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BROCKTON CAPITAL CORP. 403  850 West Hastings Street
Vancouver, BCV6C 1E1

December 20, 2006

Mr. George T. Stapleton, II Director Deerfield Energy
LLC 2300 Main Street  9th Floor Kansas City, MO 64108

Dear Sirs:

|Re: | Proposed Purchase of the Assets of Deerfield Energy LLC
|--- | -------------------------------------------------------

Further to our preliminary discussions, we wish to express the
intent of Brockton Capital Corp. ("Brockton") or a subsidiary thereof (the
"Purchaser") to purchase all of the assets including, but not limited to, the
Fauvergue and Ida prospects in Missouri, U.S.A. and the Chetopa project in
Kansas, U.S.A. (collectively the "Assets") of Deerfield Energy LLC (the
"Vendor"; the Purchaser and the Vendor are collectively referred to as the
"Parties"). The Vendor is engaged in the business of oil and gas exploration and
the development of oil and gas reserves (the "Business"). Other than in respect
of paragraphs 1.5, 2.1, 2.2, 2.3, 3.1(b), 4.1, 4.2, 4.3, 4.4, 4.5, and 4.6
hereof, which shall be legally binding on the Parties pursuant to their terms,
and which shall survive the termination of this letter of intent, this letter of
intent is not intended to constitute an agreement which shall be binding on
either of the Purchaser or the Vendor and is not intended to be relied on by the
Parties as constituting a final binding agreement.

|1.  | Terms of the Transaction                                                                                                                                                                                                                                                                                                
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                         
|1.1 | Purchase Price.Subject to due diligence, the
      purchase price to be paid for the Assets is expected to be
      US$1,300,000.                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                         
|1.2 | Payment of Purchase Price.The Purchase Price
      shall be payable in cash and common shares of the Purchaser (the "Common
      Shares") as follows:                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                         
|    | (a)                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                         
|    | (b)                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                         
|1.3 | Closing Date.The closing date (the "Closing
      Date") for the proposed purchase and sale contemplated hereby (the
      "Transaction") shall occur as soon as reasonably possible after the
      receipt of all necessary regulatory and shareholder approvals, but in any
      event no later than March 31, 2007.

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|1.4 | Definitive Agreement.The Transaction shall be
      mutually acceptable to the Parties, both in form and substance, and the
      definitive agreement in respect thereof, which shall include the terms and
      conditions respecting the purchase and sale of the Assets (the "Definitive
      Agreement") shall be executed by the Purchaser and the Vendor within 60
      days from the date of this letter of intent, or on such other date as the
      Parties may mutually agree upon, and shall contain provisions customarily
      covered by such agreements, including, but not limited to, the
      following:                                                                                                                                                                                                             
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|1.5 | Cooperation.The Parties shall cooperate with each
      other in good faith in connection with: (a) the preparation and
      negotiation of the Definitive Agreement and all related documents,
      including, but not limited to, a business plan for the Vendor and a
      valuation report (in the form of Form 51-101F1 "Statement of Reserves Data
      and other Oil and Gas Information" and the other reports and forms
      required pursuant to National Instrument 51-101); and (b) obtaining all
      necessary consents and approvals and in complying with all regulatory
      requirements, including, but not limited to, applicable corporate and
      securities laws and any merger control and/or anti-trust approval of the
      Transaction which may be required by any competent regulatory
      authority.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|2.  | Exclusivity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|2.1 | Exclusivity.From the date of acceptance of this
      letter of intent to the date on which this letter of intent is terminated
      (the "Exclusivity Period"), the Vendor shall not, directly or indirectly,
      through any officer, director, employee, representative or agent, as the
      case may be, solicit, invite or encourage any
person                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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|    | or company to consider the purchase of any or all of the
      Assets or any of its securities, or induce or attempt to induce any person
      to initiate any proposal, offer to purchase of any or all of the Assets or
      any of its securities, or take any action of any kind which might
      reasonably be expected to reduce the likelihood of success of the
      Transaction or the satisfaction of any condition contained in this letter
      of intent, and further covenants and agrees not to discuss, negotiate or
      entertain any proposal to dispose of any or all of the Assets or any of
      its securities to any entity, person or company other than the Purchaser.
      Without restricting the foregoing, the Vendor shall immediately notify
      Brockton of any information it may receive concerning an actual or
      intended offer for any or all of the Assets or any of its securities and
      shall allow the Purchaser to match it.                                                                                                                                                                                                                    
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2.2 | Assumption of Agosto Loan.In consideration for
      the granting of the exclusivity period set out in paragraph 2.1 hereof,
      upon the execution of this letter of intent by the Vendor, Brockton shall
      assume sole responsibility for the repayment of the principal and interest
      on the US$500,000 loan (the "Agosto Loan") made by Agosto Corporation Ltd.
      to the Vendor for the purposes of covering capital and operating expenses
      related to the Vendors oil exploration properties. In the event that this
      letter of intent terminates and the Parties do not enter into the
      Definitive Agreement, the Vendor shall be obligated to make payment to
      Brockton of $500,000 plus simple interest accruing at a rate of 6% per
      annum beginning on the date of termination of this letter of intent,
      payable over a 24-month period beginning six months from the date of
      termination of this letter of intent. The Vendors foregoing payment
      obligation shall be documented in a promissory note in form and content
      acceptable to the Parties, and shall be secured by a general pledge of the
      assets of the Vendor.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2.3 | Bridge Loans. In further consideration for the
      granting of the exclusivity period set out in paragraph 2.1 hereof, upon
      the execution of this letter of intent by the Vendor, Brockton agrees to
      use its best efforts to support the short term financing requirements of
      the Vendor, including those to enable the Vendor to move forward in the
      development of the Fauvergue, Ida (Missouri) and Chetopa (Kansas)
      prospects, by providing bridge loans to the Vendor prior to the closing of
      the Transaction. In the event that this letter of intent is terminated for
      any reason, Deerfield shall have the obligation to repay any bridge loans
      issued to Deerfield as contemplated in this paragraph 2.3 plus simple
      interest at a rate of 6% per annum beginning on the date of termination of
      this letter of intent, payable over a 24-month period beginning 6 months
      from the date of termination of this letter of intent.                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3.  | Conditions Precedent to the Execution of the
      Definitive Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3.1 | Closing of the transactions contemplated by this letter
      of intent, including the Transaction, shall be subject to the following
      conditions precedent:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

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| |     | this letter of intent until the execution of the
      Definitive Agreement, the Parties shall provide each other and their
      representatives with such access as may reasonably be required to conduct
      a due diligence investigation of the assets, liabilities, prospects and
      affairs of the business of the other party;                                               
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                           
| | (c) | negotiation and execution of the Definitive
    Agreement;                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                           
| | (d) | nothing shall have come to the attention of the
      Purchaser, the Vendor or their representatives as a result of its due
      diligence review which materially adversely affects the business, assets,
      liabilities, affairs or prospects of the business of the other
    party;                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                           
| | (e) | no material adverse change in the business, assets,
      liabilities or prospects of the business of either of the Parties shall
      have occurred since the date of the other partys due diligence review
      (other than any change in the general business condition or any change in
      the markets or products or prices or as contemplated by this letter of
      intent);
| |     |                                                                                                                                                                                                                                                                                                                                                                                           
| | (f) | there shall be no pending or threatened litigation
      regarding the Definitive Agreement or the Transaction;                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                           
| | (g) | the execution of employment agreements between Brockton
      and certain key employees as described in paragraph 1.4(b); and                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                           
| | (h) | completion of the equity financings as described in
      paragraph 1.4(c).                                                                                                                                                                                                                                                                                                               

|4. | Covenants of Both Parties to this Letter of
      Intent
|-- | --------------------------------------------------------

The Parties covenant as follows:

|4.1 | Operation of Business.Until the closing, each of
      Brockton and the Vendor shall conduct and shall cause its business to be
      conducted in a reasonable and prudent manner in accordance with past
      practice and as contemplated by this letter of intent, preserve existing
      business organizations and relations with employees, customers, suppliers
      and others with whom it has a business relationship, preserve and protect
      its assets and conduct its business in compliance with all applicable laws
      and regulations.                                                                                                                                                                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4.2 | Standstill.From the date of this letter of intent
      to the termination of this letter of intent or the closing of the
      Transaction, neither Brockton nor the Vendor shall, without the prior
      written consent of the other: (a) issue any debt or equity or other
      securities except in the ordinary course of business or as contemplated
      herein; (b) declare or pay any dividends or distribute any of its
      properties or assets to shareholders; (c) enter into any contract other
      than in the ordinary course of business; (d) alter or amend its constating
      documents, other than as contemplated herein; (e) engage in any business
      enterprise or other activity different from that carried on as of the date
      hereof; or (f) agree to do any of the foregoing.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4.3 | Confidentiality.Each of the Parties shall keep
      secret all confidential information of the other party, including, without
      limitation, the terms of the Transaction,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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|    | trade secrets, all information relating to the Assets and
      the terms of any new asset acquisitions and development plans of the
      Vendor and each of the Parties shall be responsible for any breach of this
      provision by any of its affiliates, agents or employees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.4 | Expenses.The Parties shall each pay their own
      respective expenses (including fees and expenses of legal counsel, brokers
      or other representatives or consultants) in connection with the
      Transaction (whether consummated or not), except that Brockton shall pay
      all costs associated with the preparation and filing of any reports and
      forms under National Instrument 51-101 and all legal expenses in respect
      of all regulatory filings and approvals for the Transaction. However, in
      the event that the Parties do not enter into the Definitive Agreement or
      the closing of the Transaction does not occur due to (a) Brocktons
      failure to obtain the equity financing described in paragraph 1.4(c), (b)
      Brocktons failure to obtain board of director or shareholder approval, or
      (c) the breach of any material representation, warranty, covenant or
      agreement of Brockton or the Purchaser in this letter of intent or in the
      Definitive Agreement, Brockton shall reimburse the Vendor the cost of its
      expenses related to this letter of intent and the Definitive Agreement
      including, without limitation, all legal and accounting fees.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.5 | Disclosure.The Parties hereto shall not issue any
      public announcement or press release or otherwise make any public
      disclosure concerning the Transaction without the prior approval of the
      other party hereto, which approval shall not be unreasonably withheld or
      delayed; provided, however, Brockton and the Vendor shall be permitted to
      provide such disclosures as may be required by its board of directors or
      to comply with applicable securities law. Notwithstanding the foregoing,
      each Party shall submit all proposed press releases and filings to the
      other partys representatives in order to afford the other Party an
      opportunity to review and suggest changes to same.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.6 | Redesigning Structure.This letter of intent is
      intended to set out the general intention of the Parties. However, the
      Parties shall cooperate with each other in redesigning the structure of
      the Transaction if so requested by the other party or if the total
      liability of the shareholders/members of the Vendor shall exceed the
      amount of cash received by each such person in respect of the Purchase
      Price, provided that any such change would not be to the material economic
      disadvantage of the other party or its shareholders or members, as the
      case may be.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.7 | Applicable Laws.This letter of intent shall be
      governed by the laws of British Columbia and the federals laws of Canada
      applicable therein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.8 | Execution.This letter of intent may be signed via
      facsimile and in counterparts, each of which shall be deemed to be an
      original.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.9 | Expiry.This letter of intent shall terminate
      automatically and become null and void (other than those provisions that
      shall survive its termination as set forth in the first paragraph of this
      letter of intent) at 5:00 p.m. (Vancouver time) on February 17, 2007
      unless extended by the Parties in writing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

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If the foregoing proposal is acceptable, please indicate your
approval by signing this letter of intent where indicated below and returning it
to the undersigned prior to 5:00 p.m. (Vancouver time) on December 20, 2006. If
you do not confirm your approval of this letter as prescribed, this letter and
the expression of interest it contains shall become null and void and this
letter shall terminate automatically.

Yours very truly,

BROCKTON CAPITAL CORP.

Per: /s/ P. Bradley KitchenName: P. Bradley Kitchen
Title: Director

Agreed to and accepted this 20th day of December, 2006.

DEERFIELD ENERGY LLC

Per: /s/ George T. Stapleton, IIName: George T.
Stapleton, II Title: Director

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