Unassociated Document


    
      Exhibit
        10.1

      


      LETTER
        AGREEMENT

      


      October
        28, 2005

      


      Mr.
        Ron
        Hietala

      Triangle
        USA Petroleum Corporation

      Suite
        1110, 521 - 3 Avenue SW

      Calgary,
        Alberta T2P 3T3

      


      


      Dear
        Ron,

      


      The
        following is a summary table demonstrating the terms and conditions related
        to
        our deal to jointly develop certain oil & gas properties from the Hunter
        Energy LLC portfolio.

      


      Triangle
        USA Petroleum Corporation commits to the purchase of 25% Working Interest
        positions in three prospects located as follows:

      


      Price:

      


      

        
          	
                  Prospect

                	
                  Acquisition
                    Fee

                	
                  Land
                    Purchase AFE

                	
                  Discovery
                    Well AFE

                	
                  Provisional
                    Total 

                
	
                  Colorado

                	
                  666,668

                	 	
                  660,000

                	
                  1,326,668

                
	
                  Wyoming

                	
                  666,666

                	
                  178,000

                	
                  705,000

                	
                  1,549,666

                
	
                  Montana

                	
                  666,666

                	
                  196,667

                	
                  752,667

                	
                  1,616,000

                
	
                  Total

                	
                  2,000,000

                	
                  374,667

                	
                  2,117,667

                	
                  4,492,334

                


        

      

      


      Payment:

      


      US$1,000,000
        prior to Nov. 4th
        2005
        (subject to finalizing standard agreements).

      US$1,000,000
        prior to Nov 30th
        2005

      


      Carried
        Interest: 

      


      In
        addition to Triangle’s 25% share of the cost of the first well, Triangle will
        carry a proportional share of Hunter Energy cost of the drilling and completion
        of the first well to the tanks, being equal to 8.333% for a total share of
        the
        costs of the first well of 33.333%.

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      Back
        - In
        Right: 

      


      Hunter
        shall have the right to back-in for an additional 25% interest after Triangle
        has recouped all of its costs in the Prospect, i.e, at Prospect Payout. Prospect
        Payout being defined in this case as after the recoupment of all of Triangle’s
        costs, including the Acquisition cost, additional land, drilling and completion
        expenses on a prospect by prospect basis provided that in no case would Hunter
        have the right to back-in prior to Triangle recovering its initial $2
        mm
        initial acquisition cost for all three prospects.

      


      Additional
        Terms:

      


      All
        other
        terms to be agreed between the parties using Hunter Energy’s standard
        Exploration and Joint Operating Agreements.

      


      Sincerely

      


      


      


      /s/
        ALAN C. O’HARE

      Alan
        C.
        O’Hare

      President

      Hunter
        Energy LLC

      


      Please
        sign below to confirm this letter agreement’s validity:

      


      


      /s/
        RON HIETALA

      Ron
        Hietala

      President

      Triangle
        USA Petroleum Corporation

      


      
        
          
          

        

        
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