ex10_4.htm


    
      

    

    EXHIBIT
10.4

    


    


    LEEXUS
OIL L.L.C.

    PARTICIPATION
AGREEMENT

    


    
      
        
          	
                  NAME & ADDRESS OF
      PARTICIPANT

                	 
      	
                  TEL/FAX NUMBER

                
	 
      	 
      	 
      
	
                  Enthoes
      Technologies, Inc.

                	 
      	
                  (403)
      444-6418

                
	
                  Bankers
      Hall West Tower

                	 
      	
                  (403)
      444-6699

                
	
                  Suite
      1000, 888 Third Street SW

                	 
      	 
      
	
                  Calgary,
      AB T2P 5C5

                	 
      	 
      
	 
      	 
      	 
      


        

      

    

    


    
      	
              RE:

            	
              Pearce
      #1 Well

            


    

    FRIO
COUNTY, TEXAS

    


    Dear
Sir:

    


    This will
confirm the agreement made and entered into this   15th  ,
day, of September, 2008, by
and between the undersigned, LEEXUS OIL L.L.C., hereinafter called (“LEEXUS
OIL”), and you, hereinafter called (“PARTICIPANT (Non-Operator”), relating to
the captioned wells and respective oil and gas leases, hereinafter called
(“WELLS”).

    


    LEEXUS
OIL represents that it is a working interest owner in the WELLS, situated in LEE
County, Texas, and more specifically described on Exhibit “A” attached hereto
and by this reference made a part hereof.

    


    PARTICIPANT
(NON-OPERATOR) desires to purchase from LEEXUS OIL a percentage working interest
in and to the WELLS as subscribed herein.

    


    That for
and in consideration of the mutual covenants herein contained, LEEXUS OIL and
PARTICIPANT (NON-OPERATOR) do hereby covenant and agree as follows:

    


    
      	
            	
              1.

            	
              INTEREST:
      PARTICIPANT (NON-OPERATOR) WILL DESIGNATE THE PERCENTAGE WORKING INTEREST
      BELOW THAT THEY ARE ACQUIRING IN AND TO THE
  WELLS.

            


    

    


    
      	
            	
              2.

            	
              PAYMENT: Upon
      acceptance of this agreement by PARTICIPANT, PARTICIPANT (NON-OPERATOR)
      will remit payment representing consideration for the interest being
      acquired by PARTICIPANT (NON-OPERATOR) to LEEXUS OIL in the AFE pro-rata
      amount of $56,000.00 plus a prospect fee of $11,200.00 for a total amount
      of $67,200.00.

            


    

    


    
      	
            	
              3.

            	
              ASSIGNMENT:
      Upon receipt of payment from PARTICIPANT (NON-OPERATOR) for the interest
      being acquired herein, LEEXUS OIL will execute an ASSIGNMENT AND BILL OF
      SALE conveying said interest to PARTICIPANT.  It is understood
      and agreed by all parties hereto that the interests to be assigned in and
      to the WELLS shall be made on an “as-is, where-is” basis and LEEXUS OIL
      expressly disclaims any warranty of any kind.  LEEXUS OIL will
      provide PARTICIPANT (NON-OPERATOR) a copy of the ASSIGNMENT AND BILL OF
      SALE for their review and consideration upon LEEXUS OIL prior to execution
      of this Letter Agreement.  Acceptance and execution of this
      Letter Agreement by PARTICIPANT (NON-OPERATOR) shall be deemed acceptance
      of the previously referenced ASSIGNMENT AND BILL OF SALE
    form.

            


    


    
      
         


      

      
        E-1

        
          

        

      

      
         


      

    

     

    
      	
            	
              4.

            	
              JOINT OPERATING
      AGREEMENT: LEEXUS OIL and PARTICIPANT (NON-OPERATOR) agree to add,
      amend, ratify the current Master Joint Operating Agreement (“Master JOA”)
      with COPAS Joint Accounting Procedure, originally signed and dated October
      15, 2008, and contemporaneously herewith, designating LEEXUS OIL L.L.C. as
      Operator of the WELLS.  PARTICIPANT (NON-OPERATOR) will be
      responsible and liable for paying their proportionate share of any and all
      monthly operating costs, rework costs or any and all other costs as may be
      incurred as a result of conducting operations in accordance with the
      Master JOA as of the effective date and thereafter.  In the
      event of any conflict between the provisions of the Joint Operating and
      this Letter Agreement, both parties agree the terms of this Letter
      Agreement shall control.

            


    

    


    
      	
               
      

            	
              5.

            	
              SECURITIES
      DISCLAIMER: THE PARTIES UNDERSTAND AND AGREE THAT THE PROPOSED
      VENTURE IS A HIGHLY SPECULATIVE ONE AND THAT NO REPRESENTATIONS ARE MADE
      TO PARTICIPANT(S) AS TO THE SUCCESS OF THE VENTURE OR FINANCIAL GAIN.
      PARTICIPANT (NON-OPERATOR) REPRESENTS AND WARRANTS THAT THEY ARE A
      SOPHISTICATED OIL AND GAS INVESTOR.  THE PARTIES AGREE AND
      UNDERSTAND THIS IS NOT A REGISTERED SECURITIES
      AGREEMENT.

            


    

    


    
      	
            	
              6.

            	
              TAX STATUS: It
      is understood that LEEXUS OIL and PARTICIPANT (NON-OPERATOR) are not
      partners and each of them elects, under the authority of Section 761(a) of
      the Internal Revenue Code of 1954, to be excluded from the application of
      all the provisions of Subchapter K of Chapter 1 of Subtitle A
      thereof.

            


    

    


    
      	
            	
              7.

            	
              ENTIRE
      AGREEMENT: This Participation Agreement, the Master JOA, and the
      COPAS Joint Accounting Procedure hereby incorporated by reference,
      constitute the entire agreement by and between LEEXUS OIL and PARTICIPANT
      (NON-OPERATOR) and may not be altered or amended except in writing signed
      by both parties.

            


    

    


    
      	
            	
              8.

            	
              GOVERNING LAW:
      This Agreement shall be governed by the laws of the State of
      Texas.

            


    

    


    
      	
            	
              9.

            	
              WARRANTY
      DISCLAIMER: LEEXUS OIL makes no warranty of title, express or
      implied, with respect to the WELLS or any leasehold or other right(s)
      acquired hereunder.  PARTICIPANT’S interest in and to the WELLS
      will be acquired on an “as-is, where-is”
basis.

            


    


    
      
         


      

      
        E-2

        
          

        

      

      
         


      

    

     

    If the
terms and provisions of this agreement are in accordance with your
understanding, please signify your approval by executing and returning both
copies of this agreement with your check, and we will execute and return one
copy to you.

    


    I have
read and fully understand this agreement, acknowledge this agreement is not a
registered security, and AGREE TO, ACCEPT AND APPROVE this agreement this __________ day of
____________________,
2008.

    
 

    
      
        
          
            
              	
                      EFFECTIVE
      DATE OF

                      ASSIGNMENT
      AND BILL OF SALE:

                    	
                      8/8THS
      WORKING

                      INTEREST:

                    	
                      NET
      REVENUE

                      INTEREST:

                    
	 
      	 
      	 
      
	
                      October 15, 2008

                    	
                      20%

                    	
                      15%

                    
	 
      	
                      75% - Net Revenue
      Basis

                    	 
      


            

          

        

      

    

    
 

    
      
        	 
      	
                ENTHEOS
      TECHNOLOGIES, INC.

              


      

    

    


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 
      	 	 
      	 
      	 
	
                                      WITNESS:

                                    	 	
                                      By:

                                    	
                                      Derek
      Cooper, President

                                    	 


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    


    
      
        
          	
                  Social
      Security Number or tax Identification Number:

                	 	 
      


        

      

    

    


    


    
      
        	 
      	
                LEEXUS
      OIL L.L.C.

              


      

    

    


    


    
      
        
          
            	 
      	 
      	 
      	 
      	 
	
                    WITNESS:

                  	 
      	
                    By:

                  	
                    Mark
      Jaehne, Gen. Partner

                  	 


          

        

      

    

    

       

      E-3