GROSS OVERRIDING ROYALTY AGREEMENT

                           (FIREBAG AREA SASKATCHEWAN)

      THIS AGREEMENT made effective as of the 29th day of September, 2004.

BETWEEN:

            STRIPPER ENERGY SERVICES LIMITED., a corporation having an office in
            the City of Calgary, in the Province of Alberta (hereinafter
            referred to as "Royalty Owner")

                                     - and -

            808099 ALBERTA LTD. a corporation having an office in the City of
            Vancouver, in the Province of British Columbia (hereinafter referred
            to as "Grantor")

      WHEREAS the Powermax Energy Inc. and the Grantor have agreed to a sale,
purchase and conveyance of certain working interests in the royalty lands to the
Grantor, pursuant to the terms and conditions of an Agreement of Purchase and
Sale (hereinafter referred to as the Sale Agreement) made effective September
29, 2004; and

      WHEREAS as a condition precedent of the Sale Agreement, the Grantor has
agreed that a royalty is payable and to grant and pay to the Royalty Owner a
non-convertible gross overriding royalty on a one hundred (100%) percent
interest in the royalty lands; and

      WHEREAS the parties desire to document this gross overriding royalty.

      NOW THEREFORE THIS AGREEMENT WITNESSETH that the parties hereto agree as
follows:

1.    Definitions

      Notwithstanding the jurisdiction in which the royalty lands may be
      situated, the parties hereto agree that, as among themselves, the
      definitions set out in the Oil and Gas Conservation Act, R.S.A. 1980,
      C.O-5, as amended, together with the definitions set out in the 1990 CAPL
      Operating Procedure, as such definitions pertain to any and all substances
      constituting Petroleum Substances, shall be applicable for the purpose of
      interpreting this Agreement, except insofar as any such definition may
      have been modified, as provided hereunder:

      (a)   "Assignment Procedure" means the 1993 CAPL Assignment Procedure.;

      (b)   "condensate" has the meaning set out in the Oil and Gas Conservation
            Act, R.S.A. 1980 C.0-5;

      (c)   "crude oil" means a mixture mainly of pentane and heavier
            hydrocarbons (whether or not contaminated with sulphur compounds)
            that is recovered at a well from an underground reservoir and that
            is liquid at the conditions under which its volume is measured or
            estimated and shall include crude naphtha or condensate that is so
            recovered;

      (d)   "current market value" means the price received by the Grantor at
            the point of measurement for its share of petroleum substances
            produced and marketed from, or allocated to, the royalty lands
            pursuant to a scheme of pooling or unitization which price shall not
            be less than that which the Grantor would have received at the
            wellhead if acting as a reasonably prudent operator having regard to
            the current market prices, availability to market and economic
            conditions of the petroleum industry generally.

<PAGE>
                                     - 2 -


      (e)   "natural gas" shall mean raw gas or marketable gas as the context so
            requires, and as those terms are defined in the Oil and Gas
            Conservation Act for the Province of Alberta;

      (f)   "Operating Procedure" means the 1990 CAPL Operating Procedure.;

      (g)   "Petroleum Substances" means all crude oil, natural gas and related
            hydrocarbons and any other substances, whether fluids or solids and
            whether hydrocarbons or not, but only insofar as and to the extent
            the same are granted by the title document.

      (h)   "point of measurement" shall mean the production tankage in the case
            of crude oil, the wellhead in the case of natural gas and the point
            of delivery for all other petroleum substances.

      (i)   "Regulations" means all statues, laws, rules, orders and regulations
            in effect from time to time and made by governmental authorities
            having jurisdiction over the royalty lands and over the operations
            to be conducted thereon;

      (j)   "royalty lands" means the lands more particularly described and from
            time to time remaining in Schedule "A".

      (k)   "title document" means the documents of title by virtue of which the
            holders thereof are entitled to drill for, win, take or remove
            Petroleum Substances underlying all or any part of the royalty lands
            and includes all renewals or extensions thereof or other title
            documents issued thereunder or in substitution therefor.

2.    Reservation of Royalty

      (a)   Grantor hereby grants and assigns to the Royalty Owner a gross
            overriding royalty equal to two and one half percent (2.5%) of the
            current market value on one hundred percent (100%) of all petroleum
            substances produced, saved and marketed from the royalty lands
            (hereinafter referred to as the "royalty").

      (b)   The royalty shall be in addition to the royalties payable under and
            pursuant to the title document. The royalty shall be paid to the
            Royalty Owner during the term of the title document and any renewal,
            extension, variation or replacement thereof.

      (c)   If any petroleum substances are sold at less than current market
            value in any transaction (including those transactions which are not
            at arm's length or any transaction involving any arrangement from
            which the Grantor obtains a collateral advantage in consideration of
            a reduced price, the gross proceeds of sale of such petroleum
            substances for the purposes of calculating the royalty under
            subclause 2(a) hereof shall be deemed to be not less than the
            current market value of those Petroleum Substances when sold.

      (d)   If any well drilled on the royalty lands is classified by the
            appropriate governmental authority as an oil well; and is completed
            in more than one producing oil zone and the production therefrom is
            segregated and accounted for separately in accordance with the
            Regulations, then the computation of the royalty provided for in
            subclause 2(a) hereof shall be made separately for each producing
            zone rather than for the total production from such well.

<PAGE>
                                     - 3 -


3.    Commingling Production

      The Grantor shall have the right to commingle Petroleum Substances
      produced from the royalty lands with Petroleum Substances produced from
      other lands provided methods acceptable to the Royalty Owner are used to
      determine the proper measurement of individual well production.

      Where Governmental regulations or orders require segregated production
      tests of individual wells at intervals not greater than two months, such
      tests will be deemed acceptable to the Royalty Owner under this Clause and
      no further tests will be required.

4.    Right to Pool or Unitize

      Grantor is hereby given the right and authority, at any time and from time
      to time, to pool the royalty lands, or any portion thereof or to unitize
      the royalty lands or any portion thereof, or any zone or formation
      underlying the royalty lands, or any portion thereof, with any other lands
      or any zone or formation underlying the same, on reasonable terms and
      conditions. In the event of such pooling or unitization, the Royalty Owner
      shall, in lieu of the royalty, receive royalty at the rate herein
      specified but calculated on that portion of the production of the
      Petroleum Substances from the area so pooled or unitized which is
      allocated to that portion of the royalty lands which is contributed to the
      pooled or unitized area pursuant to the pooling or unitization agreement
      concerned.

5.    Operations

      Grantor may use any of the petroleum substances produced from the royalty
      lands or allocated thereto pursuant to a pooling and unitization agreement
      in its operations on or in respect to the royalty lands and the Royalty
      Owner shall own no royalty hereunder in the Petroleum Substances so used.

6.    Taking in Kind

      (a) Royalty Owner may by notice to Grantor elect to take its royalty in
      kind or to revoke any previous election made by it to take in kind,
      provided that Royalty Owner may not make an election with respect to any
      of the Petroleum Substances within one hundred and eighty (180) days after
      any prior election relating to that same portion of the Petroleum
      Substances. Such election to take in kind may be exercised separately with
      respect to crude oil, natural gas and condensate. If Royalty Owner elects
      to take its royalty in kind, the percentages and measurement criteria
      stipulated in Clause 2 hereof shall apply to the quantities of Petroleum
      Substances produced and saved at the wellhead instead of the gross
      proceeds of sale or the current market value thereof, as the case may be.
      Commencing with the month next following sixty (60) days after receipt of
      such notice, Grantor, in accordance with the notice and as provided in
      Clause 7 hereof, shall either:

            (i) deliver to the Royalty Owner or to its nominee, the Royalty
            Owner's royalty share of all petroleum substances produced from the
            royalty lands which Royalty Owner has elected to take as provided
            above, or

            (ii) pay the royalty in cash as provided in Clause 2 hereof.

<PAGE>
                                     - 4 -


      (b)   Any such election by the Royalty Owner to take in kind shall be
            subject to the terms of any sales contracts which Grantor may have
            previously made with respect to production of petroleum substances
            from the royalty lands which shall be consistent with the minimum
            needs of the industry under the circumstances but shall not, however
            exceed one (1) year without the Royalty Owner's written approval.

      (c)   If the Royalty Owner elects to take its royalty share or crude oil
            in kind, Grantor shall:

            (i)   at no cost or charge to the Royalty Owner, remove basic
                  sediment and water from the Royalty Owner's share of crude oil
                  in accordance with normal oilfield practices so that pipeline
                  specifications in that regard are met, and

            (ii)  at the request of the Royalty Owner, provide production
                  tankage capacity for not more than ten (10) days' accumulation
                  of the Royalty Owner's share of crude oil and Grantor shall
                  deliver the same to the Royalty Owner, or to the Royalty
                  Owner's nominee, at the tank outlets in accordance with usual
                  customary shipping practice, free and clear of all charges
                  whatsoever.

      (d)   If the Royalty Owner elects to take its royalty share of petroleum
            substances other than crude oil in kind, the Royalty Owner shall
            either take its share thereof at the wellhead or shall make
            arrangements for the processing of such substances.

7.    Sale of Royalty

      (a)   When and so often as the Royalty Owner shall fail or refuse to take
            the royalty in kind and separately dispose of the same, the Grantor
            shall have the authority, revocable by the Royalty Owner at will
            (subject to any existing sales contracts) to sell, and shall sell
            for the account of the Royalty Owner, the royalty for such periods
            of time as are consistent with the minimum needs of the industry
            under the circumstances, but in no event shall any contract be for a
            period in excess of one (1) year.

      (b)   The Grantor shall pay to the Royalty Owner, for the royalty sold or
            purchased by the Grantor, the current market value thereof on or
            before the first day of the second month following the month of
            production and shall include therewith a complete statement of
            inventories, production and sales for the month of production.

      (c)   If any royalty remains unpaid at the expiration of the period
            specified above, Royalty Owner may, by notice, advise the Grantor of
            same. If the Grantor does not pay the royalty within thirty (30)
            days of receipt of such notice, then from the expiration of the
            period specified above, the unpaid amount shall bear interest at the
            prime rate plus two percent (2%) per annum until paid. In this
            subclause, "prime rate" means the rate of interest expressed as a
            percentage per annum used and announced by the Canadian Imperial
            Bank of Commerce as a reference rate then in effect for determining
            interest on Canadian dollar commercial loans in Canada. The prime
            rate shall be determined on the last day of each month and applied
            to the next succeeding month.

      (d)   Grantor shall maintain complete and accurate records of the
            petroleum substances produced, or deemed to have been produced,
            saved and sold from the royalty lands and of the monies received
            therefrom and shall forward with each payment of royalty hereunder a
            statement giving sufficient detail for the Royalty Owner to
            ascertain the accuracy of the payment made therewith. The Grantor
            shall also forward to the Royalty Owner a copy of Grantor's
            governmental production statement for the month for which the
            royalty is calculated and, with respect to Crown permits, a copy of
            the Crown royalty statement with respect to those permits.

<PAGE>
                                     - 5 -


8.    Deductions

      There are no deductions allowed to be taken by the Grantor (for the
      purposes of calculating the royalty payments), and all royalty amounts
      owing and payable under this agreement shall be calculated as determined
      by the volumes produced at the wellhead or other reservoir proximity to
      in-situ equivalent thereto. It is also agreed to that the Royalty Owner
      shall have the right to register this royalty interest on the lands and
      that regardless of such registration, the royalty is deemed to be an
      interest in land and as such will have all of the legal rights associated
      with an interest in land.

9.    Ratable Production

      The Grantor shall make every reasonable endeavor within its legal
      authority to market any of the Petroleum Substances produced or capable of
      being produced from the royalty lands rateably with any other similar
      substances produced from any lands within the same field in which the
      Grantor, its parent or subsidiary or subsidiary of its parent has an
      interest and further the Grantor covenants that it will not discriminate
      against the petroleum substances produced or capable of being produced
      from the royalty lands in the production and marketing of the same.

10.   Indemnity

      The Grantor shall indemnify and save harmless the Royalty Owner from and
      against all actions, suits, claims and demands whatsoever by any person or
      persons whomsoever, and in respect of any loss, injury, damage or
      obligation arising out of or connected with any of the operations of the
      Grantor conducted on the royalty lands.

11.   Grantor Not Obliged to Develop

      Notwithstanding any provision herein contained, Grantor shall be under no
      obligation to the Royalty Owner to develop the royalty lands or any part
      thereof or to produce the Petroleum Substances which may be within, upon
      or under the royalty lands.

12.   Force Majeure

      None of the parties hereto shall be deemed to be in default in respect to
      non-performance of their obligations hereunder if and so long as their
      non-performance is due to strikes, lockouts, fire, tempest or acts of God
      or the queen's enemies, or any other cause (whether similar or dissimilar
      to those enumerated) beyond its control, but lack of finances shall not in
      any event be deemed to be a cause beyond the control of a party.

13.   Surrender

      Grantor may at any time and from time to time surrender the title document
      or any severable part thereof upon giving the Royalty Owner at least sixty
      (60) days notice in writing (herein called "the surrender notice"), before
      the accrual of a rental or other obligation under the title document, of
      its intention so to surrender specifying the effective date of such
      surrender and in the case of a partial surrender the lands intended to be
      surrendered. Unless the Royalty Owner, within thirty (30) days of the
      service of the surrender notice, gives notice in writing to the Grantor
      requiring an assignment of the title document to the extent that it
      comprises the lands referred to in the surrender notice, the Grantor may
      surrender same and thereupon all of the Grantor's obligations under this
      Agreement with respect to the interest so surrendered shall cease. If the
      Royalty Owner, within thirty (30) days gives notice in writing to Grantor
      requiring an assignment as aforesaid the Grantor shall forthwith deliver
      to the Royalty Owner a proper assignment, in favour of the Royalty Owner,
      of the title document to the extent that it comprises the lands subject to
      the surrender notice, and the Grantor thereafter shall be under no
      liability under this Agreement in any manner whatsoever in connection with
      the interest so assigned and the Royalty Owner shall indemnify and save
      the Grantor harmless from all obligations which shall accrue under the
      title document in respect of such lands from the effective date of the
      surrender.

<PAGE>
                                     - 6 -


14.   Records

      Grantor shall maintain in Canada at all times current books, records and
      accounts showing the quantity of Petroleum Substances taken out of each
      well drilled on the royalty lands, or allocated to the royalty lands, and
      the disposition thereof, and shall permit the royalty Owner to inspect or
      audit the same and to make copies thereof. Insofar as Grantor may grant
      such right, it shall permit the employees or agents of Royalty Owner to
      enter upon the royalty lands, or any other lands from which Petroleum
      Substances subject to the royalty are produced, at its sole risk and
      expense for the purpose of ascertaining the quantity and nature of the
      Petroleum Substances produced from any well thereon. All information
      obtained by Royalty Owner pursuant to this clause shall be treated as
      confidential and shall not be disclosed to third persons without prior
      written consent of the Grantor.

15.   Audits

      (a)   The Royalty Owner, by reasonable notice to Grantor and at its own
            expense may audit Grantor's books, accounts and records for a
            calendar year relating to the production, disposition and sale of
            the Petroleum Substances with respect to which Grantor is required
            to pay the Royalty Owner's royalty, provided that such audit shall
            be conducted and completed within twenty-six (26) months following
            the end of such calendar year and shall be conducted so as to cause
            Grantor a minimum of inconvenience. Upon receiving notice that the
            Royalty Owner wishes to conduct an audit, Grantor, at its own
            expense, shall make available the said books, accounts and records
            in Alberta and shall permit the Royalty Owner to conduct the audit
            during normal business hours. Grantor shall, within three (3) months
            following completion of the audit, take required action to resolve
            the claims or discrepancies disclosed by that audit and if it does
            not do so, the results of the audit shall be deemed to be correct.
            If required, Grantee shall be entitled to a face-to-face meeting to
            resolve the claims and discrepancies, and Grantor shall attend with
            representatives with sufficient seniority to make effective and
            binding decisions on behalf of Grantor.

      (b)   The Royalty Owner may also, through its servants or agents, and at
            its sole risk and expense, enter on the royalty lands and at all
            reasonable times gauge tanks, check the quantities of Petroleum
            Substances in storage, witness tests and otherwise view operations
            on the royalty lands.

      (c)   Any payment made or statement rendered by Grantor hereunder which is
            not disputed by the Royalty Owner within three (3) months from the
            last day during which the Royalty Owner may, under subclause 16(a)
            hereof, conduct an audit in connection with such payment or
            statement shall be deemed to have been correct.

<PAGE>
                                     - 7 -


16.   Remedies

      (a)   The Royalty Owner shall be entitled to and shall have a first and
            paramount charge upon Grantor's share of all Petroleum Substances
            from time to time produced from the royalty lands to secure the
            payment of any cash payment in respect of the royalty. Such charge
            shall be first and paramount with respect to all other liens,
            charges and encumbrances against Grantor's share of all Petroleum
            Substances and shall not operate to release Grantor from personal
            liability for monies due to the Royalty Owner. Such charge shall
            attach to Grantor's share of Petroleum Substances sold or otherwise
            disposed of from the royalty lands and immediately on default
            occurring in payment by Grantor of monies payable to the Royalty
            Owner, such charge shall operate as an assignment to the Royalty
            Owner of the consideration thereafter payable to Grantor for the
            Petroleum Substances sold up to the amount owed to the Royalty Owner
            and not so paid by Grantor.

      (b)   Service of a copy of this Agreement upon any purchaser of Petroleum
            Substances together with written notice from the Royalty Owner
            setting forth the amount owed to the royalty Owner shall constitute
            written authorization on the part of Grantor for such purchaser to
            pay the Royalty Owner the proceeds from any sale or sales of
            Grantor's share of Petroleum Substances up to the amount owed to the
            Royalty Owner by Grantor, and such purchaser is authorized to rely
            upon the statement of the Royalty Owner as to the amount owed to it
            by Grantor. The Royalty Owner shall also serve Grantor with a copy
            of the written notice at the same time the notice is served upon the
            purchaser of Petroleum Substances.

      (c)   Without restricting any other rights which the Royalty Owner may
            have under this Agreement or at law, the Royalty Owner shall have
            the right to recover any overdue payments thereunder by setting off
            the amount thereof against any other Monies whatsoever which may now
            or in future be or become owing by the Royalty Owner to Grantor.

17.   Assignment by Grantor

      Grantor may assign any legal or equitable interest in this Agreement, the
      royalty lands, the title document or any portion or portions thereof and
      in the event of such assignment, the Grantor shall continue to be bound by
      all of the conditions and provisions of this Agreement as if there had
      been no assignment until such time as the Royalty Owner shall have been
      served with a copy of the assignment and a written undertaking under seal
      by the Grantor, directly enforceable by the Royalty Owner, to perform and
      be bound thereafter by all of the terms and provisions of this Agreement
      to the same extent and degree, with respect to the interest which has been
      assigned to it, as it would have been if it had been a party to this
      Agreement in the place and stead of Grantor. Any assignment thereunder
      shall be made in accordance with the Assignment Procedure.

18.   Assignment by the Royalty Owner

      The Royalty Owner may at any time assign, all or part of its interest
      thereunder provided that if at any time the share of the royalty payable
      to the Royalty Owner becomes held by more than one entity, Grantor may
      require that all entities claiming such share appoint in writing an agent
      to deal with claiming such share appoint in writing an agent to deal with
      Grantor hereunder and to receive all payments of that share of the royalty
      for distribution to the holders thereof. If such holder neglects or
      refuses to appoint such an agent, the Grantor may withhold payment of the
      royalty until such agent is appointed. In the event of such disposition,
      the Royalty Owner shall continue to be bound by all of the conditions and
      provisions of this Agreement as if there had been no disposition until
      such time as Grantor shall have been served with a copy of the assignment
      and a written undertaking under seal by the royalty Owner, directly
      enforceable by the Grantor, to perform and be bound thereafter by all of
      the terms and provisions of this Agreement to the same extent and degree,
      with respect to the interest which has been assigned to it, as it would
      have been if it had been a party to this Agreement in the place and stead
      of the Royalty Owner. Any assignment hereunder shall be made in accordance
      with the Assignment Procedure.

<PAGE>
                                     - 8 -


19.   Service of Notice

      All payments hereunder in respect of the royalty shall be paid or tendered
      to the Royalty Owner at the address shown herein for service of notices
      which shall continue to be the place for payment of any and all sums
      payable hereunder regardless of change of ownership, whether by assignment
      or otherwise, until the Grantor has been notified by the Royalty Owner in
      writing to make such payment to any other payee whose name and address
      shall be specified in such notices. Notices may be serviced:

      (a)   Personally by leaving them with the party on whom they are to be
            served at that party's address hereinafter given. Personally served
            notices shall be deemed received by the addressees when actually
            delivered provided such delivery shall be normal business hours; or

      (b)   by telephone (or by any other like method by which a written and
            recorded message may be sent) directed to the party on whom they are
            to be served at that party's address hereinafter given. Notices so
            served shall be deemed received by the addresses thereof eight hours
            after the time of transmission or at the commencement of the next
            ensuing normal business day, whichever is the later, or

      (c)   by mailing them first class (air mail it to or from the United
            States of America) registered post, postage prepaid to the party on
            whom they are to be served. Notices so served shall be deemed to be
            received by the addressees on the fifth day (excluding Saturdays,
            Sundays and Statutory Holidays) following the mailing thereof in
            Canada or the United States of America.

            The address of each of the respective parties hereto shall be as
            follows:


            808099 Alberta Ltd.               Stripper Energy Services Limited
            1250, 639 -5th Avenue SW          1000, 330 5th Avenue S.W.
            Calgary AB T2P 0M9                Calgary, Alberta. T2P 0L4


            Any party hereto may change its said address by written notice
            served as aforesaid.

20.   Further Assurances

      Each of the parties hereto shall, from time to time and at all times, do
      such further acts and deliver all such further assurances, deeds and
      documents as shall be reasonably required in order to fully perform and
      carry out the terms of this Agreement.

<PAGE>
                                     - 9 -


21.   Supersedes Previous Agreements

      This Agreement supersedes all other agreements, documents, writings and
      verbal understandings between the parties hereto relating to the royalty
      lands.

22.   Laws of Jurisdiction

      This Agreement shall be construed and interpreted in accordance with the
      laws of the Province of Alberta and Canada.

23.   Time of Essence

      Time shall be of the essence of this Agreement.

24.   No Amendment Except In Writing

      No amendment or variation of the provisions of this Agreement shall be
      binding upon any party unless it is evidenced in writing executed by the
      party.

25.   Binds Successors and Assigns

      This Agreement shall enure to the benefit of and shall bind the parties
      hereto and their respective successors and assigns, and the heirs,
      executors, administrators and assigns of natural persons who are or become
      parties hereto.

26.   Term

      This Agreement shall terminate when all title documents on the royalty
      lands or lands which become royalty lands, in which Grantor, its
      successors or assigns have an interest, expire or are surrendered.

Each party agrees that this conveyance may be executed by fax and that once
executed by fax it is binding, with both parties agreeing that original copies
will be executed as soon as possible.

      IN WITNESS WHEREOF the parties have executed this Agreement as of the day
and year first above written.

808099 ALBERTA LTD.                     STRIPPER ENERGY SERVICES LIMITED.

/s/                                     /s/ Neil K. Answorth - Director
--------------------------------        --------------------------------


--------------------------------        --------------------------------


<PAGE>

                                  SCHEDULE "A"

   Attached to and forming part of a Gross Overriding Royalty Agreement dated
 September 29, 2004 between 808099 ALBERTA LTD. as Grantor and STRIPPER ENERGY
                       SERVICES LIMITED as Royalty Owner.

                                 "royalty lands"

One Hundred (100%) percent Working Interest in the Firebag East Permits, located
in Northwest Saskatchewan, as described below:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
               Permits                                         Lands                               Encumbrances
----------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                                                    <C>
Saskatchewan Oil Shale Exploration      Twp 92, Rge 22, W3M: Secs 1-36                         Crown Lessor Royalty
Permit # PS00205                        Twp 92, Rge 23, W3M: Secs 1-36
                                        Twp 92, Rge 24, W3M: Secs 1-36 Twp 92,
                                        Rge 25, W3M: Secs 1-5, ptn6, ptn 7, secs
                                        8-17, ptn18, ptn 19, secs 20-29, ptn 30,
                                        ptn 31, secs 32-36 (containing 88,782
                                        acres)
----------------------------------------------------------------------------------------------------------------------
Saskatchewan Oil Shale Exploration      Twp 93, Rge 22, W3M: Secs 1-36                         Crown Lessor Royalty
Permit # PS00206                        Twp 93, Rge 23, W3M: Secs 1-36
                                        Twp 93, Rge 24, W3M: Secs 1-36 Twp 93,
                                        Rge 25, W3M: Secs 1-5, ptn6, ptn 7, secs
                                        8-17, ptn18, ptn 19, secs 20-29, ptn 30,
                                        ptn 31, secs 32-36 (containing 88,782
                                        acres)
----------------------------------------------------------------------------------------------------------------------
Saskatchewan Oil Shale Exploration      Twp 93, Rge 18, W3M: Secs 1-36                         Crown Lessor Royalty
Permit # PS00207                        Twp 93, Rge 19, W3M: Secs 1-36
                                        Twp 93, Rge 20, W3M: Secs 1-36
                                        Twp 93, Rge 21, W3M: Secs 1-36
                                        (containing 92,160 acres)
----------------------------------------------------------------------------------------------------------------------
Saskatchewan Oil Shale Exploration      Twp 94, Rge 22, W3M: Secs 1-36                         Crown Lessor Royalty
Permit # PS00208                        Twp 94, Rge 23, W3M: Secs 1-36
                                        Twp 94, Rge 24, W3M: Secs 1-36 Twp 94,
                                        Rge 25, W3M: Secs 1-5, ptn6, ptn 7, secs
                                        8-17, ptn18, ptn 19, secs 20-29, ptn 30,
                                        ptn 31, secs 32-36 (containing 88,692
                                        acres)
----------------------------------------------------------------------------------------------------------------------
Saskatchewan Oil Shale Exploration      Twp 94, Rge 19, W3M: Secs 1-36                         Crown Lessor Royalty
Permit # PS00209                        Twp 95, Rge 19, W3M: Secs 1-36
                                        Twp 94, Rge 20, W3M: Secs 1-36
                                        Twp 94, Rge 21, W3M: Secs 1-36
                                        (containing 92,160 acres)
----------------------------------------------------------------------------------------------------------------------
Saskatchewan Oil Shale Exploration      Twp 95, Rge 22, W3M: Secs 1-36                         Crown Lessor Royalty
Permit # PS00210                        Twp 95, Rge 23, W3M: Secs 1-36
                                        Twp 95, Rge 24, W3M: Secs 1-36 Twp 95,
                                        Rge 25, W3M: Secs 1-3, ptn4, ptn 9, secs
                                        10-15, ptn 16, ptn 21, secs 22-27, ptn
                                        28, ptn 33, secs 34-36.
                                        (containing 83,460 acres)
----------------------------------------------------------------------------------------------------------------------
Saskatchewan Oil Shale Exploration      Twp 95, Rge 20,W3M: Secs 1-36                          Crown Lessor Royalty
Permit # PS00211                        Twp 96, Rge 20,W3M: Secs 1-36
                                        Twp 95, Rge 21,W3M: Secs 1-36
                                        Twp 96, Rge 21,W3M: Secs 1-36
                                        (containing 92,160 acres)
----------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
                                     - 11 -


<TABLE>
<CAPTION>
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               Permits                                         Lands                               Encumbrances
----------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                                                    <C>
Saskatchewan Oil Shale Exploration      Twp 96, Rge 22, W3M: Secs 1-36                         Crown Lessor Royalty
Permit # PS00212                        Twp 96, Rge 23, W3M: Secs 1-36
                                        Twp 96, Rge 24, W3M: Secs 1-36 Twp 96,
                                        Rge 25, W3M: Secs 1-3, ptn4, ptn 9, secs
                                        10-15, ptn 16, ptn 21, secs 22-27, ptn
                                        28, ptn 33, secs 34-36.
                                        (containing 83,432 acres)
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Saskatchewan Oil Shale Exploration      Twp 97, Rge 22, W3M: Secs 1-36                         Crown Lessor Royalty
Permit # PS00213                        Twp 97, Rge 23, W3M: Secs 1-36
                                        Twp 97, Rge 24, W3M: Secs 1-36 Twp 97,
                                        Rge 25, W3M: Secs 1-3, ptn4, ptn 9, secs
                                        10-15, ptn 16, ptn 21, secs 22-27, ptn
                                        28, ptn 33, secs 34-36.
                                        (containing 83,360 acres)
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Saskatchewan Oil Shale Exploration      Twp 97, Rge 21, W3M: Secs 1-36                         Crown Lessor Royalty
Permit # PS00214                        Twp 98, Rge 21, W3M: Secs 1-36
                                        Twp 99, Rge 21, W3M: Secs 1-36
                                        Twp 100, Rge 21, W3M: Secs 1-36
                                        (containing 92,160 acres)
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Saskatchewan Oil Shale Exploration      Twp 98, Rge 22, W3M: Secs 1-36                         Crown Lessor Royalty
Permit # PS00215                        Twp 98, Rge 23, W3M: Secs 1-36
                                        Twp 98, Rge 24, W3M: Secs 1-36 Twp 98,
                                        Rge 25, W3M: Secs 1-3, ptn4, ptn 9, secs
                                        10-15, ptn 16, ptn 21, secs 22-27, ptn
                                        28, ptn 33, secs 34-36.
                                        (containing 83,340 acres)
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Saskatchewan Oil Shale Exploration      Twp 99, Rge 22, W3M: Secs 1-36                         Crown Lessor Royalty
Permit # PS00216                        Twp 99, Rge 23, W3M: Secs 1-36
                                        Twp 99, Rge 24, W3M: Secs 1-36 Twp 99,
                                        Rge 25, W3M: Secs 1-2, ptn 3, ptn 10,
                                        secs 11-14, ptn 15, ptn 22, secs 23-26,
                                        ptn 27, ptn 34, secs 35-36 (containing
                                        78,006 acres)
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Saskatchewan Oil Shale Exploration      Twp 100, Rge 22, W3M: Secs 1-12                        Crown Lessor Royalty
Permit # PS00217                        Twp 100, Rge 22, W3M: Secs 14-36
                                        Twp 100, Rge 23, W3M: Secs 1-36 Twp 100,
                                        Rge 24, W3M: Secs 1-36 Twp 100, Rge 25,
                                        W3M: Secs 1-2, ptn 3, ptn 10, secs
                                        11-14, ptn 15, ptn 22, secs 23-26, ptn
                                        27, ptn 34, secs 35-36 (containing
                                        78,360 acres)
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Saskatchewan Oil Shale Exploration      Twp 101, Rge 22, W3M: Secs 1-36                        Crown Lessor Royalty
Permit # PS00218                        Twp 101, Rge 23, W3M: Secs 1-36
                                        Twp 101, Rge 24, W3M: Secs 1-36 Twp 101,
                                        Rge 25, W3M: Secs 1-2, ptn 3, ptn 10,
                                        secs 11-14, ptn 15, ptn 22, secs 23-26,
                                        ptn 27, ptn 34, secs 35-36 (containing
                                        77,958 acres)
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Saskatchewan Oil Shale Exploration      Twp 102, Rge 22, W3M: Secs 1-36                        Crown Lessor Royalty
Permit # PS00219                        Twp 102, Rge 23, W3M: Secs 3-10, 15-22, 25, 27-34,
                                        36
                                        Twp 102, Rge 24, W3M: Secs 1-36 Twp 102,
                                        Rge 25, W3M: Secs 1-2, ptn 3, ptn 10,
                                        secs 11-14, ptn 15, ptn 22, secs 23-26,
                                        ptn 27, ptn 34, secs 35-36 (containing
                                        71,552 acres)
----------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
                                     - 12 -


<TABLE>
<CAPTION>
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               Permits                                         Lands                               Encumbrances
----------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                                                    <C>
Saskatchewan Oil Shale Exploration      Twp 101, Rge 21, W3M: Secs 1-36                        Crown Lessor Royalty
Permit # PS00220                        Twp 102, Rge 21, W3M: Secs 1-36
                                        Twp 103, Rge 21, W3M: Secs 1-36
                                        (containing 69,120 acres)
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Saskatchewan Oil Shale Exploration      Twp 103, Rge 22, W3M: Secs 1-36                        Crown Lessor Royalty
Permit # PS00221                        Twp 103, Rge 23, W3M: Secs 14-36
                                        Twp 103, Rge 24, W3M: Secs 1-20,23-26,
                                        29-32, 35, 36 Twp 103, Rge 25, W3M: Ptn
                                        1, ptn 12, ptn 13, ptn 24, ptn 25, ptn
                                        36.
                                        (containing 68,754 acres)
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</TABLE>