, Official Records, Tehama County,
California, insofar and only insofar as said lease covers the following
lands:

 

Township
24 North, Range 2 West, M.D.B.&M.

 

Section
30:

Lot 2 in
Block 82 of Maywood Colony No. 9 as the same is shown on the Map entitled
“Maywood Colony No. 9, Tehama County, California” filed in the office of the
County Recorder of the County of Tehama, State of California, June 5, 1897, in
Book B of Maps, at Page 28.

 

APN
091-290-18

 

9. Oil
and Gas Lease (Short Form) dated February 1, 2002, between Garry S. Vance and
Kori L. Vance, as Lessor, and Lario Oil & Gas Company, as Lessee, recorded
March 21, 2002, in Book 2130 at Page 018, Official Records, Tehama County,
California, insofar and only insofar as said lease covers the following
lands:

 

Parcel
One:

Parcel A
of Parcel Map No. 83-26, being a division of Section 30, Township 24 North,
Range 2 West, M.D.B. & M., as the same is shown on the 










- 17
-















 

Map filed
in the Tehama County Recorder’s Office, recorded November 17, 1983, in Book 7 of
Parcel Maps, Page 223.

 

APN
091-290-55

 

Parcel
Two:

Parcel B
of Parcel Map No. 83-26, being a division of Section 30, Township 24 North,
Range 2 West, M.D.B. & M., as the same is shown on the Map filed in the
Tehama County Recorder’s Office, recorded November 17, 1983, in Book 7 of Parcel
Maps, Page 223.

 

APN
091-290-56

 

Parcel
Three:

Parcel 3
of the Southwest quarter of Section 30, Township 24 North, Range 2 West, Mount
Diablo Base and Meridian, as the same is shown on the Parcel Map No. 662, filed
in the Tehama County Recorder’s Office February 13, 1976, in Book 2 of Parcel
Maps, Page 192.

 

APN
091-290-16

 

10. Oil
and Gas Lease (Short Form) dated February 1, 2002, between Donald L. Stokes, Jr.
and Mona Stokes, as Lessor, and Lario Oil & Gas Company, as Lessee, recorded
March 21, 2002, in Book 2130 at Page 035, Official Records, Tehama County,
California, insofar and only insofar as said lease covers the following
lands:

 

Parcel 2
of the Southwest quarter of Section 30, Township 24 North, Range 2 West, Mount
Diablo Base and Meridian, as the same is shown on Parcel Map No. 662, filed in
the Tehama County Recorder’s Office, February 13, 1976 in Book 2 of Parcel Maps,
at Page 192.

 

APN
091-290-15

 

11. Oil,
Gas and Mineral Lease (Short Form) dated February 1, 1999, between Eugene M.
Smith and Merle F. Smith, as Lessor, and Petroleum Properties Corporation, as
Lessee, recorded March 26, 1999, in Book 1860 at Page 091, Official Records,
Tehama County, California, insofar and only insofar as said lease covers the
following lands:

 

Township
24 North, Range 2 West, M.D.B.&M.

 

Section
30: The West-half of Southwest quarter (W1/2 of SW/4)

The land
included herein is a portion of the above being more particularly described as
Parcel 1, as the same is shown on Parcel Map No. 662, filed in the Tehama County
Recorder’s Office, February 13, 1976 in Book 2 of Parcel Maps, at Page
192.

 

APN
091-290-14

 

12. Oil
and Gas Lease (Short Form) dated February 6, 2002, between Blanton Street
Partners, as Lessor, and Lario Oil & Gas Company, as Lessee,
recorded










- 18
-















 

March 21,
2002, in Book 2130 at Page 027, Official Records, Tehama County, California,
insofar and only insofar as said lease covers the following lands:

 

Township
24 North, Range 2 West, M.D.B.&M.

 

Section
29:

Parcel
One:

The West
half of the West half of Lot 3 and all of Lots 4 and 5 and the West one-quarter
of Lot 6 in Block 153, Maywood Colony No. 20, as the same are shown on the map
filed in the Tehama County Recorder’s Office, October 23, 1899 in Book B of Maps
at Page 42.

Excepting
therefrom:





	(c)  	
      That
      portion conveyed to the County of Tehama by Deed recorded May 28, 1963 in
      Book 432 at Page 156, Official Records of Tehama County, described as
      follows: The North 40.00 feet of the Easterly 355.00 feet of Lot 4 in
      Block 153, and the North 40.00 feet of the West quarter of Lot 3 in Block
      153;




 


	 	
      (d)  
      
	
      That
      portion conveyed to the County of Tehama by Deed recorded October 2, 1968
      in Book 517 at Page 316, Official Records of Tehama County, described as
      follows: A strip of land 40.00 feet in width lying Southerly of the
      following described line: Beginning at the Northwesterly corner of the
      North 40.00 feet of the Easterly 355.00 feet of Lot 4 in Block 153 as
      conveyed to the County of Tehama in the Grant Deed from Rainer Orchards,
      Incorporated, recorded May 28, 1963 in Book 432 of Official Records at
      Page 156, Tehama County Records; thence along the Northerly line of said
      Lot 4, West 115.0 feet and point of termination and being a portion of Lot
      4, Block 153, Maywood Colony No. 20.




 

APN
091-260-37

 

Parcel
Two:

The North
40.00 feet of the Easterly 355.00 feet of Lot 4 in Block 153, and the North
40.00 feet of the West quarter of Lot 3 in Block 153, all in Maywood Colony No.
20, as the same are shown on the map filed in the Tehama County Recorder’s
Office, October 23, 1899 in Book B of Maps at Page 42.

 

APN
091-260-36-2M

 

13. Oil,
Gas and Mineral Lease (Short Form) dated July 31, 2000, between Jane A. Flynn,
as Lessor, and Lario Oil & Gas Company, as Lessee, recorded September 11,
2000, in Book 1973 at Page 595, Official Records, Tehama County, California,
insofar and only insofar as said lease covers the following lands:










- 19
-















 

Township
24 North, Range 2 West, M.D.B.&M.

 

Section
30: The lands included herein are a portion of the above being more particularly
described as follows: The Northwest quarter of the Southeast quarter in Section
30, Township 24 North, Range 2 West, M.D.B. & M.

 

APN
091-290-20

 

14. Oil,
Gas and Mineral Lease (Short Form) dated August 20, 1998, between Wanda J.
Andrews and John C. Hoffman, as Lessor, and Petroleum Properties Corporation, as
Lessee, recorded September 29, 1998, in Book 1821 at Page 060, Official Records,
Tehama County, California, insofar and only insofar as said lease covers the
following lands:

 

Township
24 North, Range 2 West, M.D.B.&M.

 

Section
31: The North one-half of the Northwest one-quarter of the Southeast one-quarter
(N/2NW/4SE/4), and the Northwest one-quarter of the Northeast one-quarter of the
Southeast one-quarter (NW/4NE/4SE/4)

 

APN
091-050-11

 

15. Oil
and Gas Lease (Short Form) dated January 10, 2002, between Pauline B. Jackson,
Helen Marguerite Breedlove and Paula Lee Ash, as Lessor, and Lario Oil & Gas
Company, as Lessee, recorded March 21, 2002, in Book 2130 at Page 022, Official
Records, Tehama County, California, insofar and only insofar as said lease
covers the following lands:

 

Parcel C
of Parcel Map No. 78-37 filed in the Tehama County Recorder’s Office March 23,
1970 in Book 5 of Parcel maps, Page 224, being a portion of the East one-half of
the Northeast one-quarter of Section 31, Township 24 North, Range 2 West, Mount
Diablo Base and Meridian, according to the official plat thereof.

 

APN
091-050-31

 

16. Oil
and Gas Lease (Short Form) dated February 26, 2002, between Lisa Gail
Grace-Kellogg, as Lessor, and Lario Oil & Gas Company, as Lessee, recorded
April 29, 2002, in Book 2144 at Page 323, Official Records, Tehama County,
California, insofar and only insofar as said lease covers the following
lands:

 

Parcels
A, B, C and D of Parcel Map No. 78-37 filed in the Tehama County Recorder’s
Office March 23, 1970 in Book 5 of Parcel maps, Page 224, being a portion of the
East one-half of the Northeast one-quarter of Section 31, Township 24 North,
Range 2 West, Mount Diablo Base and Meridian, according to the official plat
thereof.

 

APN
091-050-29

APN
091-050-30










- 20
-















 

APN
091-050-31

APN
091-050-32

 

All that
portion of the East one-half of the Southeast one-quarter of Section 30,
Township 24 North, Range 2 West, Mount Diablo Base and Meridian, according to
the Official Plat thereof, lying South of the South line of the parcel of land
conveyed to the County of Tehama by Deed recorded January 19, 1967 in Book 495,
at Page 408, Official Records. 

 

APN
091-050-22

 

17. Oil
and Gas Lease (Short Form) dated February 26, 2002, between Frederick J.
Hanshaw, as Lessor, and Lario Oil & Gas Company, as Lessee, recorded April
29, 2002, in Book 2144 at Page 327, Official Records, Tehama County, California,
insofar and only insofar as said lease covers the following lands:

 

Parcels
A, B, C and D of Parcel Map No. 78-37 filed in the Tehama County Recorder’s
Office March 23, 1970 in Book 5 of Parcel maps, Page 224, being a portion of the
East one-half of the Northeast one-quarter of Section 31, Township 24 North,
Range 2 West, Mount Diablo Base and Meridian, according to the official plat
thereof.

 

APN
091-050-29

APN
091-050-30

APN
091-050-31

 

A All
that portion of the East one-half of the Southeast one-quarter of Section 30,
Township 24 North, Range 2 West, Mount Diablo Base and Meridian, according to
the Official Plat thereof, lying South of the South line of the parcel of land
conveyed to the County of Tehama by Deed recorded January 19, 1967 in Book 495,
at Page 408, Official Records. 

 

APN
091-050-22

 

18. Oil
and Gas Lease (Short Form) dated January 10, 2002, between Pauline B. Jackson,
Helen Marguerite Breedlove and Paula Lee Ash, as Lessor, and Lario Oil & Gas
Company, as Lessee, recorded April 29, 2002, in Book 2144 at Page 280, Official
Records, Tehama County, California, insofar and only insofar as said lease
covers the following lands:

 

Parcel C
of Parcel Map No. 78-37 filed in the Tehama County Recorder’s Office March 23,
1970 in Book 5 of Parcel maps, Page 224, being a portion of the East one-half of
the Northeast one-quarter of Section 31, Township 24 North, Range 2 West, Mount
Diablo Base and Meridian, according to the official plat thereof.

 

APN
091-050-31

 

19. Oil
and Gas Lease (Short Form) dated December 21, 2001, between Benny L. Campbell
and Norma M. Campbell, as Lessor, and Lario Oil & Gas Company, as Lessee,
recorded January 30, 2002, in Book 2112 at Page 146, Official
Records,










- 21
-















 

Tehama
County, California, insofar and only insofar as said lease covers the following
lands:

 

Parcel B
of Parcel Map No. 78-37 filed in the Tehama County Recorder’s Office March 23,
1970 in Book 5 of Parcel maps, Page 224, being a portion of the East one-half of
the Northeast one-quarter of Section 31, Township 24 North, Range 2 West, Mount
Diablo Base and Meridian, according to the official plat thereof.

 

APN
091-050-30

 

20. Oil
and Gas Lease (Short Form) dated June 26, 2002, between Gregory W. Long and
Shanna J. Long, as Lessor, and Lario Oil & Gas Company, as Lessee, recorded
July 17, 2002, in Book 2172 at Page 169, Official Records, Tehama County,
California, insofar and only insofar as said lease covers the following
lands:

 

Parcel
One:

All that
portion of the East one-half of the Southeast one-quarter of Section 30,
Township 24 North, Range 2 West, Mount Diablo Base and Meridian, according to
the Official Plat thereof, lying South of the South line of the parcel of land
conveyed to the County of Tehama by Deed recorded January 19, 1967 in Book 495,
at Page 408, Official Records. 

 

Parcel
Two:

Parcel A
of Parcel Map No. 78-37 filed in the Tehama County Recorder’s Office on March
23, 1970 in Book 5 of Parcel Maps, Page 224, being a portion of the East
one-half of the Northeast one-quarter of Section 31, Township 24 North, Range 2
West, Mount Diablo Base and Meridian, according to the Official Plat
thereof.

 

APN  091-050-29

          091-290-22

 

21. Oil
and Gas Lease (Short Form) dated July 3, 2002, between Stefan O. Gappa and
Cynthia Lee Gappa, as Lessor, and Lario Oil & Gas Company, as Lessee,
recorded July 17, 2002, in Book 2172 at Page 202, Official Records, Tehama
County, California, insofar and only insofar as said lease covers the following
lands:

 

Lot 8, in
Block 85 of Maywood Colony No. 9 as is designated and so delineated upon the
Official Plot or Maps thereof, now on file in the Office of the County Recorder
of Tehama County, California.

 

APN
091-050-08

 

Parcel D
of Parcel Map No. 78-37 filed in the Tehama County Recorder’s Office on March
23, 1970 in Book 5 of Parcel Maps, Page 224, being a portion of the East
one-half of the Northeast one-quarter of Section 31,










- 22
-















 

Township
24 North, Range 2 West, Mount Diablo Base and Meridian, according to the
Official Plat thereof.

 

APN
091-050-32

 

22. Oil
and Gas Lease (Short Form) dated May 23, 2003, between Sharon Sue Vaughan, as
Lessor, and Lario Oil & Gas Company, as Lessee, recorded July 29, 2003, in
Book 2340 at Page 215, Official Records, Tehama County, California, insofar and
only insofar as said lease covers the following lands:

 

Parcel D
of Parcel Map No. 77-82, being a survey of a portion of Lots 1, 3, and 4 of
Block 82 of Maywood Colony No. 9 (Book B of Maps at Page 28) as the same is
shown on the map filed in the Tehama County Recorder’s Office, May 10, 1979, in
Book 6 of Parcel Maps at Page 9

 

APN
091-290-48 

 

23. Oil
and Gas Lease (Short Form) dated June 19, 2003, between Jess P. Barnett and
Helen Barnett, Trustees of the Barnett Family Living Trust dated April 25, 1994,
as Lessor, and Lario Oil & Gas Company, as Lessee, recorded July 29, 2003,
in Book 2340 at Page 212, Official Records, Tehama County, California, insofar
and only insofar as said lease covers the following lands:

 

Parcel
One:

Parcel B
of Parcel Map No. 77-23, filed in the Tehama County Recorder’s Office, June 2,
1977, in Book 4 of Parcel Maps at Page 51. Being a portion of the Northeast
quarter of Section 30, Township 24 North, Range 2 West, Mount Diablo Base and
Meridian, according to the Official Plat thereof

 

APN
91-290-09

 

Parcel
Two:

Parcel C
of Parcel Map No. 77-23, filed in the Tehama County Recorder’s Office, June 2,
1977, in Book 4 of Parcel Maps at Page 51. Being a portion of the Northeast
quarter of Section 30, Township 24 North, Range 2 West, Mount Diablo Base and
Meridian, according to the Official Plat thereof

 

APN
091-290-08

 

24. Oil
and Gas Lease (Short Form) dated January 16, 2003, between Michael A. Noftz, as
Lessor, and Lario Oil & Gas Company, as Lessee, recorded February 10, 2003,
in Book 2256 at Page 011, Official Records, Tehama County, California, insofar
and only insofar as said lease covers the following lands:

 

Parcel A
of Parcel Map No. 80-11, filed in the Tehama County Recorder’s Office, June 27,
1980 in Book 6 of Parcel Maps at Page 200, (being a por-

 

 







- 23
-















 

tion of
the Southeast quarter of the Northeast quarter of Section 30, Township 24 North,
Range 2 West, Mount Diablo Base and Meridian.)

 

APN
091-290-49

 

25. Oil
and Gas Lease (Short Form) dated January 17, 2003, between Michael Kellogg and
Susan Kellogg, as Lessor, and Lario Oil & Gas Company, as Lessee, recorded
February 10, 2003, in Book 2256 at Page 014, Official Records, Tehama County,
California, insofar and only insofar as said lease covers the following
lands:

 

Parcel C
of Parcel Map No. 80-11, filed in the Tehama County Recorder’s Office, June 27,
1980 in Book 6 of Parcel Maps at Page 200, (being a portion of the Southeast
quarter of the Northeast quarter of Section 30, Township 24 North, Range 2 West,
Mount Diablo Base and Meridian.)

 

APN
091-290-51

 

26. Oil
and Gas Lease (Short Form) dated March 13, 2003, between Shane Billingsley and
Shala Billingsley, as Lessor, and Lario Oil & Gas Company, as Lessee,
recorded May 22, 2003, in Book 2304 at Page 305, Official Records, Tehama
County, California, insofar and only insofar as said lease covers the following
lands:

 

Parcel B
of Parcel Map No. 80-11, as the same is shown on map filed in the Tehama County
Recorder’s Office, June 27, 1980 in Book 6 of Parcel Maps at Page 200, (being a
portion of the Southeast quarter of the Northeast quarter of Section 30,
Township 24 North, Range 2 West, Mount Diablo Base and Meridian.)

 

APN
091-290-50

 

27. Oil
and Gas Lease (Short Form) dated February 13, 2003, between Carl L. Zenor and
Phyllis G. Zenor, as Lessor, and Lario Oil & Gas Company, as Lessee,
recorded May 22, 2003, in Book 2304 at Page 308, Official Records, Tehama
County, California, insofar and only insofar as said lease covers the following
lands:

 

Parcel D
of Parcel Map No. 80-11, filed in the Tehama County Recorder’s Office, June 27,
1980 in Book 6 of Parcel Maps at Page 200, (being a portion of the Southeast
quarter of the Northeast quarter of Section 30, Township 24 North, Range 2 West,
Mount Diablo Base and Meridian.)

 

APN
091-290-52

 

D.
 Layla
#1-7 Well. Effective date of first production June 20, 2002.
Oil and
Gas Lease (Short Form) dated August 31, 2000, between Bates Estate Company, as
Lessor, and Sunset Exploration, Inc., as Lessee, recorded October 18, 2000, in
Book 1981 at Page 472, Official Records, Tehama County, California, insofar and
only insofar as said lease covers the following lands:










- 24
-















 

Township
23 North, Range 2 West, MDBM

 

Section
7: a portion of government lots 1 and 2 and the N/2NE/4NW/4

containing
32.25 acres

 

APN
91-100-01

 




 

 

 

 

 


 







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-























EXHIBIT
“B”




Attached
to and made a

 

part of
that certain

 

Purchase
and Sale Agreement,

 

dated
March 1, 2004,

 

by and
between 

 

Production
Specialties Company, as Seller,

 

and
Trident Oil and Gas, Inc., as Purchaser







(Assignment
and Bill of Sale)































RECORDING
REQUESTED BY AND

WHEN
RECORDED RETURN TO:

 

___________________________________

___________________________________

___________________________________

___________________________________

 



















ASSIGNMENT
AND BILL OF SALE




PRODUCTION
SPECIALTIES COPMANY, A CALIFORNIA CORPORATION, hereinafter referred to as
“Assignor,” for good and valuable consideration (the receipt and sufficiency of
which are hereby acknowledged), does hereby GRANT, BARGAIN, SELL, CONVEY,
ASSIGN, TRANSFER, SET OVER, and DELIVER unto TRIDENT OIL AND GAS, INC., A NEVADA
CORPORATION, hereinafter referred to as Assignee, an undivided thirty seven and
one-half percent (37.50%) of all of Assignor’s rights, title and interests in
and to the following (collectively called the “Assets”):




(A) The Oil
and Gas Leases described in Exhibit “A” (the “Leases”) attached hereto; (ii) the
Declarations of Pooling described in said Exhibit “A”; (iii) the Oil and Gas
Wells described in said Exhibit “A”; (iv) the easements, rights-of-way, and
other rights, privileges, benefits and powers with respect to the use and
occupation of the surface of, and the subsurface depths under, the land covered
by the Leases; (v) all rights in respect of any pooled or unitized acreage
located in whole or in part within each Lease, including all production from the
pool or unit allocated to any such Lease, and all interest in any well(s) within
the unit or pool associated with such Lease, regardless of whether such unit or
pool production comes from a well or wells located within or outside of such
Lease;




(B) All
pipelines, personal property, equipment, fixtures and improvements located on or
appurtenant to the Leases and used in or related to the production,
transportation, treatment, sale and/or disposal of gas and/or hydrocarbons or
water produced therefrom or attributable thereto;




(C) All
licenses, servitudes, gas purchase and sale contracts, farm-in agreements,
farm-out agreements, bottom hole agreements, acreage contribution agreements,
operating agreements, unit agreements, processing agreements, options, leases of
equipment or facilities, joint venture agreements, pooling agreements,
transportation agreements, rights-of-way, and other contracts, agreements and
rights of any kind which are owned by Assignor, in





























whole or
in part, and which are: (i) appurtenant to the Leases, or (ii) used or held for
use in connection with the ownership or operation of the Leases, or the
production, sale, distribution, transportation or disposal of gas and/or
hydrocarbons or water from the Leases;




(D) All
governmental permits, licenses and authorizations, including environmental
permits, licenses and other authorizations, as well as any applications for the
same, related to the Leases or the operation thereof;




(E) All of
the documents, files, records and other data relating to the Assets described in
Paragraphs (A), (B), (C) and (D) above, including, without limitation, title
records, surveys, maps, drawings, contracts, correspondence, microfiche lists,
geological, geophysical, and seismic records, data, and information, production
records, electric logs, core data, pressure data, decline curves, graphical
production curves, and all related matters in Assignor’s possession;
and




(F) Any and
all other assets of Assignor appurtenant to, related to, or used or useful in
connection with the Leases.




TO HAVE
AND TO HOLD the undivided thirty seven and one-half percent (37.50%) unto
Assignee, its successors and assigns, forever.




This
Assignment and Bill of Sale is made and accepted subject to the following terms
and conditions:





	 	
      1.
	
      THIS
      ASSIGNMENT IS MADE WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR
      STATUTORY, EXCEPT THAT ASSIGNOR WARRANTS AND WILL DEFEND THE ASSETS UNTO
      ASSIGNEE FROM AND AGAINST ALL PERSONS CLAIMING THE ASSETS OR ANY PART
      THEREOF BY, THROUGH, OR UNDER ASSIGNOR, BUT NOT
  OTHERWISE.








	 	
      2.
	
      ASSIGNOR
      EXPRESSLY DISCLAIMS AND NEGATES ANY WARRANTY AS TO THE CONDITION OF ANY
      PERSONAL PROPERTY, EQUIPMENT, FIXTURES, AND ITEMS OF MOVEABLE PROPERTY
      COMPRISING ANY PART OF THE ASSETS, IT BEING EXPRESSLY UNDERSTOOD THAT SAID
      PERSONAL PROPERTY, FIXTURES, EQUIPMENT AND OTHER ITEMS ARE BEING CONVEYED
      TO ASSIGNEE “AS IS AND WHERE IS” WITHOUT ANY WARRANTY OF MERCHANTABILITY,
      CONDITION OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER WARRANTY,
      EXPRESS OR IMPLIED.








	 	
      3.
	
      To
      the extent permitted by law, Assignee shall be subrogated to Assignor’s
      rights in and to any prior representations, warranties
  or




 


 







- 2
-















covenants
given with respect to the Assets. Assignor hereby grants and transfers to
Assignee, its successors and assigns, to the extent that they may exist and be
so transferable as permitted by law, the benefit of and the right to enforce any
such prior representations, warranties, or covenants that may
exist.





	 	
      4.
	
      Assignor
      agrees to execute and deliver to Assignee, from time to time, such other
      and additional instruments, notices, division orders, transfer orders, and
      other documents, and to do all such other and further acts and things as
      may be reasonably necessary to fully and effectively carry out the intent
      and purposes of this Assignment and Bill of
Sale.




 


	 	
      5.
	
      Unless
      expressly provided otherwise, all recording references in the Exhibits
      attached hereto are to the Official Records of the County in which the
      Assets are located.








	 	
      6.
	
      This
      Assignment shall be binding upon and inure to the benefit of Assignor and
      Assignee, and to their respective successors and
  assigns.








	 	
      7.
	
      This
      Assignment may be executed in one or more counterparts, each of which
      shall be deemed an original, and said counterparts shall constitute but
      one and the same instrument which may be sufficiently evidenced by one
      counterpart. The fact that this Assignment may have been executed at
      different times by different parties shall not affect its
      validity.







This
Assignment and Bill of Sale is effective as of 7:00 A.M., Pacific Time, on March
1, 2004 (“Effective Date”).




IN
WITNESS WHEREOF, Assignor and Assignee have executed this Assignment and Bill of
Sale on the date set forth in their respective acknowledgments below, but
effective as of the Effective Date.







ASSIGNOR                                                                                               
ASSIGNEE




PRODUCTION
SPECIALTIES                                                               
TRIDENT
OIL AND GAS, INC.

COMPANY




By:/s/
Dero
Parker                                                        
                           
By:/s/Stuart
McPherson                                                 


           President                                            
(Name)                                                                                                         
(Name)

                                                                        
(Title)                                                                                                           
(Title)

 

 







- 3
-












 

SCHEDULE
“B”

 

 

DECLARATION
OF TRUST




THIS
INDENTURE made effective as of the 7th th day of March, 2005.

 

BETWEEN:

TRIDENT
OIL AND GAS, INC., 

a Nevada
corporation having offices at 

3273 E.
Warm Springs Road, 

Las
Vegas, Nevada, USA 89120




(the
"Trustee")

OF
THE FIRST PART

AND:

TRYX
VENTURES INC.,


a Nevada
corporation having offices at 

#314 -
837 West Hastings Street

Vancouver,
British Columbia, Canada, V6C 3N6

 

(the
"Beneficiary")

OF
THE SECOND PART

WHEREAS:




A.  The
Trustee is the sole registered owner of certain assets more particularly
described and defined in paragraph 1.01 of a Purchase and Sale Agreement dated
March 1, 2004 (the “Purchase and Sale Agreement”) by and between Production
Specialties Company and Trident Oil and Gas, Inc., a copy of which is attached
hereto and forms part of this Agreement, (hereinafter the “Trust
Property”);




B.  Pursuant
to a Purchase, Sale and Assumption Agreement entered into on March 7, 2005 by
and between the Trustee and the Beneficiary (the Purchase, Sale and Assumption
Agreement”), the Beneficiary, among other things, purchased the Trust Property
from the Trustee; and




C.  The
Trustee has agreed to hold all of their right title and interest in the Trust
Property in trust for the Beneficiary on the terms and conditions hereinafter
set forth:

 

                 
NOW THEREFORE THIS AGREEMENT WITNESSES THAT, in
consideration of the sum of Two ($2.00) Dollars now paid by each of the parties
hereto to 

 


























the
other, the receipt and sufficiency of which is hereby acknowledged, and of the
premises and of the mutual covenants and agreements herein contained, it is
hereby mutually covenanted, agreed and acknowledged between the parties hereto
as follows:




1.  The
Trustee does and shall stand seized of the Trust Property in trust for the
Beneficiary, the Beneficiary’s, successors and assigns, forever, and shall
transfer, lease, encumber or dispose of the Trust Property only in such manner
as the Beneficiary, the Beneficiary’s, successors and assigns lawfully
direct.




2.  All
dividends, profits, and advantages accruing to or arising out of the Trust
Property shall be held by the Trustee for the exclusive use, benefit and
advantage of the Beneficiary and the Trustee shall, upon written demand from the
Beneficiary, account to the Beneficiary for all such profits and advantages and
pay over the same to the Beneficiary.




4.  Upon
receipt of a written demand from the Beneficiary the Trustees shall transfer the
legal and registered title to the Trust Property to the Beneficiary or the
Beneficiary’s nominee and account to and pay over to them all dividends and
profits that shall have been received by the Trustees thereon.




5.  The
Beneficiary shall pay and or fulfil any and all obligations, costs and expenses
incurred with respect to the Trust Property of every nature and
kind.




6.  The
Beneficiary shall comply with all obligations in respect of the Trust Property
as is required of it pursuant to the Purchase, Sale and Assumption
Agreement.

 


 







- 2
-












 


 

7.  The
Beneficiary will indemnify and save harmless the Trustee from any and all
claims, demands, payments of money, causes of actions, suits, judgments,
howsoever arising out of or in connection with the Trust Property.




8.  The
Trustee does hereby acknowledge and declare further and that the Trustee will
not permit the Trust Property to become in any way charged, encumbered or
affected by any act or omission of the Trustee.




9.  The
parties shall execute such further assurances and other documents and
instruments and do such further and other things as may be necessary to
implement and carry out the intent of this Agreement.




10.  All
notices, writings or demands to be given to any Party pursuant to this Agreement
must be in writing and must be delivered to such Party at his/its address set
out above (or to such other address, notice of which has been given to all
Parties hereto) and will be deemed to have been given on the day so
served.




11.  No waiver
of any term or provision of this Agreement will be enforceable unless it is in
writing signed by the Party against whom such waiver is sought to be enforced
and makes specific reference to this Agreement, and this Agreement may only be
amended in writing signed by the Parties hereto.




12.  In the
event that any one of the provisions of this Agreement is invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein will not in any way be affected or
impaired thereby.




13.  Wherever
the singular, or masculine or neuter is used herein, the same is to be construed
as meaning the plural or the feminine or body corporate or vice-versa where the
context or the hereto so require and, if any Party is more than one person, the
covenants and agreements by such Party are to be joint as well as
several.

 


 







- 3
-












 


 

14.  This
Agreement will be governed by and construed and enforced in accordance with, and
the right of the Parties shall be governed by, the laws of the State of
Nevada.




15.  This
Agreement will be binding upon and inure to the benefit of the Parties hereto
and their respective heirs, executors, administrators, successors and permitted
assigns.




16.  Time is
of the essence of this Agreement.




17.  The
recitals to this Agreement shall be deemed to be, representations or statements
of fact by the Parties.




IN
WITNESS WHEREOF the
parties hereto have hereunto set their hands and seals as of the date first
hereinbefore mentioned.




BENEFICIARY:

 

TRYX
VENTURES INC.

 

                                                                                                Per:/s/
Alessandra
Bordon                                            


                                                                                                      Authorized
Signatory

 

 

                                                                                              
TRUSTEE:

 

                                                                                              
TRIDENT OIL AND GAS, INC.

 

                                                                                                Per:/s/
Stuart
McPherson                                            


                                                                                                     
Authorized Signatory




 

This is
page four of a four page Declaration of Trust, between TRIDENT OIL AND GAS, INC.
as Trustee and TRYX VENTURES INC. as Beneficiary.












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