Exhibit 10.1


                            ASSET PURCHASE AGREEMENT

         THIS ASSET  PURCHASE  AGREEMENT,  dated as of  September  24, 2007 (the
"Agreement"),  is by and among PBT  Capital  Partners,  LLC, a Delaware  limited
liability  company  (the  "Buyer"),  and  Standard  Drilling,   Inc.,  a  Nevada
corporation (the "Seller", or "the Company")

                              W I T N E S S E T H:
                              - - - - - - - - - -

         WHEREAS,  Buyer  desires to purchase  from the  Seller,  and the Seller
desires  to sell to Buyer,  certain  assets of the  Seller in  exchange  for the
assumption by Buyer of certain liabilities and obligations of the Seller;

         WHEREAS,  the  transaction  described in this Agreement would be in the
best interest of the Company because among other things it would  facilitate the
Company obtaining capital from investors; and

         WHEREAS,  the Buyer is owned and/or controlled by Prentis B. Tomlinson,
Jr., a member of the Board of Directors of the Company ("Tomlinson");

         NOW,   THEREFORE,   in   consideration   of  the   premises   and   the
representations,  warranties,  covenants and agreements  contained  herein,  the
parties hereto, intending to be legally bound, agree as follows:


                                    ARTICLE I
                                  THE PURCHASE

         Section 1.1.  Purchase.  On and subject to the terms and  conditions of
this Agreement,  at the Closing,  Buyer will acquire and assume from the Seller,
and the Seller will sell and transfer to Buyer, such  liabilities,  obligations,
assets,  rights,  properties,  and interests of the Seller as may be required to
cause the Seller as of the Effective Time (as hereinafter defined) to have (i) a
cash balance of $839,068.40,  (ii) a deferred note payable by Buyer to the order
of Seller and  guaranteed  by Tomlinson in the amount of $600,000  payable on or
before December 31, 2007, (iii) no existing or contingent liabilities other than
the Exempted Liabilities (as hereinafter  defined),  and (iv) no other assets or
properties.  In order to accomplish  the  foregoing,  at the Closing the parties
will take the actions contemplated in this Article I.

         Section 1.2. Liability Assumption.  At Closing,  Buyer shall assume the
liabilities and obligations as described below and more fully on Schedules 1 and
2,  whether  such  amounts  accrue prior or  subsequent  to the  Effective  Time
(collectively, the "Assumed Liabilities"). as follows:

              (a)  Obligations  of Seller under its current office lease at 1155
Dairy Ashford, Houston, TX 77079. as described on Schedule 1;



<PAGE>

              (b) Obligations of Seller to repay principal and accrued  interest
under the Interim Credit Agreement between Tomlinson. and Seller as described on
Schedule 1;

              (c) The failure to drill penalties  associated with certain leases
in the Norton Prospect in Johnson County,  TX, (the "Norton  Prospect  Leases" )
described on Schedule 2;

              (d) Any and all further liabilities,  known or unknown,  under the
Norton Prospect Leases;

              (e) The  employment  agreements  between Seller and certain of its
current and former officers and employees described on Schedule 1;

              (f) The obligations  under the termination  letters between Seller
and certain of its former officers and employees described on Schedule 1;

              (g) Proposed severance payments to certain  non-contracted current
employees of Seller described on Schedule 1;

              (h)  Obligations  of Seller on the invoice  from IHS Energy  dated
July 31, 2007  referencing  the  contract  between  Seller and IHS Energy  dated
August 14, 2006; and

              (i) Any further  liabilities known or unknown  associated with the
Acquired Assets.

         Section 1.3  Promissory  Note.  At the  Closing,  Buyer will deliver to
Seller  a  promissory  note in the  principal  amount  of  $600,000  in the form
attached  hereto as Exhibit A,  which  shall be  guaranteed  by  Tomlinson  (the
"Note").

         Section 1.4 Exempted Liabilities.  At Closing,  Seller shall retain the
liabilities  and  obligations  as described  below and more fully on Schedule 3,
whether  such  amounts   accrue  prior  or  subsequent  to  the  Effective  Time
(collectively, the "Exempted Liabilities") as follows:

              (a)  All  existing  payables  and  future  obligations  under  the
Advisory   Consulting   Agreement   dated  June  1,  2006  between   Seller  and
International Capital Advisory Inc. described on Schedule 3;

              (b) All future  obligations  under the Support Services  Agreement
dated November 7, 2006 between Seller and Petroleum  Financial Inc. described on
Schedule 3; and

              (c) The obligation to provide health  insurance  benefits to David
Wilson pursuant to that certain employment  agreement effective May 15, 2006 and
termination letter dated February 20, 2007 described in Schedule 1.


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<PAGE>

         Section 1.5.  Acquired Assets.  In consideration  for the foregoing set
forth in Sections  1.1 1.2,  1.3, and 1.4,  Buyer will acquire from Seller,  and
Seller will transfer and assign to Buyer,  the following  assets (the  "Acquired
Assets"):

              (a) The inventory,  equipment,  prepayments to secure  delivery of
equipment and other items of tangible  personal property of the Seller described
on Schedule 4 (the "Tangible Personal Property");

              (b) All stock owned by the Seller in Standard  Drilling E&P, Inc.,
a Nevada corporation ("the  Subsidiary")  described on Schedule 5 which owns the
oil,  gas  and  mineral  leases  of the  Seller  under  the  Daniels  Lease  (as
hereinafter defined);

              (c) The oil, gas and mineral  leases of the Seller under the North
Grandview Prospect Leases described on Schedule 2;

              (d) The oil, gas and mineral leases of the Seller under the Norton
Prospect Leases described on Schedule 2;

              (e) The oil, gas and mineral leases of the Seller under the leases
in Pope and Logan Counties, Arkansas described on Schedule 2;

              (f) The cash of the Seller as of the Effective Time, to the extent
the  balance  of the  cash  of the  Company  as of the  Effective  Time  exceeds
$839,068.40 ; and

         Section 1.6.  Closing.  The closing (the "Closing") of the transactions
contemplated  by this  Agreement  (the  "Transaction")  shall  take place at the
offices of the  attorneys  for Seller on September  24, 2007, at such other time
and place as Buyer and the Seller  shall  agree.  The date on which the  Closing
occurs is referred to in this Agreement as the "Closing  Date." The Closing will
be effective as of the close of business on September  17, 2007 (the  "Effective
Time").  At the Closing,  each of the parties  hereto will perform such acts and
deliver  such  documents  as are  required  pursuant  to the terms  hereof to be
delivered at Closing.

         Section 1.7. Taxes. Any general property and/or ad valorem tax assessed
against or  pertaining  to the  Acquired  Assets  for the  taxable  period  that
includes  the  Effective  Time shall be prorated  between  Buyer and the Seller.
Buyer shall be responsible for all transfer, sales, use, or other similar taxes,
if any, resulting from the Transaction.


                                   ARTICLE II
                     REPRESENTATIONS AND WARRANTIES OF BUYER

         Buyer represents and warrants to the Seller as follows:


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<PAGE>

         Section  2.1.  Organization  and  Qualification.  Buyer  is  a  limited
liability  company duly organized,  validly  existing and in good standing under
the laws of the state of  Delaware  and has the  requisite  corporate  power and
authority to own,  lease and operate its assets and  properties  and to carry on
its business as it is now being conducted.

         Section 2.2.  Authority; Non-Contravention; Approvals.

              (a) Buyer has full power and authority to execute and deliver this
Agreement and to consummate the Transaction. This Agreement has been approved by
the  Managers  of Buyer  and no  other  proceedings  on the  part of  Buyer  are
necessary  to authorize  the  execution  and  delivery of this  Agreement or the
consummation by Buyer of the Transaction,  including,  without limitation, under
the applicable  requirements of any securities exchange. This Agreement has been
duly  executed and  delivered  by Buyer,  and,  assuming the due  authorization,
execution  and delivery  hereof by the Seller,  constitutes  a valid and legally
binding agreement of Buyer enforceable  against it in accordance with its terms,
except  that such  enforcement  may be  subject to (i)  bankruptcy,  insolvency,
reorganization,  moratorium  or other  similar  laws  affecting  or  relating to
enforcement  of  creditors'   rights   generally  and  (ii)  general   equitable
principles.

              (b) The execution and delivery of this  Agreement by Buyer and the
consummation  by Buyer of the  Transaction do not and will not violate or result
in a breach of any  provision  of, or  constitute  a default (or an event which,
with notice or lapse of time or both,  would  constitute  a default)  under,  or
result in the  termination  of, or accelerate  the  performance  required by, or
result  in a right of  termination  or  acceleration  under,  or  result  in the
creation of any lien,  security interest,  charge or encumbrance upon any of the
properties  or assets of Buyer under any of the terms,  conditions or provisions
of (i) the charter or bylaws of Buyer, (ii) any statute,  law, ordinance,  rule,
regulation,  judgment, decree, order, injunction, writ, permit or license of any
court or  governmental  authority  applicable to Buyer or any of its  respective
properties  or  assets or (iii) any note,  bond,  mortgage,  indenture,  deed of
trust,  license,  franchise,  permit,  concession,   contract,  lease  or  other
instrument, obligation or agreement of any kind to which Buyer is now a party or
by which  Buyer or any of its  respective  properties  or assets may be bound or
affected.

              (c) No declaration,  filing or registration with, or notice to, or
authorization,  consent or approval of, any  governmental  or regulatory body or
authority is necessary for the execution and delivery of this Agreement by Buyer
or the consummation by Buyer of the Transaction.

         Section  2.3  Brokers'  Fees.  Buyer  does not have  any  liability  or
obligation to pay any fees or commissions to any broker,  finder,  or agent with
respect to the transactions contemplated by this Agreement.

         Section 2.4 The Subsidiary.  The Subsidiary has no assets or properties
other than the lease between the Subsidiary and Paul R. Daniels and wife, Marcia
B. Daniels and Marcia B. Daniels,  Trustee (the "Daniels Lease") as described in
Schedule 5.


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<PAGE>


                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES
                                  OF THE SELLER

         The Seller represents and warrants to Buyer that:

         Section  3.1.   Organization  and   Qualification.   The  Seller  is  a
corporation duly organized, validly existing and in good standing under the laws
of the State of Nevada and has the requisite  power and authority to own,  lease
and operate its assets and  properties and to carry on its business as it is now
being conducted.

         Section 3.2.  Authority; Non-Contravention; Approvals.

              (a) The Seller has full  corporate  power and authority to execute
and deliver this Agreement and to consummate the Transaction. This Agreement has
been approved by the Board of Directors and certain  stockholders of Seller, and
no other  corporate  proceedings  on the part of the  Seller  are  necessary  to
authorize the execution and delivery of this  Agreement or the  consummation  by
the  Seller  of the  Transaction.  This  Agreement  has been duly  executed  and
delivered  by the Seller and,  assuming  the due  authorization,  execution  and
delivery hereof by Buyer,  constitutes a valid and legally binding  agreement of
the Seller,  enforceable against the Seller in accordance with its terms, except
that  such   enforcement   may  be  subject  to  (a)   bankruptcy,   insolvency,
reorganization,  moratorium  or other  similar  laws  affecting  or  relating to
enforcement of creditors' rights generally and (b) general equitable principles.

              (b) The execution and delivery of this Agreement by the Seller and
the consummation by the Seller of the Transaction do not and will not violate or
result in a breach of any  provision  of, or  constitute  a default (or an event
which,  with notice or lapse of time or both, would constitute a default) under,
or result in the termination  of, or accelerate the performance  required by, or
result  in a right of  termination  or  acceleration  under,  or  result  in the
creation of any lien,  security interest,  charge or encumbrance upon any of the
properties  or  assets  of the  Seller  under any of the  terms,  conditions  or
provisions  of (i) the charter or bylaws of the Seller,  (ii) any statute,  law,
ordinance, rule, regulation,  judgment, decree, order, injunction,  writ, permit
or license of any court or  governmental  authority  applicable to the Seller or
any of its properties or assets, or (iii) any note, bond,  mortgage,  indenture,
deed of trust, license, franchise, permit, concession, or any agreement to which
the  Seller  is now a party  or by which  the  Seller  or any of its  respective
properties or assets may be bound or affected.

         Section 3.3. Title. The Seller has good and  indefeasible  title to the
Acquired Assets, free and clear of all mortgages,  liens,  pledges,  charges, or
encumbrance of any nature whatsoever.


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<PAGE>

         Section 3.4. Health Insurance.  The Seller currently has a group health
plan with AETNA Inc entered  into on August 1, 2007 (the "AETNA  Health  Plan").
Certain  former  employees  currently  rely on the AETNA Health Plan to maintain
their health  coverage under COBRA.  Seller will maintain and renew the existing
AETNA Health Plan, at no additional  out-of-pocket  costs to Seller,  so long as
former  employees  of  Seller  are  entitled  to and elect to  receive  coverage
thereunder  pursuant to COBRA and  payment  for monthly  premiums is received by
Seller from any such former employees are received by Seller.





                                       6
<PAGE>


                                   ARTICLE IV
                     CONDUCT OF BUSINESS PENDING THE CLOSING

         Section 4.1.  Conduct of Business of the Seller.  Prior to the Closing,
the Seller shall  operate its  business in, and only in, the usual,  regular and
ordinary course of business in substantially  the same manner as operated on the
date of this Agreement.


                                    ARTICLE V
                              ADDITIONAL AGREEMENTS

         Section  5.1.  Cooperation.  The Seller  shall  afford to Buyer and its
accountants,  counsel,  financial advisors and other representatives  reasonable
access during normal business hours throughout the period prior to and including
the Closing to all of the properties,  books, and records of the Seller relating
to the Acquired Assets  (including,  but not limited to, tax returns and any and
all records or documents  which are within the  possession  of  governmental  or
regulatory  authorities,  agencies or bodies,  and the  disclosure  of which the
Seller can facilitate or control) and, such parties as its  representatives  may
reasonably  request.  Any  investigation  pursuant  to  this  Section  shall  be
conducted  in such manner as not to interfere  unreasonably  with the conduct of
the business of the Seller or with the  performance  of any of the  employees of
the  Seller.  No  investigation  pursuant  to  this  Section  shall  affect  any
representation or warranty made by any party.

         Section 5.2. Further Assurances. The Seller shall execute,  acknowledge
and deliver or cause to be executed,  acknowledged  and  delivered to Buyer such
assignments or other instruments of transfer, assignment and conveyance, in form
and substance satisfactory to counsel of Buyer, as shall be necessary to vest in
Buyer all of the right,  title and interest in and to the Acquired Assets,  free
and clear of all liens,  charges,  encumbrances,  rights of  others,  mortgages,
pledges or security interests,  and any other document  reasonably  requested by
Buyer in connection with this Agreement.

         Section 5.3.  Expenses and Fees.  Subject to Section 8.3, all costs and
expenses incurred in connection with this Agreement and the Transaction shall be
paid by the party incurring such expenses.

         Section  5.4.   Independent   Investigation   and   Disclaimer.   Buyer
acknowledges  that its  officers  have  served as officers of the Seller an will
continue  to serve as such  through the  Closing  Date and,  as such,  (i) it is
intimately  familiar with the Acquired Assets and the Assumed  Liabilities,  and
(ii) it has sufficient access to the Acquired Assets and the Assumed Liabilities
to  enable  it to  thoroughly  evaluate  the  Acquired  Assets  and the  Assumed
Liabilities  and the risks  associated  therewith.  Buyer  acknowledges  that in
making its decision to enter into this Agreement and consummate the transactions
contemplated  hereby,  Buyer has relied solely on the basis of its own knowledge
an experience, its own independent investigation and the express representations
and warranties set forth herein.  Accordingly,  except as specifically  provided
herein,  the Seller has not made any  representation  or warranty  regarding the
Acquired  Assets or the Assumed  Liabilities,  either  express or  implied.  The
Seller hereby  disclaims all warranties  regarding the condition of the Acquired
Assets,  which is accepted by the Buyer "as is" "where  is".  The Seller  hereby
disclaims  any warranty  regarding  merchantability  or fitness for a particular
purpose, or the nature or extent of the Assumed Liabilities.


                                       7
<PAGE>


                                   ARTICLE VI
                              CONDITIONS TO CLOSING

         Section  6.1.  Conditions  to Each  Party's  Obligation  to Effect  the
Transactions.  The  respective  obligations  of each party  hereto to effect the
Transaction shall be subject to the fulfillment or waiver, if permissible, at or
prior to the Closing of the following conditions:

              (a) no  preliminary  or  permanent  injunction  or other  order or
decree by any federal or state  court which  prevents  the  consummation  of the
Transaction  shall have been issued and remain in effect (each party agreeing to
use its reasonable efforts to have any such injunction, order or decree lifted);
and

              (b) no action  shall  have been  taken,  and no  statute,  rule or
regulation  shall  have been  enacted,  by any state or  federal  government  or
governmental  agency which would prevent the  consummation of the Transaction or
make the consummation of the Transaction illegal;

              (c) the Seller shall have completed the sale by it of the drilling
rig  commonly  referred to as "Rig 1" pursuant  terms and  conditions  which are
reasonably acceptable to the Buyer and the Seller;

              (d) the  Seller  shall have  entered  into an  agreement  with IEC
Systems  concerning  the sale by it of  certain  inventory  pursuant  terms  and
conditions which are reasonably acceptable to the Buyer and the Seller; and

              (e) the Seller shall have  entered into an agreement  with Romfor,
Inc.  concerning  the  sale  by its of  certain  inventory  pursuant  terms  and
conditions which are reasonably acceptable to the Buyer and the Seller.

         Section  6.2  Conditions  to  Obligation  of the  Seller to Effect  the
Transaction. Unless waived by the Seller, the obligation of the Seller to effect
the  Transaction  shall be subject to the fulfillment on or prior to the Closing
Date of the following conditions:

              (a) Buyer shall have performed in all material respects (or in all
respects in the case of any agreement containing any materiality  qualification)
its agreements  contained in this Agreement required to be performed on or prior
to the Closing Date and the representations and warranties of Buyer contained in
this  Agreement  shall be true and correct in all  material  respects (or in all
respects  in  the  case  of  any  representation  or  warranty   containing  any
materiality  qualification)  on  and as of the  date  made  and on and as of the
Closing Date as if made at and as of such date; and


                                       8
<PAGE>

              (b) Buyer and Tomlinson  shall have delivered to Seller a guaranty
in form  reasonably  acceptable to Seller pursuant to which Tomlinson shall have
guarantee (i) the obligations of Buyer to perform the Assumed  Obligations,  and
(ii) the payment of the Note.

         Section  6.3.   Conditions  to  Obligations  of  Buyer  to  Effect  the
Transaction.  Unless  waived by Buyer,  the  obligations  of Buyer to effect the
Transaction  shall be subject to the fulfillment on or prior to the Closing Date
of the following conditions:

              (a) That the Seller shall have performed in all material  respects
(or in all  respects in the case of any  agreement  containing  any  materiality
qualification)  its  agreement  contained  in  this  Agreement  required  to  be
performed on or prior to the Closing Date and the representations and warranties
of the  Seller  contained  in this  Agreement  shall be true and  correct in all
material  respects  (or in all  respects  in the case of any  representation  or
warranty  containing any materiality  qualification)  on and as of the date made
and on and as of the Closing Date as if made at and as of such date.


                                   ARTICLE VII
                                 INDEMNIFICATION

         Section 7.1.  Indemnification  of Buyer. The Seller agrees to indemnify
Buyer and its officers,  directors,  employees and agents against, and hold each
of them  harmless  from and  against,  any and all  claims,  actions,  causes of
action, arbitrations,  proceedings, losses, damages, liabilities,  judgments and
expenses   (including,   without   limitation,   reasonable   attorneys'   fees)
("Indemnified Amounts") incurred by the indemnified party as a result of (a) any
error, inaccuracy, breach or misrepresentation in any of the representations and
warranties  made  by or on  behalf  of the  Seller  in this  Agreement,  (b) any
violation  or breach by the Seller or  default by the Seller  under the terms of
this  Agreement,  or (c) relating to or arising from the operation of the Seller
prior to the Effective Time, or the operation,  ownership or use of the Acquired
Assets prior to the  Effective  Time,  other than any Assumed  Liabilities.  The
indemnified  party shall be entitled to recover  its  reasonable  and  necessary
attorneys'  fees  and  litigation  expenses  incurred  in  connection  with  the
successful enforcement of its rights under this Section.

         Section 7.2.  Indemnification of the Seller.  Buyer agrees to indemnify
the Seller and its officers,  directors,  employees and agents against, and hold
each of them harmless from and against,any and all Indemnified  Amounts incurred
by  the   Seller  as  a  result  of  (a)  any  error,   inaccuracy,   breach  or
misrepresentation  in any of the  representations  and warranties  made by or on
behalf of Buyer in this  Agreement,  (b) any  violation or breach by Buyer of or
default by Buyer under the terms of this  Agreement  (c)  relating to or arising
from the operation,  ownership or use of the Acquired  Assets  subsequent to the
Effective Time, (d) the Assumed Liabilities, or (e) any fees owed to any brokers
with respect to the  Transaction.  The Seller shall be entitled to recover their
reasonable and necessary  attorney's  fees and litigation  expenses  incurred in
connection with the successful enforcement of their rights under this Section.


                                       9
<PAGE>

         Section  7.3.  Procedure.  The  defense  of any  claim,  action,  suit,
proceeding or investigation  subject to  indemnification  under this Article VII
shall be conducted by the indemnifying party. If the indemnifying party fails to
conduct such defense, the indemnified parties may retain counsel satisfactory to
them and the  indemnifying  party shall pay all reasonable  fees and expenses of
such counsel for the  indemnified  parties  promptly as statements  therefor are
received.  The party not conducting  the defense will use reasonable  efforts to
assist in the  vigorous  defense of any such  matter,  provided  that such party
shall not be liable for any settlement of any claim effected without its written
consent,  which  consent,  however,  shall  not be  unreasonably  withheld.  Any
indemnified party wishing to claim  indemnification under this Article VII, upon
learning of any such claim,  action,  suit,  proceeding or investigation,  shall
notify the  indemnifying  party (but the  failure so to notify a party shall not
relieve such party from any  liability  which it may have under this Article VII
except to the extent such failure  materially  prejudices  such  party).  If the
indemnifying  party is responsible  for the attorneys'  fees of the  indemnified
parties, then the indemnified parties as a group may retain only one law firm to
represent  them  with  respect  to each  such  matter  unless  there  is,  under
applicable  standards of  professional  conduct,  a conflict on any  significant
issue between the positions of any two or more indemnified parties.

         Section 7.4. Survival.  The representations and warrants of the parties
pursuant  to the terms  hereof  shall  expire six (6) months  subsequent  to the
Effective  Time.  No party  shall  have  liability  for a breach  of one or more
representations and warranties until the sum of the Indemnified Amounts relating
to  all  such  breaches   exceeds  One  Hundred   Thousand   Dollar  and  No/100
($100,000.00),  after  which the  breaching  party  shall be liable  only to the
extent of such excess.  This Article VII sets forth the  exclusive  remedy for a
claim relating to this Agreement or the Transaction.


                                  ARTICLE VIII
                                  MISCELLANEOUS

         Section 8.1. Termination.  This Agreement may be terminated at any time
prior to the Closing, as follows:

         (a) The Seller shall have the right to terminate this Agreement:

              (i) if the  representations  and warranties of Buyer shall fail to
be true and correct in all material  respects (or in all respects in the case of
any representation or warranty containing any materiality  qualification) on and
as of the date  made or,  except  in the  case of any such  representations  and
warranties  made as of a specified  date, on and as of any subsequent date as if
made at and as of the subsequent date and such failure shall not have been cured
in all material  respects (or in all respects in the case of any  representation
or  warranty  containing  any  materiality  qualification)  within 30 days after
written notice of such failure is given to Buyer by the Seller;


                                       10
<PAGE>

              (ii) if the  Transaction  is not  completed by September  17, 2007
(provided  that  the  right to  terminate  this  Agreement  under  this  Section
8.1(a)(ii)  shall not be available to the Seller if the failure of the Seller to
fulfill any  obligation to Buyer under or in connection  with this Agreement has
been the cause of or resulted in the failure of the  Transaction  to occur on or
before such date);

              (iii) if Buyer (A) fails to perform in any  material  respects any
of its covenants (or in all respects in the case of any covenant  containing any
materiality  qualification) in this Agreement and (B) does not cure such default
in all  material  respects  (or in all  respects  in the  case  of any  covenant
containing any materiality qualification) within 30 days after written notice of
such default is given to Buyer by the Seller.

         (b) Buyer shall have the right to terminate this Agreement:

              (i) if the representations and warranties of the Seller shall fail
to be true and correct in all material  respects (or in all respects in the case
of any representation or warranty  containing any materiality  qualification) on
and as of the date made or, except in the case of any such  representations  and
warranties  made as of a specified  date, on and as of any subsequent date as if
made at and as of such  subsequent  date and such  failure  shall  not have been
cured  in all  material  respects  (or  in  all  respects  in  the  case  of any
representation or warranty containing any materiality  qualification)  within 30
days after written notice of such failure is given to the Seller by Buyer;

              (ii) if the  Transaction  is not  completed by September  17, 2007
(provided  that  the  right to  terminate  this  Agreement  under  this  Section
8.1(b)(ii)  shall not be  available  to Buyer if the failure of Buyer to fulfill
any obligation to the Seller under or in connection with this Agreement has been
the cause of or resulted in the failure of the Transaction to occur on or before
such date); or

              (iii) if the Seller (A) fails to perform in any  material  respect
(or in all  respects  in the case of any  covenant  containing  any  materiality
qualification) any of its covenants in this Agreement and (B) does not cure such
default in all material respects (or in all respects in the case of any covenant
containing any  materiality  qualification)  within 30 days after notice of such
default is given to the Seller by Buyer.

         Section 8.2. Effect of Termination. In the event of termination of this
Agreement by either Buyer or the Seller  pursuant to the  provisions  of Section
8.1, this Agreement  shall  forthwith  become void and there shall be no further
obligations on the part of the Seller or Buyer or their  respective  officers or
directors  (except as set forth in this Section 8.2 and in Sections 5.3, 8.9 and
8.10, all of which shall survive the  termination).  Nothing in this Section 8.2
shall relieve any party from liability for any breach of this Agreement.

         Section  8.3.  Remedies.  If any legal  action or other  proceeding  is
brought for the enforcement of this Agreement, or because of an alleged dispute,
breach, default or misrepresentation in connection with any of the provisions of
this Agreement,  the successful or prevailing party or parties shall be entitled
to recover reasonable attorneys' fees and other costs incurred in that action or
proceeding  in addition to any other relief to which it or he may be entitled at
law or equity.


                                       11
<PAGE>

         Section  8.4.  Notices.  All  notices,   consents,   demands  or  other
communications  required or  permitted  to be given  pursuant to this  Agreement
shall be deemed  sufficiently  given:  (i) when  delivered  personally  during a
business day to the  appropriate  location  described  below or telefaxed to the
telefax number indicated below, or (ii) five (5) business days after the posting
thereof by United  States first class,  registered  or  certified  mail,  return
receipt requested, with postage fee prepaid and addressed:


         If to Buyer:                   PBT Capital Partners, LLC
                                        P.O. Box 61268
                                        Houston, TX, 77208 - 1268

         If to the Seller:              Standard Drilling, Inc.
                                        1667 K Street, NW, Suite 1230
                                        Washington, DC  20006



         Section 8.5.  Successors.  This Agreement shall be binding upon each of
the parties upon their execution, and inure to the benefit of the parties hereto
and their successors and assigns.

         Section  8.6.  Severability.  In the event  that any one or more of the
provisions  contained in this Agreement or in any other  instrument  referred to
herein, shall, for any reason, be held to be invalid,  illegal, or unenforceable
in any respect,  such  invalidity,  illegality,  or  unenforceability  shall not
affect any other provision of this Agreement or any such other instrument.

         Section 8.7.  Section  Headings.  The section  headings used herein are
descriptive only and shall have no legal force or effect  whatsoever.  Except to
the extent the context  specifically  indicates  otherwise,  all  references  to
articles and sections refer to articles and sections of this Agreement,  and all
references  to the  exhibits  and  schedules  refer to  exhibits  and  schedules
attached hereto, each of which is made a part hereof for all purposes.

         Section 8.8.  Gender.  Whenever the context so requires,  the masculine
shall include the feminine and neuter, and the singular shall include the plural
and conversely.

         Section 8.9.  Governing  Law. This  agreement  shall be governed by and
construed in accordance  with the laws of the State of Texas U.S.A.,  applicable
to agreements and contracts  executed and to be wholly performed there,  without
giving effect to the conflicts of law principles  thereof.  Exclusive  venue for
any litigation or dispute  relating to the  Transaction or this Agreement  shall
lie in the State of Texas U.S.A.


                                       12
<PAGE>

         Section 8.10. Multiple Counterparts.  This Agreement may be executed in
multiple counterparts, each of which shall be deemed an original.

         Section 8.11. Waiver. Any waiver by either party to be enforceable must
be in  writing  and no waiver by either  party  shall  constitute  a  continuing
waiver.

         Section 8.12. Entire Agreement. This Agreement and the other agreements
referred  to herein set forth the entire  understanding  of the  parties  hereto
relating  to the subject  matter  hereof and  thereof  and  supersede  all prior
agreements and  understandings  among or between any of the parties  relating to
the subject matter hereof and thereof.

         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date and year first set forth above.

                                         BUYER:

                                         PBT Capital Partners LLC


                                         By:____________________________________


                                         SELLER:

                                         Standard Drilling, Inc.


                                         By:____________________________________



                                       13
<PAGE>

SCHEDULE 1

Listing of Certain Liabilities Assigned to and Assumed by PBT Capital Partners
from Standard Drilling, Inc.
September 17, 2007


1) Employment Agreements

     a.   Employment  Agreement  effective  February 14, 2006  between  Standard
          Drilling, Inc. and Prentis B. Tomlinson, Jr.

     b.   Employment  Agreement  effective  February 14, 2006  between  Standard
          Drilling, Inc. and Edward L. Moses

     c.   Employment  Agreement  effective  February 14, 2006  between  Standard
          Drilling, Inc. and Peter F. Frey

     d.   Employment   Agreement   effective  June  15,  2006  between  Standard
          Drilling, Inc. and Robert H. Nunnallee

     e.   Employment   Agreement   effective  June  26,  2006  between  Standard
          Drilling, Inc. and Daniel A. Drum

     f.   Employment  Agreement effective May 1, 2006 between Standard Drilling,
          Inc. and Michael J. Walker

     g.   Employment Agreement effective May 15, 2006 between Standard Drilling,
          Inc. and David Wilson

     h.   Employment Agreement effective May 15, 2006 between Standard Drilling,
          Inc. and Robert M. Moffett


2) Settlement Obligations to Terminated Employees

     a.   Termination  Letter dated February 20, 2007 between Standard Drilling,
          Inc. and David Wilson

     b.   Termination Letter dated May 3, 2007 between Standard  Drilling,  Inc.
          and Robert Moffett

     c.   Termination Letter dated July 25, 2007 between Standard Drilling, Inc.
          and Michael J. Walker


                                       1
<PAGE>


3) Other Employee Obligations

     a.   Any  severance  payment  and  benefit   obligations   related  to  the
          termination  of Tammy  Whitock,  non-contracted  employee  in  Houston
          office

     b.   Any  severance  payment  and  benefit   obligations   related  to  the
          termination  of Michelle  Reeser,  non-contracted  employee in Houston
          office


4) Other Contractual Obligations

     a.   Obligations  under the First Amendment to Office Lease entered into as
          of September 11, 2006 between Standard Drilling,  Inc. and CFS Ashford
          VII, L.P.

     b.   All  obligations  under the  Interim  Credit  Agreement  and  Security
          Agreement  between  Standard  Drilling,  Inc and Prentis B.  Tomlinson
          dated November 20, 2006



                                       2
<PAGE>

SCHEDULE 2

Oil, Gas and Mineral Leases Assigned from Standard Drilling, Inc. to PBT Capital
Partners, LLC September 17, 2007






Norton Prospect, Johnson County, Texas
--------------------------------------

1.   Lease No.  TX-251-01-002-000  between  Randy D.  Brown  and wife,  Stacy M.
     Brown, as Lessor and Standard  Drilling,  Inc., as Lessee,  dated August 7,
     2006, a memorandum of which is recorded in Volume 4058, Page 0232, Official
     Public Records, Johnson County, Texas.

2.   Lease No.  TX-251-01-003-000  between  Robert Durham and wife,  Lisa Cavell
     Durham, as Lessor and Standard Drilling,  Inc., as Lessee,  dated August 7,
     2006, a memorandum of which is recorded in Volume 4058, Page 0246, Official
     Public Records, Johnson County, Texas.

3.   Lease No.  TX-251-01-004-000  between  Scotty  H.  Tekell  and wife,  Kelly
     Tekell, as Lessor and Standard Drilling,  Inc., as Lessee,  dated August 7,
     2006, a memorandum of which is recorded in Volume 4058, Page 0281, Official
     Public Records, Johnson County, Texas.

4.   Lease No.  TX-251-01-005-000  between  Thomas  M.  Norton,  as  Lessor  and
     Standard Drilling, Inc., as Lessee, dated December 9, 2006, a memorandum of
     which is recorded  in Volume  4058,  Page 0223,  Official  Public  Records,
     Johnson County, Texas.

5.   Lease No. TX-251-01-006-001  between The Alliance Trust, PLC, as Lessor and
     Frazier Oil Properties, L.L.C., as Lessee, dated May 18, 2006, a memorandum
     of which is recorded in Volume 3824,  Page 0046,  Official  Public Records,
     Johnson County, Texas.

6.   Lease No.  TX-251-01-006-002  between  David Dow Dudley and wife,  Darla D.
     Dudley, as Lessor and Standard Drilling,  Inc., as Lessee,  dated August 7,
     2006, a memorandum of which is recorded in Volume 4058, Page 0242, Official
     Public Records, Johnson County, Texas.

7.   Lease No.  TX-251-01-006-003  between  Bill Aron Dudley and wife,  Chrystal
     Gwen Dudley, as Lessor and Standard Drilling, Inc., as Lessee, dated August
     7, 2006,  a  memorandum  of which is  recorded in Volume  4058,  Page 0238,
     Official Public Records, Johnson County, Texas.

8.   Lease No. TX-251-01-007-001  between Margaret F. Priddy Kohler, a widow, as
     Lessor and  Standard  Drilling,  Inc.,  as Lessee,  dated August 7, 2006, a
     memorandum of which is recorded in Volume 4058, Page 0253,  Official Public
     Records, Johnson County, Texas.


                                       1
<PAGE>

9.   Lease  No.  TX-251-01-007-003  between  Bryan K.  Foreman  and  wife,  Teri
     Foreman, as Lessor and Standard Drilling,  Inc., as Lessee, dated August 7,
     2006, a memorandum of which is recorded in Volume 4058, Page 0250, Official
     Public Records, Johnson County, Texas.

10.  Lease No.  TX-251-01-008-000  between Alan Neff and wife,  Carolyn Neff, as
     Lessor and  Standard  Drilling,  Inc.,  as Lessee,  dated August 7, 2006, a
     memorandum of which is recorded in Volume 4058, Page 0256,  Official Public
     Records, Johnson County, Texas.

11.  Lease No.  TX-251-01-009-000  between  Jeffery A. Roberts and wife,  Janeen
     Roberts, as Lessor and Standard Drilling,  Inc., as Lessee, dated August 7,
     2006, a memorandum of which is recorded in Volume 4058, Page 0271, Official
     Public Records, Johnson County, Texas.

12.  Lease No. TX-251-01-010-000 between Michael Hogan and wife, Ronda Hogan, as
     Lessor and  Standard  Drilling,  Inc.,  as Lessee,  dated August 7, 2006, a
     memorandum of which is recorded in Volume 4058, Page 0226,  Official Public
     Records, Johnson County, Texas.

13.  Lease No.  TX-251-01-012-000  between Evelyn M. Scott and husband, Donal R.
     Scott, as Lessor and Standard  Drilling,  Inc., as Lessee,  dated August 7,
     2006, a memorandum of which is recorded in Volume 4058, Page 0274, Official
     Public Records, Johnson County, Texas.

14.  Lease   No.   TX-251-01-013-001   between   Margaret   McDonald   Reynolds,
     Individually  and as  Independent  Executrix  of the Estate of Thomas Henry
     Reynolds, Jr., Deceased, as Lessor and Standard Drilling,  Inc., as Lessee,
     dated  November 1, 2006, a memorandum  of which is recorded in Volume 4058,
     Page 0213, Official Public Records, Johnson County, Texas.

15.  Lease No.  TX-251-01-013-002  between Kenneth J. Simmons and wife, Michelle
     Reynolds Smith Simmons,  as Lessor and Standard Drilling,  Inc., as Lessee,
     dated  November 1, 2006, a memorandum  of which is recorded in Volume 4058,
     Page 0216, Official Public Records, Johnson County, Texas.

16.  Lease No. TX-251-01-014-001  between The Alliance Trust, PLC, as Lessor and
     Frazier Oil Properties, L.L.C., as Lessee, dated May 18, 2006, a memorandum
     of which is recorded in Volume 3824,  Page 0040,  Official  Public Records,
     Johnson County, Texas.

North Grandview Prospect Prospect, Johnson County, Texas
--------------------------------------------------------

1.   Lease No. TX-251-02-002-001  between The Alliance Trust, PLC, as Lessor and
     Frazier Oil Properties, L.L.C., as Lessee, dated May 18, 2006, a memorandum
     of which is recorded in Volume 3824,  Page 0044,  Official  Public Records,
     Johnson County, Texas.

2.   Lease No. TX-251-02-002-001 between Texas Conference Association of Seventh
     Day Adventists,  as Lessor and Frazier Oil Properties,  L.L.C.,  as Lessee,
     dated May 30, 2006, and recorded in Volume 3906, Page 0092, Official Public
     Records, Johnson County, Texas.


                                       2
<PAGE>

3.   Lease No. TX-251-02-003-001  between The Alliance Trust, PLC, as Lessor and
     Frazier Oil Properties, L.L.C., as Lessee, dated May 18, 2006, a memorandum
     of which is recorded in Volume 3824,  Page 0042,  Official  Public Records,
     Johnson County, Texas.



T8N - R20W, Pope County, Arkansas
---------------------------------

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                                                            Section-              Recording
         Lessor                     Lessee             Lease Date        Township-Range           Reference
-------------------------------------------------------------------------------------------------------------------

<S>                           <C>                       <C>               <C>                    <C>
Williamson, Daniel            CSC Interests, Inc.       12/19/06          11-T8N-R20W            2007-17 / 72-74

Maggard, Betty                CSC Interests, Inc.       12/19/06          29-T8N-R20W            2007-17 / 81-84

Williamson, Pascal            CSC Interests, Inc.       12/19/06          11-T8N-R20W            2007-17 / 81-84

Williamson, Shannon           CSC Interests, Inc.       12/19/06          11-T8N-R20W            2007-17 / 70-71

Smith, John E. et ux          CSC Interests, Inc.       01/08/07         19;30-T8N-R20W          2007-17 / 78-80

Hudson, Carl et ux            CSC Interests, Inc.       11/30/06         13:24-T8N-R20W          2007-17 / 64-65

Douglas Development           CSC Interests, Inc.       12/06/06          13-T8N-R20W            2007-17 / 85-87
Corporation

Blankenship, Wesley J.        CSC Interests, Inc.       12/18/06          20-T8N-R20W            2007-17 / 52-53

Johnson, Donna                CSC Interests, Inc.       12/18/06          20-T8N-R20W            2007-17 / 54-55

Litwiller, Lon et ux          CSC Interests, Inc.       12/18/06          20-T8N-R20W            2007-17 / 50-51

Whiting, Genita et al         CSC Interests, Inc.       12/18/06          24-T8N-R20W            2007-17 / 66-67

James B Teeter Family         CSC Interests, Inc.       12/20/06         13;24-T8N-R20W          2007-17 / 62-63
Trust

Hicks, Luther Jr.             CSC Interests, Inc.       11/18/06       13;24;34-T8N-R20W         2007-17 / 60-61

Rodney K. Gilbreath           CSC Interests, Inc.       11/22/06       13;24;34-T8N-R20W         2007-17 / 58-59
Living Trust

Dilday, Don et ux             CSC Interests, Inc.       12/18/06          25-T8N-R20W            2007-17 / 56-57

Jack and Helen Price          CSC Interests, Inc.       01/08/07         20;21-T8N-R20W          2007-17 / 75-77
Limited Partnership et al
</TABLE>

                                       3
<PAGE>


<TABLE>
<CAPTION>
T7N - R22W, Logan County, Arkansas
----------------------------------

-------------------------------------------------------------------------------------------------------------
                                                                            Section-              Recording
         Lessor                     Lessee             Lease Date        Township-Range           Reference
-------------------------------------------------------------------------------------------------------------

<S>                           <C>                       <C>               <C>                    <C>
Foster, Charles Lee           CSC Interests, Inc.       09/21/06          17-T7N-R22W            7003/382

Robinson, Steven P.           CSC Interests, Inc.       09/21/06          17-T7N-R22W            7003/383

The Deon Phyllis Rollans      CSC Interests, Inc.       09/25/06          17-T7N-R22W            7003/367
Revocable Trust

Marcotte, Gerald et ux        CSC Interests, Inc.       09/21/06          17-T7N-R22W            7003/366

Foster, Amy                   CSC Interests, Inc.       09/25/06          15-T7N-R22W            7003/356

Robinson, Johnnie R.          CSC Interests, Inc.       10/06/06          17-T7N-R22W            7003/371

Robinson, Ray Lee et al       CSC Interests, Inc.       10/06/06          17-T7N-R22W            7003/370

Parks, Addie et vir           CSC Interests, Inc.       10/06/06          17-T7N-R22W            7003/376

Green, Velma                  CSC Interests, Inc.       10/06/06          17-T7N-R22W            7003/377

Christy, Jonnie Sue et vir    CSC Interests, Inc.       10/06/06          17-T7N-R22W            7003/378

Trusty, Vickie et al          CSC Interests, Inc.       10/06/06          17-T7N-R22W            7003/374

Robinson, Steven P.           CSC Interests, Inc.       10/06/06          17-T7N-R22W            7003/357

Ballard, Charlotte Robinson   CSC Interests, Inc.       10/06/06          17-T7N-R22W            7003/373

Robinson, Ronnie              CSC Interests, Inc.       10/06/06          17-T7N-R22W            7003/372

Warren, Pam Robinson et vir   CSC Interests, Inc.       10/06/06          17-T7N-R22W            7003/369

Sims, Russell K. Jr. et ux    CSC Interests, Inc.       09/25/06          21-T7N-R22W            7003/368

McCartney, Cheryl Ann         CSC Interests, Inc.       09/25/06         16;17-T7N-R22W          7003/388

Butler, Linda Lee et vir      CSC Interests, Inc.       09/25/06         16;17-T7N-R22W          7003/386

Nichols, Stephen Jeffrey      CSC Interests, Inc.       09/25/06         16;17-T7N-R22W          7003/384

Burris, Bruce                 CSC Interests, Inc.       10/16/06          21-T7N-R22W            7003/380

Farmer, Melvin                CSC Interests, Inc.       10/16/06          21-T7N-R22W            7003/381

Edwards, Donnie C.            CSC Interests, Inc.       10/09/06          21-T7N-R22W            7003/361

Edwards, John E.              CSC Interests, Inc.       10/09/06          21-T7N-R22W            7003/359
</TABLE>

                                       4
<PAGE>

<TABLE>
<CAPTION>
<S>                           <C>                       <C>               <C>                    <C>
Edwards, Jewell D.            CSC Interests, Inc.       10/09/06          21-T7N-R22W            7003/360

Royce A. Jenkins and Lynda    CSC Interests, Inc.       09/25/06          14-T7N-R22W            7003/364
J. Jenkins Joint Revocable
Trust

Royce A. Jenkins and Lynda    CSC Interests, Inc.       09/25/06          18-T7N-R22W            7003/362
J. Jenkins Joint Revocable
Trust

Graves Survivor Trust et al   CSC Interests, Inc.       09/25/06       13;16;24-T7N-R22W         7003/353

Graves, Harrison and Pat      CSC Interests, Inc.       09/25/06       13;16;24-T7N-R22W         7003/355

Pilgrim, David Wayne          CSC Interests, Inc.       10/09/06          16-T7N-R22W            7003/379

Nancy Jay - Life Estate       CSC Interests, Inc.       10/09/06          21-T7N-R22W            7003/358
</TABLE>

                                       5
<PAGE>

SCHEDULE 3

<TABLE>
<CAPTION>
Exempted Liabilities
September 14th, 2007


------------------------------------------------------------------------------------------------------------------
                      Liability                           Service         Invoice         Date          Term
                                                                           Number
------------------------------------------------------------------------------------------------------------------

<S>                                                       <C>               <C>       <C>              <C>
Advisory Consulting Agreement between Standard            Investor          N/A       June 1, 2006     36 mos.
Drilling Inc. and International Capital Advisory       Relations and
                                                         Consulting

Existing payables balance owed from Standard              Investor        4,5,6A,7,    9/30/06 to       N/A
Drilling, Inc. to International Capital Advisory       Relations and       8A,9,10,     9/10/07
under the Advisory Consulting Agreement dated June       Consulting         11,12
1, 2006                                                                   13,14,15,
                                                                             16

Support Services Agreement between Standard              Accounting                   November 7,    Cancellable
Drilling, Inc. and Petroleum Financial, Inc.            Software and                     2006          upon 90
                                                          Support                                    days notice
</TABLE>


<PAGE>

SCHEDULE 4

Rig Inventory and Prepayments Listing - Standard Drilling, Inc.
September 17th, 2007

<TABLE>
<CAPTION>
Rig 2 Inventory

---------------------------------------------------------------------------------------------------------
                  Item                                         Vendor                          Invoice
---------------------------------------------------------------------------------------------------------
<S>                                                     <C>                                     <C>
National Oilwell 1324 500 ton swivel                    Cress Specialty, LLC                    S-002

Kelly, set of Tongs                                Gulf Coast Project Corporation               S-006

Big Shorty 500 ton block                                 Cleary Tool Company                    S-006

Cold start compressor                                  Pinnacle Industries LTD                  S-006

Pins                                             Bob Herbert Drilling Equipment Co.             S-006

2 - 75HP Centrifugal pumps                          Process Solutions Int'l 2006                S-006

Hydraulic cathead                                   Applied Machinery Corporation               S-023

Hydraulic unit for breakout                         Applied Machinery Corporation               S-023

Drill line spool                                    Applied Machinery Corporation               S-023

Pipe racks                                          Applied Machinery Corporation               S-023

Desilter, 7 agitators                               Process Solutions Int'l 2006                S-023

Mud hopper                                          Process Solutions Int'l 2006                S-023

2 - 11" Centrifugal pumps w/ 30 HP                  Process Solutions Int'l 2006                S-023

Crown block bearings                                Oilfield Bearings Industries                S-023

2 - 40 HP air compressors                              Pinnacle Industries LTD                  S-023

4-Centrifugal pumps 5x6 w/60 HP                     Process Solutions Int'l 2006                S-023

Snatch blacks 5/8"x8 ton original order          Sullivan Wire Rope & Rigging, Inc.             S-023
for Rig #8. Delivered 11/20/06 will use
on SD-2.
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
<S>                                                       <C>                                   <C>
Drill line clamp                                          National Oilwell                      S-023

2 - 6x5x11 centrifugal pumps                           Process Solutions Int'l                  S-029

5 Drill collars                                          ICS Trading Company                    S-029


Rig 3 Inventory

---------------------------------------------------------------------------------------------------------
                  Item                                         Vendor                          Invoice
---------------------------------------------------------------------------------------------------------

1324 Swivel                                               National Oilwell                      S-002

Hydraulic cathead                                   Applied Machinery Corporation               S-024

Hydraulic unit for breakout                         Applied Machinery Corporation               S-024

Drill line spool                                    Applied Machinery Corporation               S-024

Pipe racks                                          Applied Machinery Corporation               S-024

Drill line clamp                                          National Oilwell                      S-024

5 1/4 hex Kelly                                   Gulf Coast Oilfield Equipment Company         S-030

Pump skid

SCR System                                                   IEC Systems                        13948

One Mud Pump                                           Premium Oilfield Supply                  36736

Subtotal


Rig 3 Delivery Slots

---------------------------------------------------------------------------------------------------------
                  Item                                         Vendor                          Invoice
---------------------------------------------------------------------------------------------------------

3 MTU/DDC 12V4000 gen sets                                    Waterous                          ES28378


Rig 4 Inventory

---------------------------------------------------------------------------------------------------------
                  Item                                         Vendor                          Invoice
---------------------------------------------------------------------------------------------------------

National 1324 Swivel                             Gulf Coast Oilfield Equipment Company          S-008
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
Delivery Slots in Items for Rigs 4-6

---------------------------------------------------------------------------------------------------------
                  Item                                         Vendor                          Invoice
---------------------------------------------------------------------------------------------------------
<S>                                                          <C>                                <C>
SCR System 4                                                 IEC Systems                        13948

SCR System 5                                                 IEC Systems                        13948

1/3 down payment on drill pipe                              DPAL Soconord                       SG 003

1/3 down payment on drill pipe                              DPAL Soconord                       SG 003

1/3 down payment on drill pipe                              DPAL Soconord                       SG 003

1/3 down for components on drawworks                        Romfor, Inc.                        S-003

1/3 down for components on drawworks                        Romfor, Inc.                        S-003

1/3 down for components on drawworks                        Romfor, Inc.                        S-003


Other Inventory

---------------------------------------------------------------------------------------------------------
                  Item                                         Vendor                          Invoice
---------------------------------------------------------------------------------------------------------

TH83 Caterpillar Tool Carrier                                Mustang CAT                        PF102406-1

30 joints Hevi-Wate Drill Pipe                              Grant Prideco                       101690044

Six Cold Climate Crew Quarters                       Ameritech Building Systems             2964, 2965, 3005,
                                                                                            3069, 3138, 3139
</TABLE>


<PAGE>

SCHEDULE 5

<TABLE>
<CAPTION>
Standard E&P, Inc.
September 17th, 2007

-------------------------------------------------------------------------------------------------------------------------
     Company Name                State of              Entity #              Date of          # of Shares    Par Value
                              Incorporation                               Incorporation
---------------------------- --------------------- --------------------- --------------------- -------------- -----------
<S>                               <C>               <C>                      <C>                 <C>          <C>
Standard E&P, Inc                 Nevada            E0759142006-2            10/13/06            1,000        $0.001
</TABLE>





Assets

1.   Lease No.  TX-251-02-001-000  between Paul R.  Daniels and wife,  Marcia B.
     Daniels and Marcia B. Daniels, Trustee, as Lessor and Standard E & P, Inc.,
     as Lessee,  dated  November 15, 2006, a memorandum  of which is recorded in
     Volume 4058, Page 0219, Official Public Records, Johnson County, Texas.