Agreement of Purchase and Sale

THIS AGREEMENT made as of the 12 day of August, 2005, between Duna Resources
Ltd. (the "Vendor") and Lions Petroleum Inc. (the "Purchaser").

WHEREAS the Vendor has agreed to sell, and the Purchaser has agreed to
purchase, on the terms and conditions set forth, all of the Vendor's right,
title, estate and interest in and to the Assets as they are defined;

IN CONSIDERATION of the premises and the respective agreements of the parties
set forth, the parties agree as follows:

1.   Interpretation

     1.1   Definitions.  In this agreement, including the premises and any
schedules to it:

           (1)  "Adjusted Closing Payment" has the meaning ascribed to it in
                paragraph 4.1(2);

           (2)  "Assets" means the Hydrocarbon Interest and the Miscellaneous
                Interests;

           (3)  "Business Day" means any day of the week except Saturday,
                Sunday or any statutory holiday;

           (4)  "Closing" has the meaning ascribed to it in paragraph 4.1(1);

           (5)  "Closing Date" has the meaning ascribed to it in paragraph
                4.1(1);

           (6)  "Effective Time" has the meaning ascribed to it in paragraph
                2.3;

           (7)  "Hydrocarbon Interests" means the interests of Vendor, as set
                forth in Schedule "A", in respect of the Leases and the Lands;

           (8)  "Hydrocarbon Substances" means petroleum, natural gas and
                related hydrocarbons and any other substances, whether
                gaseous, liquid or solid, and whether hydrocarbons or not
                (including sulphur), which might be produced in association
                with them or any of them;

           (9)  "Lands" means the land described in Schedule "A" and, except
                as otherwise expressly noted in the Schedule, includes all
                Hydrocarbon Substances within, on or under the lands;

           (10) "Land Records" means all of the Vendor's files, records,
                agreements, documents, reports and other material of whatever
                nature pertaining to the Assets;

           (11) "Leases" means collectively the various leases, reservations,
                permits, licences and other documents of title by virtue of
                which the holder is entitled to explore for, drill for,
                recover, remove or dispose of Hydrocarbon Substances forming
                part of the Lands, including, without limitation, the leases,
                reservations, permits, licences and other documents of title
                described in Schedule "A";

           (12) "Miscellaneous Interests" means the interests of the Vendor
                (other than Hydrocarbon Interests) in all property, assets and
                rights ancillary to its Hydrocarbon Interests, including,
                without limitation, the entire interests of the Vendor in:

               (a)   all contracts, agreements and documents (including any
                     pooling agreements, unit agreements, unit operating
                     agreements and agreements for the construction, ownership
                     or operation of facilities) relating to its Hydrocarbon
                     Interests, Leases, Lands (or any lands with which they
                     have been pooled or unitized), or any rights in relation
                     to them;

               (b)   all subsisting rights to enter on, use and occupy the
                     surface of any of the Lands (or any lands with which they
                     have been pooled or unitized), of any lands to be
                     traversed in order to gain access to any of its Lands;

               (c)   all well, pipeline and other permits, licences and
                     authorizations relating to its Hydrocarbon Interests,
                     Leases, Lands (or any lands with which they have been
                     pooled or unitized);

               (d)   all Hydrocarbon Substances in the course of production
                     from its Lands (or any lands with which they have been
                     pooled or unitized) but not at the Effective Time beyond
                     the wellhead; and

               (e)   all books, records and documents, and all geological,
                     geophysical, engineering and other reports and data,
                     relating to its Hydrocarbon Interests, Leases, Lands (or
                     any lands with which they have been pooled or unitized);
                     and

          (13) "Purchase Price" has the meaning ascribed to it in paragraph
               2.2.

     1.2   Schedules.  The following schedules are annexed to this agreement
and form a part of it;

          Schedule "A"    Schedule of Lands, Leases, Hydrocarbon Interests and
          Wells;

          Schedule "B"  List of encumbrances, liens, royalties and other
          claims to the Assets.

          Schedule "C"   Non-convertible Overriding Royalty Agreement.


     1.3   Headings.  The insertion of headings in this agreement is for
convenience of reference only and shall not affect the construction or
interpretation of it.

     1.4   Entire agreement.  This agreement expresses and constitutes the
entire agreement between the parties with respect to the purchase and sale of
the Assets, and maybe amended only by written instrument executed by the
Vendor and the Purchaser.

2.   Purchase and sale

     2.1   Purchase and sale.  The Vendor agrees to sell the Assets to the
Purchaser, and the Purchaser agrees to purchase the Assets from the Vendor,
all on the terms and conditions set forth in this agreement.

     2.2   Purchase price.

           The consideration for the sale of the Assets shall be ten thousand
dollars ($10,000) in Canadian funds (the "Cash Consideration") and 10,000
fully paid and non-assessable shares in the common stock of the Purchaser (the
"Share Consideration") payable in accordance with the provisions of paragraph
4.1 (collectively the "Purchase Price").

           The Purchaser reserves to the Vendor a 3% non-convertible
overriding royalty without deductions (the "Overriding Royalty") and the
Purchaser and the Vendor shall enter into an agreement for the Overriding
Royalty in the same form as Schedule "C" (the "Non-convertible Overriding
Royalty Agreement").  Fully xecuted copy of the Non-convertible Overriding
Royalty Agreement shall be exchanged by the Purchaser and the Vendor at
Closing.

     2.3   Adjustments.  The effective time for adjustments in respect of the
conveyance and assignment of the Assets (the "Effective Time") shall be 12
noon on the 31st day of May, 2005, and all benefits and obligations of every
kind and nature accruing, payable or paid in respect of the Assets, including,
without limitation, prepaid land rentals, operating costs, capital costs,
governmental incentives and proceeds from the sale of production shall be
adjusted between the Vendor and the Purchaser as of the Effective Time.  In
clarification, the Vendor and the Purchaser acknowledge that:

           (1)   all costs of whatever nature incurred in connection with work
performed or goods or services provided in respect of the Assets prior to the
Effective Time shall be borne by the Vendor, regardless of the time at which
they became payable;

           (2)   Hydrocarbon Substances produced for marketing, and beyond the
wellhead at the Effective Time, shall not form part of the Assets, and
adjustments between the parties shall account for the same on the basis of
proceeds realized on a "first-in, first-out" basis; and

           (3)   any royalty tax credits accruing to the Vendor in respect of
Hydrocarbon Substances attributable to the Assets produced subsequent to the
Effective Time shall be for the credit of the Purchaser.

3.   Interim matters

     3.1   Title examination and evaluation.   From and after the date of this
agreement the Vendor shall, if and as requested by the Purchaser, make or
cause to be made available for the review of the Purchaser and the Purchaser's
Solicitors all Leases, agreements, correspondence, reports, records and other
documents and materials which in any manner relate to or affect Vendor's
Hydrocarbon Interests, and to which the Vendor has or can obtain access.  The
Purchaser may, if it so chooses, at the Purchaser's sole expense, cause its
solicitors to undertake an investigation of any Vendor's title to its
Hydrocarbon Interests.

     3.2   Interim Provisions.  During the period from the date of this
agreement to the Closing Date the Vendor shall, to the full extent that the
nature of its interest permits, continue to ensure that the Assets are
operated and maintained in a proper and prudent manner in accordance with good
industry practices, and the Vendor shall not, without the prior written
approval of the Purchaser:

           (1)   authorize or make any expenditure in respect of the Assets,
other than:

                 (a)   usual operating expenditures incurred and allocatable
to its Assets pursuant to existing operating agreements with arm's length
third parties;

                 (b)   capital expenditures required in accordance with good
industry practice, to a maximum of $5,000 gross expenditure for any single
operation; and

                 (c)   expenditures required by reason of an emergency even
endangering life or property;

           (2)   propose or initiate any operations in respect of the Assets;

           (3)   surrender or abandon any of the Assets; or

           (4)   amend any agreement or instrument relating to the Assets.

4.   Completion

     4.1   Closing and adjustments.

           (1)   The closing of the purchase and sale contemplated in this
agreement ("Closing") shall take place at the offices of Leschert and Company,
Suite 2760, 200 Granville Street, Vancouver, British Columbia, Canada V6C 1S4,
at noon on August 19th, 2005 (the "Closing Date"), or at any other place and
time, or on any other Closing Date, as may be mutually agreed on in writing.

           (2)   At Closing the Vendor and the Purchaser shall, to the extent
practicable, adjust and settle accounts pertaining to the Assets in the manner
contemplated by paragraph 2.3.  The adjustments and settlements shall be
evidenced by interim statements of adjustments signed by the Vendor and the
Purchaser at Closing, and the Purchase Price amount shall for Closing
settlement purposes be adjusted either upward or downward, as applicable, to
reflect the adjustments and settlements.  All accountings and adjustments not
readily ascertainable at the Closing Date shall be settled between the parties
on an item-by-item basis as soon after the Closing Date as they become
ascertainable, and the Vendor and the Purchaser shall attempt in good faith to
have signed within 30 days after the Closing Date a statement of adjustments
which is expressly stated to be a final statement of all adjustments.

     4.2   Purchaser's conditions precedent.  The following shall be
conditions precedent to the Purchaser's obligation to complete the purchases
contemplated by this agreement;

           (1)   the Purchaser shall on or before the Closing Date have
received legal opinions or title reports in form and substance satisfactory to
the Purchaser, which shall address title and confirm that the Vendor's
Hydrocarbon Interests correspond to the interests described in Schedule "A";

           (2)   the Purchaser shall on or before the Closing Date have become
satisfied that there are no substantive material defects in the physical
condition of the Assets, and that there are no substantive flaws in or terms
of agreements and arrangements relating to the operation of the Assets and to
the production, transportation, processing and sale of production from or
allocatable to the Assets which would materially adversely affect the
aggregate value of the Vendor's Hydrocarbon Interests;

           (3)   except as shall have been approved in writing by the
Purchaser, there shall not between the date of the agreement and the Closing
Date have occurred any damage to or alteration of the Assets (including any
amendment to any agreement or instrument forming a part) which, in the
Purchaser's opinion, would materially adversely affect the aggregate value of
the Assets;

           (4)   the Vendor's representations and warranties contained in
paragraph 5.1 shall be true and correct as at the date of Closing, the
Purchaser shall not at the Closing Date be aware of any facts indicating to
the contrary, and the Vendor shall on the Closing Date have delivered to the
Purchaser a certificate of the Vendor, dated as of the Closing Date, stating
that the representations and warranties contained in paragraph 5.1 are true
and correct as at the Closing Date;

           (5)   the Purchaser shall on the Closing Date have received the
following:

                 (a)    all other transfers, conveyances, assignments,
novation agreements, notices and other documents and instruments as the
Purchaser may reasonably request for the purpose of effecting the purchase and
sale of all of the Assets in accordance with the terms of this agreement,
executed by the respective Vendor in all cases in which the Vendor is the
appropriate signatory (but execution by third parties shall not be required);

                 (b)   the land records; and

                 (c)   an absolute assignment from the Vendor in respect of
the right to receive revenues derived from or attributable to the Assets;

           (6)   the Purchaser shall on or before the Closing Date receive
regulatory authorities acceptance for the filing of this Agreement and their
consent to the completion of the transactions contemplated herein, including,
without limiting the generality of the foregoing, the allotment and issuance
of the Share Consideration and the payment of the Cash Consideration; and

           (7)   the Vendor shall have complied fully with the provisions of
paragraph 3.2.

The foregoing conditions shall be for the sole benefit of the Purchaser and
may be waived in whole or in part by the Purchaser in writing.  In the event
that any of the foregoing conditions is not satisfied or waived on or before
the date specified for its satisfaction, the Purchaser shall be entitled to
terminate this agreement by notice in writing given to the Vendor on or before
the earlier of the Closing Date and the five Business Days following the date
specified for the satisfaction of the unsatisfied condition precedent.

     4.3   Vendor's conditions precedent.

           (1)   The following shall be conditions precedent to the Vendor's
obligation to complete the sale by this agreement;

                 (a)   the Purchaser shall on the Closing Date have delivered
to the Vendor certified or solicitor's trust cheques in an aggregate amount
equal to the Adjusted Closing Payment, payable to the Vendor;

                 (b)   the Purchaser not having received a notice pursuant to
s.23(3)(b) of the Investment Canada Act (Canada) in respect of the sale and
purchase of the Assets; and

                 (c)   the Purchaser's representations and warranties
contained in paragraph 5.2 shall be true and correct as at the date of this
agreement and as at the Closing Date, the Vendor shall not at the Closing Date
be aware of any facts indicating to the contrary, and the Purchaser shall on
or before the Closing Date have delivered to the Vendor a certificate of the
Purchaser, dated as of the Closing Date, stating that the representations and
warranties contained in paragraph 5.2 are true and correct as at the Closing
Date.

           (2)   The foregoing conditions shall be for the sole benefit of the
Vendor and may be waived in whole or in part by the Vendor in writing.  In the
event that any of the foregoing conditions is not satisfied or waived on or
before the Closing Date, the Vendor shall be entitled to terminate this
agreement by notice in writing given to the Purchaser on the Closing Date.

     4.4   Possession and risk.  If the purchase and sale contemplated is
completed, possession and risk of the Assets shall be deemed to have passed to
the Purchaser at the Effective Time.

     4.5   Post-completion administration.  If the purchase and sale
contemplated is completed, then until that time as the Purchaser becomes the
recognized holder of the Assets in the place and stead of the Vendor, the
provisions of paragraph 3.2 shall apply, mutatis mutandis, in respect of the
Assets, and the Vendor shall;

           (1)   hold and stand possessed of the Assets fully on behalf of the
Purchaser, and receive and hold all proceeds, benefits and advantages accruing
in respect of the Assets fully for the benefit, use and ownership of the
Purchaser, without entitlement at any time to commingle any of them with its
own or any other assets;

           (2)   within five Business Days of the date of receipt, deliver to
the Purchaser all revenues, proceeds and other benefits of any nature received
by it in respect of the Assets;

           (3)   in a timely manner deliver to the Purchaser all third party
notices and communications received by it in respect of the Assets;

           (4)   in a timely manner deliver to third parties all the notices
and communications as the Purchaser may reasonably request, and all the moneys
and other items as the Purchaser may reasonably provide in respect of the
Assets; and

           (5)   as agent of the Purchaser, do and perform all acts and
things, and execute and deliver all agreements, notices and other documents
and instruments, as the Purchaser may reasonably request for purposes of
facilitating the exercise of rights incidental to the ownership of the Assets;
provided, however, that the Vendor shall not be liable to the Purchaser for
any loss or damage suffered by the Purchaser in connection with the
arrangement established by this paragraph, except to the extent that the loss
or damage is caused by the Vendor's negligence, its willful misconduct or its
breach of its contractual obligations under this paragraph, and the Purchaser
shall indemnify the Vendor from and against any liability, loss, costs, claims
or damages arising out of the good faith performance by the Vendor of its
obligations under this paragraph.  Nothing in this paragraph contained shall
be construed as restricting or limiting in any manner any of the other
covenants, warranties, representations and other obligations of the parties.

5.   Representations and warranties

     5.1   Vendor's representations.  The Vendor covenants with, and
represents and warrants to, the Purchaser that;

           (1)   it is a corporation duly incorporated and validly subsisting
with full capacity to sell its Assets, and to otherwise transact the affairs
contemplated by this agreement, in accordance with the provisions of it;

           (2)   it has good right and full power and authority to sell its
Assets in accordance with the provisions of this agreement, it has taken all
corporate actions necessary to authorize the execution and delivery of this
agreement and will at the Closing Date have taken all corporate actions
necessary to authorize and complete the sale of its Assets in accordance with
the provisions of this Agreement, and this Agreement has been validly executed
and delivered, and it and all other documents executed and delivered by or on
behalf of it pursuant to it shall constitute legal, valid and binding
obligations of it enforceable in accordance with their respective terms and
conditions;

           (3)   completion of the sale of its portion of the Assets in
accordance with the terms of this agreement will not be in conflict with,
constitute a default under, or be in violation or breach of;

                 (a)   any agreement or instrument to which it is a party or
by which it is bound, or

                 (b)   any judgment, decree, order, law, statute, rule or
regulation applicable to it;

           (4)   although the Vendor does not warrant its title to the
Hydrocarbon Interests, it does represent and warrant that:

                 (a)   it is aware of no act or thing having been done whereby
any of its interest in the Assets or any of them might be canceled or
determined, nor has it encumbered or alienated or become aware of any
encumbrance or alienation of, or caused or suffered to exist any third panty
right, demand or claim in respect of, the Assets or any interest in them, and
the Assets are now, and will be conveyed to the Purchaser, free and clear of
all liens, encumbrances, royalties and other third party claims and interests
of any nature created by, through, or under it (excepting only any of the
third party claims and interests expressly identified in Schedule "B" which
may have been so created);

                 (b)   it has received no notice of default, and is aware of
no default or notice of default, relating to the Assets or any of them, and it
has, to the extent of its interest, and in accordance with the nature of its
interest, paid or has caused to be paid within applicable time-limits all
production royalties, and performed and observed or caused to be performed and
observed all obligations and covenants, required on its part to keep the
Leases and any of them in full force and effect;

                 (c)   it is not a party to, and is not aware of, any action,
suit or other legal, administrative or arbitration proceeding or governmental
investigation, actual or threatened, which might reasonably be expected to
result in impairment or loss of any of its interests in the Assets or any
part, and there is no particular circumstance, matter or thing known to it
which could reasonably be anticipated to give rise to any action, suit or
other legal, administrative or arbitration proceeding or governmental
investigation;

                (d)   subject to the terms and conditions of the Leases, the
Purchaser may, on the completion of the purchase and sale contemplated, enter
into and on and hold and enjoy the Lands for the residue of the respective
terms of the Leases and all renewals of it, without any lawful interruption
from or by the Vendor or any person claiming by, through or under the Vendor;
and

                (e)   to the best of its knowledge, except as noted in
Schedule "B", none of its Hydrocarbon Interests are subject to reduction by
virtue of the conversion or other alteration of any third party interest
relating to it;

           (5)   there are at the date of this agreement no authorizations for
expenditure or other financial commitments which are outstanding or due, or
which may become due, in respect of its portion of the Assets or operations
relating to it;

           (6)   it is not a non-resident within the meaning of s. 116 of the
Income Tax Act (Canada);

           (7)   (a)   there are no production sales agreements or
arrangements under which Vendor, or any party acting on its behalf, is
obligated to sell or deliver Hydrocarbon Substances allocatable to its
Hydrocarbon Interests to any party; and

                 (b)   neither the Vendor nor any party acting on its behalf
is obligated to deliver Hydrocarbon Substances allocatable to its Hydrocarbon
Interests to any party without in due course receiving and being entitled to
retain full payment at current contract prices;

           (8)   all ad valorem, property, production, severance and similar
taxes and assessments based on or measured by the ownership of property or the
production of its Hydrocarbon Substances, or the receipt of proceeds from it,
payable in respect of the Assets prior to the date of this agreement have been
properly and fully paid and discharged, and there are no unpaid taxes or
assessments which could result in a lien or charge on the Assets;

           (9)   to the best of its knowledge after due inquiry, except as
will be disclosed in writing to the Purchaser, none of its Assets are subject
to any preferential right of purchase or other preemptive right whereby any
party would have the right to acquire any of its Assets as a consequence of it
having agreed to sell its Assets to the Purchaser in accordance with it, and
none of its Assets are subject to any provision requiring consent of a third
party to the sale of its Assets to the Purchaser in accordance with it; and

           (10)  the Workers' Compensation Board of Alberta does not possess,
and is not entitled to, a charge on or lien against any of the Assets.

     5.2   Purchaser's representations.  The Purchaser covenants with, and
represents and warrants to each Vendor that:

           (1)   the Purchaser is a corporation duly incorporated and validly
subsisting under the laws of the State of Delaware and the Purchaser has full
capacity and authority to purchase the Assets, and to otherwise transact the
affairs contemplated by this agreement, in accordance with the provisions of
it;

           (2)   the Purchaser has taken all corporate actions necessary to
authorize the execution and delivery of this agreement and will at the Closing
Date have taken all corporate actions necessary to authorize and complete the
purchase of the Assets in accordance with the provisions of this agreement,
and this agreement has been validly executed and delivered, and it and all
other documents executed and delivered by or on behalf of the Purchaser
pursuant to it shall constitute legal, valid and binding obligations of the
Purchaser enforceable in accordance with their respective terms and
conditions;

           (3)   completion, of the purchase of the Assets in accordance with
the terms of this agreement will not be in conflict with, constitute a default
under, or be in violation or breach of:

                 (a)   any agreement or instrument to which the Purchaser is a
party or by which it is bound; or

                 (b)   any judgment, decree, order, statute, rule or
regulation applicable to the Purchaser; and

      5.3   Enforcement limitation.  Absent fraud on the part of the
respective Vendor, the Purchaser shall not be entitled to enforce any claim
for any breach or failure of any representation and warranty contained in
paragraph 5.1 unless it shall within one year of the Closing Date have given
the Vendor written notice of the claim, including particulars of the
representation and warranty alleged to have failed or been breached and of the
alleged facts giving rise to the breach or failure.  Similarly, absent fraud
on the part of the Purchaser, neither the Vendor shall be entitled to enforce
any claim for any breach or failure of any representation and warranty
contained in paragraph 5.2 unless it shall within one year of the Closing Date
have given the Purchaser written notice of the claim, including particulars of
the representation and warranty alleged to have failed or been breached and of
the alleged facts giving rise to the breach or failure.

6.   Recourse

     6.1   Indemnification.

           (1)   The Vendor shall continue to remain liable for and shall
indemnify the Purchaser from and against any liability, loss, costs, claims or
damages (including legal costs on a solicitor/client basis) arising out of any
matter or thing pertaining to the Assets and arising or occurring prior to the
Effective Time, provided that this indemnity is not in any way a title
warranty, and does not provide an extension of any warranty contained
elsewhere in this agreement.  Provided that possession and risk pass in
accordance with the provisions of paragraph 4.4, the Purchaser shall indemnify
the Vendor from and against any liability, loss, costs, claims or damages
(including legal costs on a solicitor/client basis) arising out of any matter
or thing pertaining to the Assets and arising or occurring subsequent to the
Effective Time.  Each of the foregoing indemnifications applies only to the
extent that the liability, loss, costs, claims or damages suffered or incurred
by the injured party have not arisen as a result of its negligence or willful
misconduct, or as a result of the breach of any of its covenants, warranties,
representations or other obligations under this agreement.

           (2)   The Vendor assigns to the Purchaser all insurance proceeds
which may be received or receivable by or on behalf of the Vendor in
connection with any liability, loss, costs, claims or damages for which the
Vendor may be liable to the Purchaser pursuant to the provisions of paragraph
6.1(1), and agrees to take all the actions as may reasonably be required to
ensure that the proceeds are paid to the Purchaser as soon as is reasonably
practicable after they become payable.  The proceeds shall if received by the
Vendor be held in trust by the Vendor for the Purchaser and paid over to it,
and the Purchaser shall be fully subrogated into and shall have full rights of
substitution into all applicable policies of insurance held by or on behalf of
the Vendor.

     6.2   Substitution and subrogation.  To the extent that it is possible,
the Vendor shall convey its portion of the Assets to the Purchaser with full
right of substitution and subrogation of the Purchaser in and to the position
of the Vendor with respect to the benefit of all covenants and warranties by
others given or made in respect of the Assets or any part of it.

7.   General

     7.1   Consequences of termination.  Notwithstanding anything to the
contrary contained in this agreement, if this agreement is terminated in
accordance with its terms prior to the completion of the purchase and sale
contemplated by it, then except as concerns covenants, warranties,
representations or other obligations breached prior to the time at which
termination occurs, and except as concerns any cost payment obligations
incurred under the provisions of this agreement, the parties shall be released
from all of their obligations under this agreement.

     7.2   Purchase Price allocation.  The respective Purchase Prices shall be
paid, allocated and attributed by the Vendor and the Purchaser as follows:

           (1)   to the Miscellaneous Interests - $1.00

           (2)   to the Hydrocarbon Interests - balance of the Purchase Price

     7.3   Brokers' Fee.  Neither party shall be liable for the payment of any
commissions or compensation in the nature of finders' fees to any broker or
agent acting on behalf of the other party, and each of the parties agrees to
indemnify the other from any payment or claim and from any liability, loss,
costs (including legal costs on a solicitor/client basis) or damages suffered
or incurred in connection with them.

     7.4   Communications.  All notices and other communications given in
connection with this agreement shall be in writing, and the respective
addresses of the parties for the service of any notices or other
communications shall be as follows:

           To the Purchaser:   Lions Petroleum Inc
                               600 17th Street
                               Suite 2800 South
                               Denver, CO 80202
                               Attention: Dale M. Paulson

           With a copy to:     Leschert and Company
                               Suite 2760, 200 Granville Street
                               Vancouver, British Columbia V6C 1S4
                               Attention: Allen D. Leschert

           To the Vendor:      Duna Resources Ltd.
                               622, 206 7th Ave. S.W.
                               Calgary, Alberta

Any notices or other communications shall be sufficiently given if delivered
by hand or by reputable courier service, or, absent postal disruption, if sent
by registered mail, postage prepaid, posted within Canada, to the parties at
their respective addresses for service as set forth.  Any notice or other
communication given shall be deemed to have been given and received on the
second Business Day on which it is presented during normal business hours at
the address for service of the addressee of this agreement.  Either party may
change its address for service by notice in writing to the other party.

     7.5   Assignment.  No party shall be entitled to assign any interest in
this agreement without the consent of the other party.

     7.6   Enurement.  This agreement shall enure to the benefit of and be
binding on the parties and their respective successors and permitted assigns.

     7.7   Time of essence.  Time shall be of the essence.

     7.8   Governing law.  This agreement shall be governed by and construed
in accordance with the laws of the Province of British Columbia, and each of
the parties submits to the jurisdiction of the courts of the Province of
British Columbia for the interpretation and enforcement of it.

     7.9   Further assurances.  Each of the parties shall on and after the
Closing Date, without further consideration, do and perform all further acts
and things, and execute and deliver all further agreements, assurances, deeds,
assignments, conveyances, notices, releases and other documents and
instruments, as may reasonably be required to more fully assure the conveyance
of the Assets to the Purchaser in accordance with the provisions of this
agreement and otherwise to assure the carrying out of the intent and purpose
of this agreement.

     7.10   Waiver.  No waiver by either party shall be effective unless in
writing, and a waiver shall affect only the matter, and the occurrence of it,
specifically identified in the writing granting the waiver and shall not
extend to any other matter or occurrence.

     7.11   Non-merger.  The provisions contained in this agreement shall
survive the Closing and shall not merge in any conveyance, transfer,
assignment, novation agreement or other document or instrument issuing
pursuant hereto or in connection with it.

IN WITNESS WHEREOF the parties have executed and delivered this agreement as
of the date first written above.

LIONS PETROLEUM INC.

Per:

/s/ Dale Paulson
--------------------------------
Name: DALE M. PAULSON
Title: PRESIDENT & CEO


DUNA RESOURCES LTD.

Per:

/s/ Gary Earl
--------------------------------
Name: GARY EARL
Title: PRESIDENT


<PAGE>


                        List of Schedules


Schedule "A" - Lands, Leases, Hydrocarbon Interests and Wells
Schedule "B" - List of encumbrances, liens, royalties and other claims to
               the assets
Schedule "C" - Non-convertible Overriding Royalty Agreement