EXHIBIT 10.1

                             EXECUTION COPY 11.19.14

                      RESIGNATION AND SETTLEMENT AGREEMENT

     This  RESIGNATION AND SETTLEMENT  AGREEMENT  (this  "Agreement") is entered
into as of November 27, 2014, by and among Three Forks,  Inc.  (the  "Company"),
Edward  Nichols  ("Nichols"),   Donald  Walford  ("Walford"),   Charles  Pollard
("Pollard"), Paul Dragul ("Dragul"), William Young ("Young"), (Nichols, Walford,
Pollard,  Dragul and Young  shall be  referred  to  collectively  as an "Exiting
Person"), Tim Dender ("Dender"), Alex Withall ("Whithall"),  Texas Tea Associate
Group,  LLC,  a  Georgia  limited   liability   company   ("TTAG"),   Enterprise
Opportunities  Corporation,  a Georgia  corporation  ("EOC"),  CPC International
Corporation,  a Georgia  corporation  ("CPC"),  and Tom Ness  ("Ness")  (Dender,
Whithall,  TTAG,  EOC,  CPC and Ness  shall be  referred  to as the  "Designated
Investors").

                                WITNESSETH THAT:

     WHEREAS,  the company is a Colorado  corporation  and has certain shares of
its common  stock,  0.001 par value,  registered  with the U.S.  Securities  and
Exchange  Commission  (the "SEC")  pursuant to the  Securities  Act of 1933,  as
amended (the "1933 Act").

     WHEREAS,  Nichols,  Pollard,  Young and Dragul are  current  members of the
Board of Directors of the Company;

     WHEREAS,  Nichols is the  current  Chairman of the Board,  Chief  Executive
Officer and Secretary of the Company;

     WHEREAS, Pollard is the former President and Chief Operating Officer of the
Company;

     WHEREAS,  Walford is a former Director and Chief  Executive  Officer of the
Company;

     WHEREAS,  the  Designated  Investors  owned  shares of common  stock and/or
options to purchase common stock of the Company;

     WHEREAS,   certain  disagreements  have  arisen  concerning,   inter  alia,
management  and  direction  of  the  Company;  employees,  compensation,  use of
proceeds and other matters concerning the operation of the Company;

     WHEREAS, in light of the costs,  delays and uncertainties  attendant to any
continued  dispute or  litigation  regarding  matters  related to the  Company's
business,  the parties  desire to compromise  their  differences  and settle and
resolve all matters in controversy between them.

     WHEREAS,  the Company and the other  parties  hereto  desire to resolve the
disputes in accordance with the terms of this Agreement; and

     NOW  THEREFORE,  for good and valuable  consideration,  receipt of which is
acknowledged by all parties, the parties hereto agree as follows:


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                                 I. DEFINITIONS

     1. The  following  terms used in this  Agreement  shall have the  following
definitions:

     a.   "Current Company Directors" means Nichols, Pollard, Young and Dragul.

     b.   "Incoming  Directors"  means  Dender,  Withall  and  Charles  W. Jones
          ("Jones").

     c.   "Loan"  shall  mean that  certain  Loan and  Credit  Agreement  to the
          Company from Guaranty Bank dated May 9, 2014 in the original principal
          amount of  $1,200,000.00  plus accrued interest and any other fees due
          and payable pursuant thereto.

     d.   "Loan Payoff" shall mean the date that the Loan is paid in full.

     e.   "Nichols  Consulting  Agreement"  shall mean the Consulting  Agreement
          between  Nichols and the Company dated September 1, 2012 and shall not
          include the Amendment thereto,  dated March 1, 2014, which is null and
          void.

     f.   "Options"  shall mean  options,  warrants,  or other  interests  of or
          agreements  of any kind to  purchase  Stock to be issued or awarded by
          the Company, whether pursuant to the Stock Option Plan or otherwise.

     g.   "Stock" shall mean the common stock of the Company,  par value,  $0.01
          per share.

     h.   "Stock Option Plan" shall mean the 2013 Three Forks, Inc. Stock Option
          and Award Plan, as amended from time to time.

     i.   "1934 Act" shall mean the Securities Exchange Act of 1934, as amended.

     j.   Management Representations and Warranties.  Each Exiting Person hereby
          represents  and warrants,  severally  and not jointly,  to each of the
          Designated  Investors  and the  Company  that each to the best of such
          Exiting  Person's  knowledge  (and,  to the  extent  that  any item is
          disclosed  in this  Settlement  Agreement  or in any  schedule to this
          Agreement,  such  disclosure  shall  be  deemed  to be  made  in  this
          Agreement and on all schedules hereto) that:

          i.   There  are no  other  material  debts  or  liabilities  or  other
               undisclosed  transactions  between  any  Exiting  Person  and the
               Company or any  subsidiaries  or affiliates  that have  occurred,
               except  as set  forth on  Schedule  2(a)(i)  or (iii)  including,
               without limitation,  amendments,  modifications or supplements to
               such  Exiting  Person's  employment   agreement,   consulting  or
               personal services agreement, other than as executed in connection
               with this Agreement.

          ii.  There are no other equity, Options,  warrants or written or other
               binding agreements or obligations regarding equity of any kind of
               the Company and its  subsidiaries  or  affiliates,  with  Company
               management  or any third  party,  except as set forth on Schedule
               2(a)(ii) or Schedule 2(a)(iii).

          iii. Schedule  2.(a)(iii) sets forth the capitalization of the Company
               as of the date hereof,  both actually  issued and outstanding and
               on  a  fully   diluted   basis   (except  to  the   extent   such
               capitalization is effected by the terms and


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               conditions  of this  Agreement).  Except as set forth on Schedule
               2(a)(iii),  there are no Options,  warrants, rights or agreements
               by the Company to purchase Stock or Options of the Company.

          iv.  Such Exiting  Person is not in violation of any material  term of
               any  agreement by or with the Company;  provided that all matters
               and  disputes  which are  settled  pursuant  to the terms of this
               Agreement  shall  be  excepted  out of  such  representation  and
               warranty,  for which no party  admits  whether or not any term of
               any agreement was violated.

          v.   there is no agreement  by and among the Exiting  Persons to sell,
               transfer or assign and Stock or Options.

          vi.  All   filings   made  by  the   Company   and  any   filings  and
               certifications  made  by the  Exiting  Persons  with  the SEC are
               accurate, true and complete in all material respects.

          vii. other than as  disclosed in the  Company's  filings with the SEC,
               there is no material  agreement or liability  with respect to the
               Company.

     k.   Representation of Exiting Persons.  Each of the Exiting Persons hereby
          represents  and warrants to the Company and the  Designated  Investors
          that he owns 100% of the issued and  outstanding  Stock and Options of
          the Company, free and clear of all perfected liens and encumbrances.

               II. Representations and Warranties of All Parties

     Each of the parties hereto severally and not jointly, hereby represents and
warrants to each of the other parties party hereto as follows:

     a.   Except for the representations  and warranties  expressly set forth in
          this Settlement  Agreement,  the parties make no other representations
          or warranties, express or implied.

     b.   That it has the requisite power and authority to execute,  deliver and
          perform its obligations under this Settlement Agreement.

     c.   The execution and delivery of this  Agreement and the  performance  of
          its  obligations   hereunder  will  not  violate  its  certificate  of
          incorporation or bylaws, partnership agreement or other organizational
          documents,  result in any breach of any of the terms or conditions of,
          or constitute a default under,  applicable  law, or, to our knowledge,
          any  written  indenture,  contract,  instrument,  agreement,  lease or
          license  to which it is a party  or by which it or its  properties  is
          bound,  or, to its  knowledge,  constitute an event which would permit
          any party to modify,  alter,  amend,  cancel,  or otherwise  affect or
          terminate  any such  indenture,  contract,  instrument,  agreement  or
          license or require any waivers,  consents or approvals  which have not
          been obtained.

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     d.   Each party further warrants and represents that:

          i.   he/it has been  represented by counsel or has had the opportunity
               to consult with counsel in  connection  of their choice with this
               Agreement and all matters provided for herein;

          ii.  he/it has been fully  advised by said  attorney  with  respect to
               his/its  rights and  obligations  under this  Agreement,  and all
               matters provided for therein; and

          iii. he/she/it   has   entered   into   this   Agreement    knowingly,
               intelligently, freely and voluntarily.


     III. Covenants of Exiting Persons, Designated Investors and the Company

     a.   Each of the following parties agrees,  severally and not jointly, that
          from and after the date hereof:

          i.   Cooperation.  Such Exiting Person,  Designated  Investors and the
               Company  will  promptly and fully  cooperate  with the Company in
               connection  with any filing which is required to be made pursuant
               to SEC law, rules and regulations and other applicable law and to
               make any required filings with the SEC.

          ii.  Non-Disparagement.  Each of the Exiting Persons,  the Company and
               the Designated Investors each shall avoid making any disparaging,
               derogatory,  accusatory  or  defamatory  or untrue  statements or
               allegations against the other.

          iii. Future  Management  Role. Each Exiting Person covenant and agrees
               not to serve or stand for election or reelection in the future as
               an  officer,  director,   executive  officer,  committee  member,
               employee or consultant of the Company or any of its affiliates or
               act as a nominee or agent thereof.

          iv.  Rule 14(:t)  Filing.  Within three  business  days of the date of
               this  Agreement,  the Current  Company  Directors shall cause the
               Company to file the SEC the information  with respect to a change
               in a majority of  Directors  as  required by Rule  14(+/-) of the
               1934 Act substantially in the form as attached as Exhibit "A" and
               as mutually by the parties hereto.

          v.   New  Loan.  In  connection  with  the  payoff  of the  $1,175,000
               principal  balance  due under the Loan  (the  "Loan  Payoff ') by
               Resource  Recovery,  LLC,  the Company  and the  Current  Company
               Directors  agree to use  their  reasonable  efforts  to cause the
               Company to enter  into a new loan  agreement,  assignment  and/or
               modification or acknowledgment, as the case may be, with Resource
               Recovery LLC, in the principal amount of $1,200,000.  In addition
               as a


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               condition  to such  payment by  Resource  Recovery  thereof,  the
               Company shall  simultaneously  pay all  interest,  fees and other
               costs due under the Loan to Guaranty Bank.

          vi.  vii. Incoming Directors. The Incoming Directors will be appointed
               by the  Current  Company  Directors  for  two-year  terms to hold
               office  until the next annual  general  meeting of the  Company's
               stockholders  or until removed from office in accordance with the
               Company's  Bylaws  ("Bylaws")  and the provisions of the Colorado
               Revised Statutes. Each of the Incoming Directors will hold office
               after  the  expiration  of  his  or  her  term  until  his or her
               successor is elected and qualified, or until he or she resigns or
               is removed in  accordance  with the Bylaws and the  provisions of
               the Colorado Revised  Statues.  Each of the Exiting Persons shall
               each  resign  their  remaining  positions  with the  Company  and
               affiliates as described herein on the Loan Pay Off Date.

     b.   Covenants of Exiting Persons and Walford.

          i    each  Exiting  Person  shall  execute a separate  Confidentiality
               Agreement  concmTent herewith in the form attached as Exhibit "B"
               as  to  the  Company's  business,  targets,  leases,  lands,  and
               investors,  which shall be effective  for twenty four (24) months
               from the date hereof. Walford acknowledges and agrees that he has
               previously  signed  a  Confidentiality  Agreement,  dated  as  of
               February 28, 2014, which remains in full force and effect.


                                  IV. NICHOLS

     2.   Nichols shall simultaneous herewith:

          a.   surrender  to the Company 1.5 million  shares of Stock  issued to
               him for cancellation by the Company;

          b.   surrender to the Company all Options  issued to him for immediate
               cancellation by the Company;

          c.   resign  as a  Chairman,  CEO,  Secretary  and  Director  and  all
               committees of the Company and from all other executive  positions
               with the  Company,  its  subsidiaries  and  affiliates  effective
               immediately at (i) such time as the Loan is paid in full and (ii)
               the ten-day  notice  period under ss.  240.14f-1 of the 1934 Act;
               and

          d.   Upon  full  execution  hereof,   immediately  execute  the  Board
               resolution  attached hereto to appoint the Incoming  Directors as
               directors to replace the Current Company  Directors,  which shall
               be  automatically  become  effective upon the resignation of such
               directors as provided  herein and the  expiration  of the ten-day
               notice period under ss. 240.14f-l of the 1934 Act.

     3. The Nichols  Consulting  Agreement is hereby amended to terminate at the
time and date of the  effectiveness of Nichols  resignation as a director of the
Company pursuant to this Agreement and as a result, Nichols shall be entitled to
a final payment equal to the amount of $8,500  pro-rated over the number of days
in the month through the effective date of the


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resignation.  No other  compensation  or payment is due and payable  directly or
indirectly by the Company or its'  subsidiaries and affiliates to Nichols in any
capacity  whatsoever  and any obligation of the Company to repurchase any Shares
owned by Nichols is terminated.

     4. As a result of this  Agreement,  Nichols will now own 500,000  shares of
Stock and no Options.

                                   V. Walford

     5. Walford shall simultaneous herewith:

          a.   surrender  to  the  Company  1.5  million  shares  of  Stock  for
               immediate cancellation by the Company; and

          b.   surrender to the Company all Options  issued to him for immediate
               cancellation by the Company.

     6. As a result of this  Agreement,  Walford will now own 500,000  shares of
Stock and no Options.

     7. No  other  compensation  or  payment  is due  and  payable  directly  or
indirectly by the Company or its'  subsidiaries and affiliates to Walford in any
capacity  whatsoever  and any obligation of the Company to repurchase any Shares
owned by Walford is terminated.

                                    VI. EOC

     8. EOC shall  immediately  surrender  to the  Company  all but  500,000  of
Options  issued  to it that are  exercisable  at $0.10  per  Option  share,  for
immediate cancellation by the Company.

     9. As a result of this  Agreement,  EOC will now own no shares of Stock and
500,000 Options.

     10. No other  compensation is due and payable directly or indirectly by the
Company or its' subsidiaries or affiliates to EOC in any capacity whatsoever.

                                    VII. CPC

     11. CPC shall  immediately  surrender  to the Company  the 500,000  Options
issued to it for immediate cancellation by the Company.

     12. As a result of this Agreement, CPCs will now own no shares of Stock and
no Options.

     13. No other  compensation is due and payable directly or indirectly by the
Company or its subsidiaries and affiliates to CPC in any capacity whatsoever.

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                                   VIII. TTAG

     14. TTAG immediately surrender to the Company the 500,000 Options issued to
it for immediate cancellation by the Company.

     15. As a result of this Agreement, TTAG will now own no shares of Stock and
no Options.

     16. No other compensation is due and payable directly or indirectly to TTAG
by the Company or its subsidiaries and affiliates in any capacity whatsoever.

                                  IX. Pollard

     17. Pollard shall simultaneous herewith :

          a.   surrender to the Company  1,750,000 of the Options  issued to him
               for  immediate  cancellation  by the  Company,  such that Pollard
               shall  retain  500,000  Options  exercisable  at $0.10 per Option
               share;

          b.   resign as a  director  and any  committees  of the  Company,  its
               subsidiaries and affiliates,  effective  immediately at such time
               as (i) the  Loan is paid in full  and  (ii)  the  ten-day  notice
               period underss.240. l 4f-1 of the 1934 Act has expired; and

          c.   Upon full execution hereof, execute the Board resolution attached
               hereto to appoint the Incoming  Directors as directors to replace
               the Current Company Directors,  which shall be effective upon the
               resignation  of  such  directors  as  provided   herein  and  the
               expiration of the ten-day notice period under ss.240.14f-l of the
               1934 Act.

     18. As a result of this Agreement,  Pollard will now own no shares of Stock
and 500,000 Options.

     19. No other  compensation is due and payable directly or indirectly by the
Company or its subsidiaries and affiliates to Pollard in any capacity whatsoever
and any  obligation of the Company to repurchase  any Shares owned by Pollard is
terminated.  However,  if the Stock  Option  Plan is  cancelled,  terminated  or
otherwise  eliminated  by the  Company,  any  portion of the Option to  purchase
500,000  shares  retained by Pollard  hereunder  that remains then  unexpired or
unexercised  will at  Pollard's  election be converted to shares of Stock of the
Company at the stock price of such Option.


                                    X. Young

     20. Young shall simultaneously herewith:

          a.   resign as a  Director  and any  committees  of the  Company,  its
               subsidiaries and affiliates,  effective  immediately at such time
               as the Loan is paid in full and (ii) the  ten-day  notice  period
               underss.240.14f-1 of the 1934 Act has expired;


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          b.   surrender  to the  Company  400,000  shares of Stock and  100,000
               Options issued to him for immediate  cancellation by the Company;
               and

          c.   upon full execution hereof, execute the Board resolution attached
               hereto to appoint the Incoming  Directors as directors to replace
               the Current Company Directors,  which shall be effective upon the
               resignation  of  such  directors  as  provided   herein  and  the
               expiration of the SEC Form 14(f) ten-day  notice period under ss.
               240.14f-1 of the 1934 Act.

     21. As a result of this  Agreement,  Young  will now own no shares of Stock
and no Options.

     22. No other  compensation is due and payable directly or indirectly by the
Company or its' subsidiaries and affiliates to Young in any capacity whatsoever.

                                   XI. Dragul

     23. Dragul shall simultaneously herewith:

          a.   resign as a  director  and any  committees  of the  Company,  its
               subsidiaries and affiliates,  effective  immediately at such time
               as the Loan is paid in full and (ii) the  ten-day  notice  period
               underss.240.14f-1 of the 1934 Act ; and

          b.   Upon full execution hereof, execute the Board resolution attached
               hereto to appoint the Incoming  Directors as directors to replace
               the Current Company Directors,  which shall be effective upon the
               resignation  of  such  directors  as  provided   herein  and  the
               expiration of the ten-day  notice  period under ss.  240.14f-1 of
               the 1934 Act.

     24. As a result of this  Agreement,  Dragul will now own 137,000  shares of
Stock and no Options.

     25. No other  compensation is due and payable directly or indirectly by the
Company  or  its'   subsidiaries  and  affiliates  to  Dragul  in  any  capacity
whatsoever.

           XII. The Company's Representations, Warranties & Covenants

     26. In  connection  with the terms and  conditions of this  Agreement,  the
Company represents, warrants and covenants to:

          a.   pay  Nichols all  monthly  cash fees due  pursuant to the Nichols
               Consulting Agreement (at the rate of $8,500.00 per month) through
               his  effective  date  of  resignation  on a  pro-rated  basis  as
               described herein within three business days of the effective date
               of his resignation;

          b.   not reissue any of the Stock or Options being surrendered  herein
               and cancelled by the Company pursuant to this Agreement, provided
               that  the  Company  may  issue  new  stock  or  options  or other
               compensation  for new capital  investment  or bona fide  services
               performed for the Company;

<PAGE>

          c.   send notice  through its transfer  agent to the  shareholders  as
               required  under  SS.  240.14f-l  of  the  1934  Act  as  soon  as
               practicable after payment of the Loan as contemplated  hereunder;
               use its  reasonable  efforts to keep its SEC filings and Form S-1
               (or other  applicable  form as may be  available)  current for at
               least one year following the date of this  Agreement,  and shall,
               without limitation, use its reasonable efforts to timely make all
               SEC filings,  including but not limited to Form 8-K,  required of
               it by the actions contemplated by this Agreement;

          d.   use its  reasonable  efforts to maintain D&O  liability  coverage
               with a carrier of equal or better rating than National Union Fire
               Insurance  of  Pittsburgh  and in amounts no less than and with a
               retention of no greater than the policy in effect for the Company
               as of the date of this Agreement, for at least two years from the
               date  of  this  Agreement.  Notwithstanding  the  foregoing,  the
               Company shall have no  obligation  to maintain such  insurance if
               the Company  determines in good faith that such  insurance is not
               reasonably  available,  the premium costs are disproportionate to
               the amount of coverage  provided,  the coverage is reduced by the
               exclusions so as to provide an insufficient benefit.

          e.   have  as  of  the  date  hereof  after   giving   effect  to  the
               transactions  contemplated  herein,  a total  of (i)  100,000,000
               authorized  Shares,  of which [7,628,  160] Shares will be issued
               and outstanding (ii) 5,000,000  authorized  Options, of which [ ]
               Options  under the Stock  Option Plan are issued and  outstanding
               and an additional [] Options which are Non-Qualified  Options are
               issued and outstanding,  and (iii) 25,000,000 shares of Preferred
               Stock   authorized,   500,000  shares  are  designated   Class  A
               Preferrred  Convertible  Shares,  no  par  value,  none  of  such
               Preferred Stock will be issued and outstanding.


                   XIII. Mutual Release and Indemnification.

     27. The  Designated  Investors and the Company,  for  themselves  and their
respective successors, officers, employees, representatives,  agents, directors,
heirs  and  assigns,  hereby  severally  and not  jointly  release  and  forever
discharge the Exiting  Persons,  and each of them, and their  respective  heirs,
executors,  administrators,  successors,  and assigns,  from any and all claims,
damages, actions, causes of action, judgments,  liabilities,  demands, costs and
controversies  of any  kind,  in law,  equity  or  otherwise,  whether  known or
unknown, including, but not limited to, any facts related to the Company and any
other  claims which any of the  Designated  Investors or the Company may have or
had against the Exiting  Persons,  or any one or more of them, prior to the date
of this Agreement,  which released claims shall include any and all claims based
on federal, state or local law, statute, public policy or otherwise.

     28. The Exiting Persons and the Designated Investors, and each of them, and
their respective  heirs,  executors,  administrators,  successors,  and assigns,
shall be  indemnified by the Company  against all liability,  costs and expenses
actually  and  reasonably  incurred  by any one of them in  connection  with the
defense  of any  action,  suit or  proceeding  in  which  any one of them may be
involved  or to which any one of them may be made a party by reason of his being
or having  been a director  or officer of the  Company,  to the  fullest  extent
permitted by applicable


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Colorado law.  Costs and expenses  herein shall not include any  settlement  not
approved or  authorized  by the Company  Further,  the Company  shall pay for or
reimburse  the  reasonable  expenses  any of them may incur in  advance of final
disposition of the proceeding to the fullest  extent  provided under  applicable
Colorado law. The foregoing right of  indemnification  shall not be exclusive of
other  rights  to  which  he or she may be  entitled  as a  matter  of law or by
agreement.  However,  notwithstanding  anything  contained to the  contrary,  if
alleged acts of the Exiting  Persons are  litigated  and found to be outside the
scope of their  respective  positions or duties,  or are  fraudulent,  or in bad
faith or breach of  contract,  in violation of  Sarbanes-Oxley  Act of 2002,  as
amended or any similar  successor  statute,  the 1933 Act, the 1934 Act or other
applicable law, rule or regulation,  the indemnity  provisions described in this
Agreement  shall not apply and all and all such  expenses so  advanced  shall be
repaid to the Company.

     29. Each of the Current  Company  Directors and the Company for  themselves
and their respective successors, officers, employees,  representatives,  agents,
directors,  heirs and assigns,  hereby release and forever discharge each member
of the  Designated  Investors  and  their  respective  employees,  shareholders,
members, agents, heirs, executors, administrators, successors, and assigns, from
any and all claims, damages, actions, causes of action, judgments,  liabilities,
demands,  costs and  controversies  of any kind,  in law,  equity or  otherwise,
whether  known or unknown,  including,  but not limited to, any facts related to
the Company,  and any other claims  which any of the Current  Company  Directors
and/or  the  Company  may  have or had  against  any  member  of the  Designated
Investors and their respective employees, shareholders,  members, agents, heirs,
executors,  administrators,  successors,  and assigns  prior to the date of this
Agreement,  which  released  claims  shall  include any and all claims  based on
federal, state or local law, statute, public policy or otherwise.


                            XIV. General Provisions

     30.  AMENDMENTS.  This  Agreement may not be amended  unless in writing and
with the consent of the parties executing this Agreement below.  Notwithstanding
the foregoing,  the observance of any term may be waived (either generally or in
a particular  instance and either  retroactively or prospectively) by a party in
writing with respect to the performance or obligation of another party.

     31.  SPECIFIC  ENFORCEMENT.  Each  party  expressly  agrees  that the other
parties  will be  irreparably  damaged  if this  Agreement  is not  specifically
enforced.  Upon a breach or  threatened  breach of the terms,  covenants  and/or
conditions of this Agreement by any party,  the other parties shall, in addition
to all  other  remedies,  each be  entitled  to seek a  temporary  or  permanent
injunction,  without  showing any actual  damage,  and/or a decree for  specific
performance, in accordance with the provisions of this Agreement.

     32. GOVERNING LAW; JURISDICTION; VENUE. This Agreement shall be governed by
and  construed  under  the  laws of the  State of  Colorado  without  regard  to
principles of conflict of laws.  Sole and exclusive venue for any suit or action
of any nature  concerning this Agreement shall be in the state of Federal courts
in the State of Colorado.


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     33. SUCCESSORS AND ASSIGNS.  This Agreement is not assignable by any of the
parties hereto, and any attempt to do so shall be void.

     34.  SEVERABILITY.  If one or more provisions of this Agreement are held to
be  unenforceable  under  applicable  law, such provision shall be excluded from
this  Agreement,  and the balance of this  Agreement  shall be interpreted as if
such provision were so excluded and shall be enforceable in accordance  with its
terms.

     35. NO THIRD PARTY BENEFICIARIES.  No person or entity not a named party to
this Agreement shall have any rights under this Agreement, including rights as a
third party beneficiary.

     36. ENTIRE  AGREEMENT/COUNTERPARTS.  This Agreement  constitutes the entire
agreement  between  the  parties  about its  subject  and  supersedes  all prior
agreements by and among the parties  hereto.  This  Agreement may be executed in
one or more counterparts, which together shall constitute one instrument.

     37. COOPERATION.  All of the parties,  their respective boards of directors
and their  representatives  on the board of  directors  of the  Company  (to the
extent  applicable)  shall  cooperate to provide the necessary  and  appropriate
consents,  approvals and  authorizations  that are  necessary to consummate  the
transactions described herein.

     38. DISCLAIMER. Nothing contained in this Agreement, and the compromise and
settlement  contemplated thereby, may be construed as an admission or concession
(a) of any liability or  wrongdoings;  (b) regarding any of the findings of fact
of the jury;  or (c) regarding any of the  conclusions  of law of any court,  in
each case,  with respect to any and all claims that have been or could have been
asserted  in any legal  proceeding.  Except as to any  proceedings,  actions  or
claims between the parties hereto  themselves,  nothing contained herein, or the
settlement  contemplated  hereby,  shall  have any res  judicata  or  collateral
estoppel effect with respect to any proceedings,  actions or claims to which the
parties hereto or any other persons or entities are or may be parties.  Further,
nothing contained herein, or the settlement  contemplated  thereby shall affect,
impair or limit the right of any party to bring an action  arising from a breach
of the  obligations  hereunder or to enforce any judgment that may be entered in
said action, including,  without limitation,  obtaining liens or encumbrances in
respect of such judgment

<PAGE>
Three Forks, Inc.                           CPC International Corporation (CPC)

By: _________________________               By: _____________________________
Its: ________________________               Its: ____________________________



Edward Nichols                              Enterprise Opportunities Corporation

___________________________                 By: ____________________________
                                            Its: ___________________________


Charles Pollard                             Texas Tea Associate Group, LLC

____________________________                By: ____________________________
                                            Its: ___________________________


Donald Walford                              William Young


____________________________                ________________________________


Tim Dender                                  Paul Dragul


____________________________                ________________________________


Tom Ness                                    Alex Withall

_____________________________               _________________________________

<PAGE>

Schedule 2 (a) (i)


None
<PAGE>
Schedule 2 (a) (ii)


None
<PAGE>
<TABLE>
<CAPTION>
Schedule 2(a)(iii)
Capitalization Table

                                                                                                           Market
                                                                                                           Value of      Vested
                                                               Orignal Date                     Exercise  Stock-Based    Options
                                                                  Options     Expiration         Price   on Valuation  [Warrants]
                                                                 [Warrant]    of Options       of Option    Report    Outstanding at
                         Description                              Granted     [Warrant]        [Warrant]   12/31/13      11/27/14
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>          <C>              <C>        <C>         <C>

     Non Qualified Stock Options (NQSO) Not Part of a Plan               OPTIONS

Enterprises Opportunities Corporation
 (Purchased options for $50,000)
 [New Option issued 12/7/14]                                      11/1/2013     3/5/2018         0.1000     0.1360       500,000
Lester Ranew
 (Purchased options for $200,000)                                11/22/2013   11/22/2016         1.0000     0.1360       200,000
Remington 401K Plan
(Purchased options for $150,000)                                  3/11/2014    3/11/2017         1.0000     0.1360       150,000
Ledford (Purchased options for $100,000)                          3/21/2014    3/21/2017         1.0000     0.1360       100,000
Hawkeye Oil and Gas (Purchased options for $105,000)               4/1/2014     4/1/2017         1.0000     0.1360       105,000
James Stewart (Purchased options for $100,000)                     4/3/2014     4/3/2017         1.0000     0.1360       100,000
Bruce Akins (Purchased options for $100,000)                       4/4/2014     4/4/2017         1.0000     0.1360       100,000
Lorie Mangham (Purchased options for $100,000)                    4/14/2014    4/14/2017         1.0000     0.1360       100,000
Dean Davis (Purchased options for $100,000)                       4/14/2014    4/14/2017         1.0000     0.1360       100,000

     Non Qualified Stock Warrants (NQSO) Not Part of a Plan              WARRANTS

Purchase of 100,000 warrant - C R Berry                           3/31/2014    3/31/2016         1.0000     0.1360       100,000
Purchase of 190,000 warrant - Tincup Oil and Gas LLC              3/31/2014    3/31/2016         1.0000     0.1360       190,000
Purchase of 600,000 warrant - Estate of William King
                              [New Warrant issued 12/7/14]        3/31/2014    3/31/2019         1.0000     0.1360       600,000
Purchase of 400,000 warrant - Timothy Dender
                              [New Warrant issued 12/7/14]        3/31/2014    3/31/2019         1.0000     0.1360       400,000
Purchase of 100,000 warrant - Charles W Jones                     3/31/2014    3/31/2016         1.0000     0.1360       100,000
Purchase of 300,000 warrant - Lester Ranew
                              [New Warrant issued 12/7/14]        3/31/2014    3/31/2019         1.0000     0.1360       300,000
                                                                                                                   --------------
                                                                                                                       3,145,000
                                                                                                                   ==============

------------------------------------------------------------------------------------------------------------------------------------
                    2013 Stock Option Plan                               OPTIONS

Charles Pollard                                                    3/5/2013     3/5/2018         0.1000     0.0880       500,000
Bill Baber                                                        3/15/2013    3/15/2016         1.0000     0.0880        25,000
Tom Ness                                                           4/1/2013     4/1/2017         0.1000     0.0880       100,000
Christiana Orlandini                                              5/23/2013    5/23/2018         0.1000     0.0880        77,260
Nancy Moore                                                        8/1/2013     5/1/2018         0.1000     0.0880         8,288
Dawn Meek                                                         9/30/2013    9/30/2016         0.1000     0.0880        12,466
Larry Sessions                                                    9/30/2013    9/30/2016         0.1000     0.0880        37,397
Todd Hattenbach                                                   10/7/2013    10/7/2016         0.1000     0.1360        20,000
Chris DeMary                                                      11/1/2013    11/1/2016         0.1000     0.1360         3,447
Christiana Orlandini                                             12/15/2013   12/15/2016         1.0000     0.1360        25,000
Larry  Sessions                                                  12/15/2013   12/15/2016         1.0000     0.1360        25,000
Lester Ranew                                                     12/15/2013   12/15/2016         1.0000     0.1360        25,000
Tom Ness                                                         12/15/2013   12/15/2016         1.0000     0.1360        10,000
John Pfeiffer                                                    12/15/2013   12/15/2016         1.0000     0.1360        10,000
Nancy Moore                                                      12/15/2013   12/15/2016         1.0000     0.1360        10,000
Dawn Meek                                                        12/15/2013   12/15/2016         1.0000     0.1360        10,000
Chris DeMary                                                     12/15/2013   12/15/2016         1.0000     0.1360        10,000
Dana Bagwell                                                     12/15/2013   12/15/2016         1.0000     0.1360         5,000
Terry Manning                                                      7/1/2014     7/1/2019         0.1000     0.1360       240,000
                                                                                                                   --------------
                                                                                                                         653,858

                                                                        WARRANTS

Jay Pfeiffer (Purchase Warrant for $27.50)                         5/1/2013     5/1/2018           3.00     0.1360       275,000
                                                                                                                   --------------
                                                                                                                         928,858
                                                                                                                   ==============

------------------------------------------------------------------------------------------------------------------------------------
                   Shares of Common Stock Outstanding at 11/27/2014 After Settlement Agreement

Shares of common stock  outstanding at 11/27/2014  before  Settlement  Agreement                                      11,697,677

Changes per Settlement Agreement:

Surrender of Shares owned by W. Edward Nichols                                                                        (1,500,000)
Surrender of Shares owned by Donald Walford                                                                           (1,500,000)
Surrender of Shares owned by Bill Young                                                                                 (400,000)
                                                                                                                   --------------
                                                                                                                       8,297,677
                                                                                                                   ==============
                Shares of Common Stock, Options and Warrants outstanding on a fully diluted basis
                               at 11/27/14 After Settlement Agreement                                                 12,371,535
                                                                                                                   ==============
</TABLE>