Filed by Automated Filing Services Inc. (604) 609-0244 - Dynamic Oil & Gas, Inc. - Exhibit 10.15







ROYALTY INTEREST REPURCHASE AGREEMENT



THIS AGREEMENT is made as of the 6th day of July, 2003


 BETWEEN:

DYNAMIC OIL & GAS, INC.
  a British Columbia company with its principal place of business located at 230
  – 10991 Shellbridge Way, Richmond, British Columbia V6X 3C6 (the “Purchaser”)


 AND:

WAYNE J. BABCOCK,
  a professional geophysicist having a residence located at 3949 West 32nd Avenue,
  Vancouver, British Columbia V6S 1Z4 (the “Seller”) 


WHEREAS: 


	A.	The Seller was previously granted certain
        royalty interests (the “Royalty Interests”) in respect
        of petroleum substances within, upon or under certain lands in which the
        Purchaser had an interest under the terms of an Overriding Royalty Agreement
        dated July 13, 1990 (the “Royalty Agreement”);

	 	 
	B.	The Purchaser has agreed to purchase
        and the Seller has agreed to sell the Royalty Interests for the price
        and on the terms stated in this Agreement.



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


	1.	Definitions.:

	 	 	 
	 	(a)
	the following terms shall
        have the following meanings in this Agreement:

	 	 	 
	 	(i)
	“Closing Date” means
        July 7, 2003 or such other date as the parties may agree; and

	 	 	 
	 	(ii)
	“Encumbrances” means
        any lien, mortgage, charge, hypothec, pledge, security interest, prior
        assignment, option, warrant, lease, sublease, right to possession, encumbrance,
        claim, right or restriction which affects, by way of a conflicting ownership
        interest or otherwise, the right, title or interest in or to the Royalty
        Interests; and

	 	 	 
	 	(b)
	capitalized terms not otherwise
        defined in this Agreement shall have the meaning assigned in the Royalty
        Agreement.

	 	 
	2.	Purchase and Sale
        of Royalty Interests. Upon the terms and subject to the conditions
        of this Agreement, and in consideration of the Purchase Price, the Seller
        shall sell, assign, transfer and deliver the Royalty Interests free of
        Encumbrances to the Purchaser and the Purchaser shall purchase from the
        Seller and take delivery of the Royalty Interests with effect from the
        Closing Date.













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	3.	Purchase Price.
        The aggregate purchase price for the Royalty Interests shall be Cdn.$2,172,000
        (the “Purchase Price”), payable by the Purchaser to the
        Seller, subject to section 4, through the issuance of 413,714 common shares
        of the Purchaser on the Closing Date (the “Shares”) at
        a deemed price per share of Cdn.$5.25.

	 	 
	4.	Withholding Taxes.
        The Purchaser shall be entitled to withhold from the Purchase Price
        those amounts required to be withheld as taxes, governmental charges or
        assessments, including, but not limited to, all amounts required to be
        withheld pursuant to the Income Tax Act (Canada), the Canada
        Pension Plan, the Employment Insurance Act and any other applicable
        legislation.

	 	 
	5.	Closing. The
        closing of the purchase and sale of the Royalty Interests and the other
        transactions contemplated herein (the “Closing”) shall
        take place at 12:01 a.m. (Vancouver time) on July 7, 2003 at the offices
        of the Purchaser. At the Closing, the Seller shall deliver to the Purchaser
        a certificate confirming the representations and warranties contained
        in section 6 are true and correct on and as if made at Closing. At the
        Closing, the Purchaser shall deliver the Shares.

	 	 
	6.	Representations and
        Warranties of the Seller. As an inducement to the Purchaser to
        enter into this Agreement and consummate the transactions contemplated
        hereby, the Seller represents and warrants to the Purchaser that:

	 	 	 
	 	(a)
	the Seller owns and has good and marketable
        title to and possession of the Royalty Interests, free and clear of any
        Encumbrances;

	 	 	 
	 	(b)
	no person other than the Purchaser has
        any agreement, option, right or privilege capable of becoming an agreement
        for the purchase from the Seller of the Royalty Interests;

	 	 	 
	 	(c)
	the execution of this Agreement by the
        Seller does not and the consummation of the transfer of Royalty Interests
        will not require any consents or approvals of any third party;

	 	 	 
	 	(d)
	the Seller is not in a any way subject
        or party to any unsatisfied judgments, consent decrees, injunctions, litigation,
        proceedings, actions or claims which could result in a judgment against
        the Seller leading to the impairment or loss of the Seller’s title
        to the Royalty Interests;

	 	 	 
	 	(e)
	the Seller is not violating, contravening,
        breaching, or creating a default under any law, statute, regulation, order,
        judgment, or decree applicable to the Seller by becoming party to this
        Agreement or performing the provisions hereof;

	 	 	 
	 	(f)
	the Seller is not in a relationship
        in respect of which a “triggering event” (as defined in Part
        5 of the Family Relations Act (British Columbia), or any applicable
        similar legislation in any other jurisdictions) has occurred;

	 	 	 
	 	(g)
	the Seller has obtained independent
        legal advice for himself and for his spouse in connection with the purchase
        and sale of the Royalty Interests; and

	 	 	 
	 	(h)
	the Seller is not a non-resident of
        Canada within the meaning of section 116 of the Income Tax Act (Canada).

	 	 
	7.	Representations and
        Warranties of the Purchaser. As an inducement to the Seller to
        enter into this Agreement and consummate the transactions contemplated
        hereby, the Purchaser represents and warrants to the Seller that:













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	 	(a)
	the Purchaser is a corporation
        duly incorporated under the laws of the jurisdiction of British Columbia
        and is duly organized, validly subsisting and in good standing under such
        laws;

	 	 	 
	 	(b)
	as at the Closing Date,
        this Agreement has been duly executed and delivered by and constitutes
        the legal, valid and binding obligations of the Purchaser, enforceable
        against it in accordance with its terms. All actions contemplated by the
        Purchaser have been duly and validly authorized by all necessary proceedings
        by the Purchaser; and

	 	 	 
	 	(c)
	as a the Closing Date, the
        Shares will be duly and validly authorized, allotted and issued as fully
        paid and non-assessable.

	 	 
	8.	Conditions of Closing.
        The Purchaser shall not be obligated to complete the purchase and
        sale of the Royalty Interests pursuant to this Agreement unless at or
        before the Closing Date, unless each of the following conditions, which
        conditions are for the sole benefit of the Purchaser and may be waived
        in whole or in part by the Purchaser, has been satisfied, and the Seller
        agrees with the Purchaser to take all such actions, steps and proceedings
        as necessary to ensure the following conditions are fulfilled at or before
        the Closing Date:

	 	 	 
	 	(a)
	the representations and
        warranties of the Seller contained in section 6 shall be true and correct
        at Closing;

	 	 	 
	 	(b)
	the Seller shall have performed
        and complied with all of the terms and conditions in this Agreement on
        its part to be performed or complied with at or before Closing and shall
        have executed and delivered or caused to have been executed and delivered
        to the Purchaser at the Closing all the documents contemplated in this
        Agreement, tendered in accordance with this Agreement;

	 	 	 
	 	(c)
	there shall be no litigation
        or proceedings:

	 	 	 
	 	(i)
	pending against the Seller
        or involving the assets or properties of the Seller, for the purpose of
        enjoining, preventing or restraining the completion of the transactions
        contemplated hereby or otherwise claiming that such completion is improper;
        or

	 	 	 
	 	(ii)
	pending against the Seller
        which:

	 	 	 
	 	(A)
	in the result, could adversely affect
        the right of the Purchaser to acquire or retain the Royalty Interests;
        or

	 	 	 
	 	(B)
	in the judgment of the Purchaser, would
        make the completion of the transactions contemplated by this Agreement
        inadvisable; and

	 	 	 
	 	(d)
	the Seller shall have delivered
        to the Purchaser an executed release in the form attached as Schedule
        “A” which:

	 	 	 
	 	(i)
	fully discharges and releases
        the Purchaser from any obligations under the Royalty Agreement; and

	 	 	 
	 	(ii)
	fully discharges and releases
        any Lien arising under the Royalty Agreement;













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	 	(e)
	the Seller shall have delivered to the
        Purchaser an executed general conveyance agreement in the form attached
        as Schedule “B”; and

	 	 	 
	 	(f)
	the Seller shall have delivered to the
        Purchaser an executed copy of this Agreement.

	 	 
	9.	Time. Time
        shall be of the essence of this Agreement.

	 	 
	10.	Further Actions.
        Each of the Seller and the Purchaser shall promptly do, execute, deliver
        or cause to be done, executed and delivered all further acts, documents
        and things in connection with this Agreement that the other party may
        reasonably require, for the purposes of giving effect to this Agreement.

	 	 
	11.	Entire Agreement.
        This Agreement constitutes the entire agreement between the parties
        with respect to the subject matter hereof and supercedes all prior negotiations,
        proposals and agreements, whether oral or written, with respect to the
        subject matter of this Agreement.

	 	 
	12.	Amendment. No
        term or provision hereof may be amended except by an instrument in writing
        signed by all of the parties to this Agreement.

	 	 
	13.	Waiver. Failure
        by any party hereto to insist in any instance upon the strict performance
        of any one of the covenants contained herein will not be construed as
        a waiver or relinquishment of such covenant. No waiver by any party hereto
        of any such covenant will be deemed to have been made unless expressed
        in writing and signed by the waiving party.

	 	 
	14.	Severability.
        The unlawfulness or invalidity of any provision in this Agreement
        or of any covenant herein contained on the part of any party will not
        affect the validity or enforceability of any other provision or covenant
        hereof or herein contained and may be individually severed herefrom.

	 	 
	15.	Successors and Assigns.
        This Agreement will enure to the benefit of and be binding upon the
        parties hereto, their permitted assigns and their personal representatives,
        administrators, heirs and successors.

	 	 
	16.	Governing Law.
        This Agreement shall be governed by and construed in accordance with
        the laws of the Province of British Columbia and the laws of Canada applicable
        in that Province and shall be treated in all respect as a British Columbia
        contract.










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



IN WITNESS WHEREOF the parties have executed this Agreement. 

	DYNAMIC OIL & GAS, INC.	 	 	 	 
	Per:	 	 	 	 	 
	 	(Authorized Signatory)	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	Signed, Sealed and Delivered by WAYNE J.	 	)	 	 
	BABCOCK:	 	)	 	 
	 	 	 	)	 	 
	In the presence of:	 	)	 	 
	 	 	 	)	 	 
	 	 	 	)	 	 
	Witness
      (Signature)	 	)	Wayne
      J. Babcock	(seal)
	 	 	 	)	 	 
	 	 	 	)	 	 
	Name
      (Please print)	 	)	 	 










 SCHEDULE A - RELEASE 


[ATTACHED]









 RELEASE 

 I, WAYNE J. BABCOCK, in consideration of payments made
  to me under a Royalty Interest Repurchase Agreement dated as of the date hereof
  between Wayne J. Babcock and Dynamic Oil & Gas, Inc. (the “Company”)
  hereby release and forever discharge the Company, its subsidiaries and affiliates,
  their directors, officers, employees, agents, successors, executors, estates,
  assigns and representatives, of and from all manner of actions, causes of action,
  suits, debts, accounts, convenants, contracts, liabilities, expenses, claims
  and demands of every nature and kind whatsoever which I have had, now have or
  which any affiliates, associates, agents, successors, personal representatives,
  assigns or administrators or any of them, hereafter can, shall or may have against
  the Company, its subsidiaries and affiliates, their directors, officers, employees,
  agents, successors, executors, estates, assigns and representatives, for or
  by reason of any cause, matter or thing whatsoever in connection with certain
  royalty interests (the “Royalty Interests”) in respect of petroleum
  substances within, upon or under certain lands in which the Company had an interest,
  including, without limitation, any and all liens, charges, security interests,
  obligations, liabilities, arrangements and payments under the Overriding Royalty
  Agreement dated as of July 13, 1990 between Wayne J. Babcock and the Company.


 I, WAYNE J. BABCOCK also hereby acknowledge and
  warrant that I have had an opportunity to consult and obtain advice from my
  own solicitors before entering into this Release and I have read this Release
  and know the contents and fully understand them.  

 IN WITNESS WHEREOF the undersigned has hereunto set his hand
  and seal this 6th day of July, 2003. 

	Signed, Sealed and Delivered by WAYNE J.	 	)	 	 
	BABCOCK:	 	)	 	 
	 	 	 	)	 	 
	In the presence of:	 	)	 	 
	 	 	 	)	 	 
	 	 	 	)	 	 
	Witness
      (Signature)	 	)	Wayne
      J. Babcock	(seal)
	 	 	 	)	 	 
	 	 	 	)	 	 
	Name
      (Please print)	 	)	 	 










 SCHEDULE B - CONVEYANCE 


[ATTACHED]







 GENERAL CONVEYANCE AND ASSUMPTION OF LIABILITIES AGREEMENT
   

  (Section 8(e)) 

 This General Conveyance Agreement (“this Conveyance”)
  dated July 6, 2003 is made 


B E T W E E N


 WAYNE J. BABCOCK (the “Seller”) 

 - and - 

 DYNAMIC OIL & GAS, INC. (the “Purchaser”)


                             WHEREAS
  pursuant to a royalty interest repurchase agreement made between the Seller
  and the Purchaser dated July 6, 2003 (the “Agreement”), the Seller
  has agreed to sell to the Purchaser and the Purchaser has agreed to purchase
  from the Seller certain royalty interests, all on the terms and conditions more
  particularly set out therein; 

                             THIS
  CONVEYANCE WITNESSES that in pursuance of the Agreement and for good and
  valuable consideration, the receipt and adequacy of which are hereby acknowledged
  by the parties, the parties agree as follows: 

 1.                         Unless
  otherwise stated, the terms used in this Conveyance have the meanings given
  to them in the Agreement. 

 2.                         The
  Seller hereby absolutely and irrevocably grants, bargains, sells, assigns, transfers,
  conveys and sets over the Royalty Interests, with effect as of July 7, 2003,
  together with all the Seller’s right, title, interest, property, claim
  and demand in and to the Royalty Interests, to the Purchaser, its successors
  and assigns, to have and to hold the said Royalty Interests and all such right,
  title, interest, property, claim and demand unto and to the use of the Purchaser,
  its successors and assigns. 

 3.                         The
  Seller covenants, represents and warrants as follows: 

	 	(a)	The Seller is now rightfully and absolutely
        possessed of and entitled to the Royalty Interests and every part thereof,
        and the Seller now has good right to transfer and assign the same to the
        Purchaser, and the Purchaser shall and may immediately upon the execution
        and delivery of this Conveyance have possession of and may from time to
        time and at all times hereafter peaceably and quietly have, hold, possess
        and enjoy the Royalty Interests and every part thereof to and for its
        own use and benefit without any manner of hindrance, interruption, molestation,
        claim or demand of, from or by the Seller or any other Person and free
        and clear and absolutely released and discharged from and against all
        former and other bargains, sales, gifts, grants and Encumbrances.

	 	 	 
	 	(b)	The Seller will from time to time and
        at all times hereafter, upon every reasonable request of the Purchaser,
        make, do and execute or cause and procure to be made, done and executed
        all such further acts, deeds or assurances as may be reasonably













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	 	 	required by the Purchaser to give effect to this
        Conveyance, whether for more effectually and completely vesting in the
        Purchaser the Royalty Interests or for the purpose of registration or
        otherwise.

	   	   	 
	 	(c) 	In any instance where the Seller has not complied
        with the provisions of Section 3(b) hereof, the Seller on behalf of itself
        and its successors hereby irrevocably appoints any Director for the time
        being of the Purchaser as the true and lawful attorney of the Seller to
        do, sign and execute all acts, deeds, assurances and other instruments
        which in the discretion of the said attorney may be necessary, desirable
        or expedient for the purpose of vesting in the Purchaser the Royalty Interests.
        Such power of attorney, being coupled with an interest, shall not be revoked
        by the dissolution of the Seller and may be exercised in the name and
        on behalf of the Purchaser.



 4.                         This
  Conveyance is delivered pursuant to, and is subject to all of the terms and
  conditions contained in, the Agreement. In the event of any inconsistency between
  the provisions of this Conveyance and the provisions of the Agreement, the provisions
  of the Agreement shall prevail. 

 5.                         This
  Conveyance shall be governed by and construed in accordance with the laws of
  the province of British Columbia and the laws of Canada applicable therein.
  This Conveyance shall enure to the benefit of and be binding upon the parties
  and their respective successors and permitted assigns. 

                             IN
  WITNESS WHEREOF the parties have executed this Conveyance. 

	DYNAMIC OIL & GAS, INC.	 	 	 	 
	 	 	 	 	 
	Per:	“David
      Jennings”	 	 	 	 
	 	(Authorized Signatory)	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	Signed, Sealed and Delivered by WAYNE J.	 	)	 	 
	BABCOCK:	 	)	 	 
	 	 	 	)	 	 
	In the presence of:	 	)	 	 
	 	 	 	)	 	 
	 	 	 	)	“Wayne Babcock”	 
	Witness
      (Signature)	 	)	Wayne
      J. Babcock	(seal)
	 	 	 	)	 	 
	 	 	 	)	 	 
	Name
      (Please print)	 	)