exv10w18






Exhibit 10.18




FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

Dated January 25, 2007



Eagle Operating, Inc. (“Seller”) and Petro Resources Corporation (“Buyer”) have entered into
a Purchase and Sale Agreement dated as of December 11,2007 and covering certain properties in
Bottineau, Burke, Renville and McHenry Counties, North Dakota (the “Agreement”).



In consideration of the mutual promises contained herein, the benefits to be derived by each party
hereunder and other good and valuable consideration, the receipt and
sufficiency of which are
hereby acknowledged, Buyer and Seller desire to amend the Agreement as to the particular provisions
set forth below:





	 	1.	 	Throughout the Agreement, including all exhibits, “Petro Resources Corporation, a Delaware
Corporation” shall be changed to “PRC Williston LLC, a
Delaware Limited Liability Corporation”.
	 
	 	2.	 	Article 1.01(a) shall be amended to read as follows:






“An undivided fifty percent (50%) of Seller’s right, title and interest in the oil and gas wells,
saltwater disposal and water wells and injection wells (whether or not currently producing) (the
“Wells”) and the lands upon which the Wells are located as described in Exhibit “A” hereto
(“Lands”, together with a like share of Seller’s interest in and to (i) all leases, mineral
interests, and other oil and gas properties (“Leases”) as described in Exhibit “A” 1 hereto and all
rights, privileges, benefits and powers conferred upon the holder of the Leases with respect to the
use and occupation of the surface of the Lands that may be necessary, convenient or incidental to
the possession and enjoyment of the Leases, (ii) all rights in respect of any pooled or unitized
acreage located in whole or in part within the Lands by virtue of the Leases, including rights to
production from the pool or unit allocated to any Leases being a part thereof, regardless of
whether such production is from the Lands covered by the Lease(s), (iii) all rights, options,
titles and interests within the Lands subject to the Leases irrespective of how earned, and (iv)
all tenements, hereditaments and appurtenances belonging to any of the foregoing;”




	 	3.	 	Article 1.01(d) shall be amended to read as follows:






“A like interest in and to all easements, licenses, authorizations, permits and similar rights and
Properties applicable to, or pertinent to, the ownership of the Leases and Lands and the ownership
and operation of the Wells;”




	 	4.	 	Article 2.01(d) shall be amended to read as follows:






Purchase Price. The consideration paid by seller for the properties (i)Ten
Million Dollars ($10,000,000.00) in U.S. funds to be paid at closing and (ii) Ten Million Dollars
($10,000,000.00) worth of Petro Resources Corporation common stock (said stock will be subject to
restriction set forth pursuant to the Securities and Exchange Commission
Rule 144); the number of shares to be issued shall be determined
by dividing $10,000,000 by the
average closing price of said stock for the five trading days immediately prior to closing (the
“Purchase Price”), which shall be adjusted as set forth in Section 2.02 below. Buyer represents
that it bas full authority to issue the common stock referenced above. All adjustments to thé
purchase price shall be made in cash.




“In the event the shares of common stock issued to Seller pursuant to this provision exceed 19.9%
of the outstanding common stock of Petro Resources Corporation (by calculation as provided for in
this Article 2.01) Buyer will issue 19.9% of Petro Resources Corporation outstanding common stock
plus an additional cash payment so that the value of the stock and the additional cash equal Ten
Million Dollars ($10,000,000).



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Notwithstanding
toe foregoing, Seller agrees to waive any rights to a vendor’s
lien  or similar
action as a mechanism to secure the payment of the project funding provided for as part of the
“Purchase Price”. Seller continues to have all rights and remedies provided for herein related lo
non-performance regarding project funding.




The term Purchase Price as used in Article 2.02 shall be limited to only the Twenty Million Dollars
in cash and stock provided for above and shall not include the Forty Five Million Dollars in
project funding.”




	 	5.	 	The following language shall be inserted as Article 20.02(b)(iv):






“Six Hundred Thousand Dollars ($600,000) which has been paid by Buyer to Seller in consideration
for Seller agreeing to extend the Closing Date,”




	 	6.	 	Article 3.01 shall be amended to read as follows:






“Buyer agrees to provide $45,000,000 (“Project Funding”) in net funding to cover 100%
(proportionately reduced to the interest of Buyer and Seller in any given project) of the mutually
agreed upon capital costs associated with creating secondary recovery units encompassing the
Properties, drilling/converting wells to enhance secondary recovery operations, drilling of
development and/or exploration wells on existing Leases, acquiring additional producing properties
in North Dakota, acquiring undeveloped oil and gas leasehold and/or contractual rights to oil and
gas leasehold, shooting/acquiring seismic data and drilling test wells (“Development Program”).
Exhibit “C” hereto is a “Business Plan” which shall include a description of projects to be
undertaken, a timeline estimating when each project will be commenced, and a budget estimating the
anticipated costs of each project.” Notwithstanding the preceding, the $45,000,000 Project Funding
is an additional obligation of the Buyer separate and apart from the consideration being paid for
the Properties, and upon the payment of the Purchase Price as provided for herein, the Properties
shall be conveyed to Buyer and such conveyance shall be an absolute conveyance and not effected by
the provisions of this Article III with respect to the Project Funding obligations.




	 	7.	 	Article 3.04 shall be amended to read as follows:






“Exhibit “C” hereto is a “Business Plan” which shall include a general description of projects to be
undertaken, a timeline estimating when each project will be commenced, and a budget estimating the
anticipated costs of each project. Regular meetings (at least quarterly) shall be held to create
and approve the current Business Plan for each quarter and to adjust the allocation of Development
Program capital as needed (each “project that is a part of the Business Plan is an “Approved
Project”). Such meetings shall be held in the offices of Seller
located in Kenmare, North Dakota,
or at any other mutually acceptable location. The current Business Plan, in place at any given
time, shall serve as authorization for Seller to perform the projects identified prior to the next
regular meeting. It is not the intent of this agreement to require Seller to obtain expenditure
approval for individual projects that are previously agreed to and included in the current Business
Plan. If, after a project has been initiated and the contemplated results are not being achieved,
the provisions of Article 3.07 may be implemented at any time.”




	 	8.	 	Article 3.05 shall be amended to read as follows:






“If Buyer elects not to fund any project which involves the Properties and which is set forth in
the Business Plan as attached hereto or included in the current Business Plan as amended at a later
date, the Parties will continue to own and operate the properties as they have in the past.
Notwithstanding the foregoing, Seller shall have the right to propose any project pursuant to the
governing Joint Operating Agreement or Unit Operating Agreement and, in the event Buyer elects not
to participate in thé proposed project, Buyer shall be subject the applicable non-consent
penalties. Said operations will not be part “Project Funding” described in Article 3.01 hereto.
Regardless of whether or not Buyer agrees to participate in a unit proposed by Seller, Buyer agrees
to fully support Seller’s unitization application and all efforts associated therewith.”



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	 	9.	 	Article 3.06 shall be amended to read as follows:






“As it relates to capital expenditures on Other Projects, the parties agree that (i) if Buyer has
participated in every Approved Project proposed by Seller during the aforementioned five (5) year
term then all unspent funds (the unspent portion of project funding allocated to Other Projects)
shall be the sole property of Buyer, (ii) if Buyer has not participated in every Approved Project
proposed by Seller, and there are funds allocated to Other Projects, this provision shall be
extended by two years and Seller shall be obligated during that two year term to present a
sufficient number of projects to spend at least three times the amount of the unspent funds. If at
the end of the extended term there remain unspent funds, said funds shall be owned 50% by Seller
and 50% by Buyer and, in order to accomplish this, Buyer will be required to pay Seller an amount
of cash equal to 50% of the unspent amount allocated to Other Projects.”




	 	10.	 	Article 3.08 shall be amended to read as follows:






“Nothing herein shall limit either Buyer or Seller from conveying portions of their interests in
any or all of the Properties to third parties or from encumbering any of the Properties with
mortgages or liens.”




	 	11.	 	Article 3.09 shall be amended to read as follows:






“It is agreed and understood that the $45,000,000 Project Funding shall not be used to pay routine
operating, repair, maintenance and overhead costs associated with the Properties. By way of example
“routine operating, repair, maintenance and overhead costs” shall include, but not be limited to,
pumper’s expense, overhead and administrative costs, utilities, road and site maintenance, and
chemicals. Capital costs  to be funded by the aforementioned $45,000,000 shall include, but not be
limited to, drilling/converting wells to enhance secondary recovery operations, drilling
development and/or exploration wells on existing Leases, acquiring additional producing properties
in North
Dakota, acquiring undeveloped oil and gas leasehold and/or contractual rights to oil and gas
leasehold, shooting/acquiring  seismic data and drilling test wells, non-routine repairs to wells
and changes in equipment in excess of $10,000 that are required to advance the enhancement of oil recovery (i.e.
replacing cavity pumps in source water wells, changing out pumping units to maximize efficiency,
etc.).”




	 	12.	 	Article 3.10 shall be amended to read as follows:






“During the period between the execution of that certain “Binding Letter of Intent” dated October
11, 2006 and the Closing date, all capital costs associated with creating secondary recovery units
encompassing the Properties, including, but not limited to the costs associated with drilling
and/or converting wells to enhance secondary recovery operations relating to the Properties, shall
be reimbursed to Seller from the $45,000,000 in funding provided by Buyer pursuant to this Article
3. Seller shall not undertake any acts or incur any expenses which it would not otherwise take to
develop the Properties in the absence of this agreement. Reimbursement shall be due Seller only if
the transaction contemplated herein closes, and shall be payable at closing and upon submission by
Seller to Buyer of documentation sufficient to identify and justify such costs as related to the
development of the Properties. In the event that the transaction does not close due to failure of
any of the conditions in Article 9.03 of this Agreement, Buyer shall have no obligation to
reimburse Seller for any costs incurred by Seller in developing the Properties. During the period
between the execution of this Agreement and the Closing date, Seller shall consult with Buyer on
any expenditure in excess of $100,000.”




	 	13.	 	Article 3.11  shall be amended to read as follows:






“Seller is currently involved in exploration and development activities on properties which are
identified on Exhibit “D” hereto. Seller and Buyer agree to establish an Area of Mutual Interest
(“AMI”) consisting of the State of North Dakota less and except the properties identified on
Exhibit “D”. For a period of three years from the Effective Time hereof, Seller




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	 	 	 	will offer Buyer the opportunity to include any Prospects identified by Seller within the AMI
in the Development Program. Buyer shall have no obligation to include any given Prospect in the
Development Program. Prospect shall be defined as any project involving the acquisition of seismic
data, leasehold, farmins, mineral interests, producing properties, third party generated deals;
and/or drilling of wells. During the term of a the AMI Buyer agrees to offer Seller 50% of Buyer’s
interest in any Prospects and or properties which Buyer acquires in north Dakota. Without mutual
agreement of the parties such properties will not be included in the Development program.”






	14.	 	The following language shall be inserted Article 6.01 (m):






	 	 	 	“Seller represents, with respect to the Properties, that there are no preferential rights to
purchase, no gas imbalances, no defaults by (third-parties under any applicable contracts, no
pending litigation or to the best of Seller’s knowledge, contemplated litigation and no suspense
accounts that will encumber the interest of Buyer”






	15.	 	With regard to Article 7.01(a), Seller agrees to waive any confidentiality obligations as to
any party (including such party’s consultants and/or representatives) who provides Buyer with  financing for the transaction contemplated by this
Agreement.
	 
	16.	 	Article 8.04 shall be amended to read as follows:






	 	 	 	“As used in this Agreement the term “Title Defect” shall mean any defect which renders title to a
Property less than marketable title or any breach of the representation in Section 6.01(K).”






	17.	 	Article 8.05(d) shall be amended to read as follows;






	 	 	 	“With respect to any Title Defect that Seller elects not to cure, Seller and Buyer shall mutually
agree to transfer the Property subject to such Title Defect to Buyer and the Purchase Price shall
be reduced by the Title Defect Amount. If the aggregate of all adjustments to the Purchase Price
for Title Defects arid Environmental Defects is less than $3.25 million, then no adjustment shall
apply. However, if the aggregate of all adjustments to the Purchase Price for Title Defects exceeds
$3.25 million, then the entire amount of the Title Defects and Environmental Defects shall apply
without the $3.25 million deductible.”






	18.	 	Article 8.06 shall be amended to read as follows:






	 	(a)	 	Prior the July 21,2007, Buyer may conduct a field inspection of the Properties and Buyer may
further secure, at its sole risk, cost and expense, an environmental audit of all or any of the
Properties. At Buyer’s request, Seller will make arrangements with the operator of the Properties
for Buyer, or Buyer’s representatives, to conduct the inspection or audit. If obtained, Buyers
shall immediately furnish a copy of such environmental audit to Seller and the contents of such
environmental audit shall remain confidential unless required to be disclosed by any rule, order or
governmental proceeding.
	 
	 	(b)	 	As used herein, Environmental Defect shall mean any material environmental defect relating to
the Properties in the nature of environmental pollution or contamination, including pollution of
the soil, ground water or the air; underground injection activities and waste disposal on site or
offsite; failure to comply with applicable land use, surface disturbance, licensing or notification
requirements; or violations of environmental or land usé rules, regulations, demands or orders of
appropriate state or federal regulatory agencies.
	 
	 	(c)	 	As Used herein, Environmental Defect Amount means the cost to remediate such Environmental
Defect in accordance with applicable environmental laws. Notwithstanding the foregoing, if the
aggregate of all adjustments to the Purchase Price for Environmental Defects and Title Defects is
less than $3.25 million, then no adjustment shall apply. However, if the aggregate of all
adjustments to the Purchase Price for Environmental Defects and Title Defects 




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	 	 	 	exceeds $3.25
million, then the entire amount of the Environmental Defects and Title Defects shall apply without
the $3.25 million deductible.






	 	(d)	 	If Buyer discovers any Environmental Defect, Buyer shall give Seller notice of such
Environmental Defect as soon as reasonably practicable after said defect is discovered but in no
event later than August 10, 2007. Such notice shall be in writing and shall include (i) a
description of the Environmental Delect and (ii) the Environmental Defect Amount therefore.
Buyer shall be deemed to have waived all Environmental Defects of which Buyer has not given timely
notice to Seller thereof.
	 
	 	(e)	 	Seller shall notify Buyer in writing not later August 20, 2007 whether Seller elects to cure
the alleged Environmental Defect. If Seller has elected to cure the Environmental Defect, Buyer
shall have one hundred eighty (180) days after August 20, 2007 to cure the alleged defect to the
satisfaction of the North Dakota Industrial Commission.
	 
	 	(f)	 	Notwithstanding any terms contained in this Agreement to the contrary, in the event the
aggregate amount of the Environmental Defects and the Title Defects set forth in Section 8.05
hereinabove which Seller does not timely agree to cure exceeds twenty percent (20%) of the Purchase
Price, either Seller or Buyer may elect to terminate this Agreement, the Properties will be
reassigned from Buyer to Seller and all stock cash and amounts expended by Buyer pursuant to this
Agreement shall be refunded to Buyer.






	19.	 	The Closing Date set forth in Article 10.01 shall be changed to “on or before February
21,2007”.




     EXECUTED as of the date first above mentioned.




	 	 	 	 	 	 

	 	Eagle Operating Inc.	 	 
	 	 
	 	 	 	 
	 	By:

	 	/s/ Robert Mau
 

Robert Mau, President
	 	 
	 	 
	 	 	 	 
	 	Petro Resources Corporation	 	 
	 	 
	 	 	 	 
	 	By:

	 	/s/ Wayne P. Hall
 

Wayne P. Hall, Chairman and Chief Executive Officer
	 	 







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