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Promissory Note - BIOLARGO, INC. - 4-12-2002

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Promissory Note - BIOLARGO, INC. - 4-12-2002 Powered By Docstoc
					EXHIBIT 99.2 PROMISSORY NOTE
$200,000 -------Irvine, California October 8, 2001

FOR VALUE RECEIVED, Devenshire Management Corporation (the "Maker"),

promises to pay to the order of NuWay Energy, Inc., a Delaware corporation, with principal offices at 6826 NW 77th Court, Miami, Florida 33166 (the "Payee") the principal sum of Two Hundred Thousand Dollars ($200,000), with interest until paid in full as set forth in this Promissory Note (this "Note"). The following terms shall apply to this Note. 1. Interest. Interest shall accrue on the unpaid principal balance of this Note at the fixed rate of prime as reported by Citibank plus one percent (1%) per annum. Interest shall be payable in annual installments on the outstanding principal amount commencing on September 30, 2001. 2. Calculation of Interest. Interest shall be calculated on the basis of a 365 day year, applied to the actual number of days on which there exists an unpaid balance hereunder. 3. Repayment. The Maker shall tender to the Payee at the address set forth above, in immediately available funds, the full principal amount on or before October 7, 2006 (the "Maturity Date"). 4. Prepayments. The Maker may prepay the sums due under this Note in whole at any time or in part from time to time without premium or penalty. 5. Payments. All payments hereunder shall be made in U.S. dollars in immediately available funds. Any payments by check shall be accepted subject to collection in immediately available funds. 6. Application of Payments. All payments made hereunder shall be applied first to late payment charges or other sums owed to the Payee, next to accrued interest, and then to principal. 7. Rights and Remedies. Upon any default under this Note, the Payee may, at its option, declare the unpaid principal balance of this Note, together with all unpaid and accrued interest thereon, to be immediately due and payable in cash, without presentment, demand protest or notice of any kind, all of which are hereby expressly waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and Payee may immediately, and without expiration of any period of grace, enforce any and all of the Payee's rights and remedies provided herein or any other rights or remedies afforded by law (including but not limited to consequential damages if any). It is agreed that in the event of such action, Payee shall be entitled to receive all reasonable fees, costs and expenses incurred, including without limitation such reasonable fees and expenses of attorneys. The rights and remedies available to Payee under this Note shall be cumulative and in addition to any other rights or remedies that Payee may be entitled to pursue at law or in equity. 8. Venue/Jurisdiction/Choice of Law. This Note will be exclusively construed and enforced in accordance with and exclusively governed by the laws of the State of Florida. Each of the parties consents to the exclusive jurisdiction of the U.S. District Court sitting in Miami, Florida in connection with any dispute arising under this Note and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens, to the bringing of any such proceeding in such jurisdictions. Each party hereby agrees that if another party to this Note obtains a judgment against it in such a proceeding, the party which obtained such judgment may enforce same by summary judgment in the courts of any country having jurisdiction over the party against whom such judgment was obtained, and each party hereby waives any defenses available to it under local law and agrees to the enforcement of such a judgment. Each party to this Note irrevocably consents to the service of process in any such proceeding by the mailing of copies thereof by registered or certified mail, postage

prepaid, to such party at its address set forth herein. Nothing herein shall affect the right of any party to serve process in any other manner permitted by law. 9. Invalidity and Severability. In case any provision (or any part of any provision) contained in this Note 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 (or remaining part of the affected provision) of this Note, but this Note shall be construed as if

such invalid, illegal, or unenforceable provision (or part thereof) had never been contained herein, but only to the extent such provision (or part thereof) is invalid, illegal, or unenforceable. 10. Binding Effect. This Note shall be binding upon and shall inure to the benefit of the Payee, the Maker, and their respective heirs, personal representatives, successors, and permitted assigns, as the case may be. 11. Remedies Cumulative. The rights, powers and remedies of the Payee under this Note shall be in addition to all rights, powers and remedies given to the Payee by virtue of any statute, rule of law, or other agreement, and shall be cumulative, and may be exercised successively or concurrently. 12. Amendment; Waiver. This Note may not be amended, modified, waived, discharged, or terminated orally, but only by an agreement in writing signed by the party against whom such agreement is sought to be enforced. No failure or delay in exercising any right or remedy pursuant to this Note shall constitute a waiver of such right or remedy or of any other right or remedy pursuant hereto. Resort to one form of remedy shall not constitute a waiver of other alternative remedies. 13. Headings. The headings contained in this Note are for convenience of reference only. 14. MUTUAL WAIVER OF JURY TRIAL. THE MAKER AND THE PAYEE WAIVE ALL RIGHTS TO TRIAL BY JURY OF ANY CLAIMS OF ANY KIND ARISING UNDER OR RELATING IN ANY WAY TO THIS NOTE. THE MAKER AND THE PAYEE ACKNOWLEDGE THAT THIS IS A WAIVER OF A LEGAL RIGHT AND REPRESENT TO EACH OTHER THAT THESE WAIVERS ARE MADE KNOWINGLY AND VOLUNTARILY AFTER CONSULTATION WITH COUNSEL OF THEIR CHOICE. THE MAKER AND THE PAYEE AGREE THAT ALL SUCH CLAIMS SHALL BE TRIED BEFORE A JUDGE OF A COURT HAVING JURISDICTION WITHOUT A JURY. 15. Effect of Waiver. Payee is not under any obligation to exercise any of its rights under this Note, and failure to exercise its rights under this Note or to delay in exercising any of its rights shall not be deemed a waiver of or in any manner impair any of the rights of the Payee. 16. Acceleration on Insolvency of Maker. If Maker shall be adjudged bankrupt, or file a petition in bankruptcy, or have a petition in bankruptcy filed against it, this Note shall become due and payable immediately without demand or notice. 17. Costs of Collection. The Maker shall pay on demand all reasonable costs of collection, including reasonable legal expenses and reasonable attorney fees, incurred by Payee in enforcing this Note on default. 18. Default. It shall be deemed a default under this Note if the Maker shall fail to pay the interest and principal within ten days of the date due under this Note as set forth in Section 3 above. 19. Notice. All notices, demands, consents, requests, instructions and other communications to be given or delivered or permitted under or by reason of the provisions of this Agreement, or in connection with the transactions contemplated hereby and thereby shall be in writing and shall be deemed to be delivered and received by the intended recipient as follows: (a) if personally delivered, on the Business Day (as such term is hereinafter defined) of such delivery (as evidenced by the receipt of the personal delivery service); (b) if mailed within the United States by certified or registered mail, return receipt requested, four (4) Business Days after the aforesaid mailing; (c) if delivered by overnight courier (with all charges having been prepaid), on the Business Day of such delivery (as evidenced by the receipt of the overnight courier service of recognized standing); (d) on the second Business Day after delivery to a recognized international express courier company

such invalid, illegal, or unenforceable provision (or part thereof) had never been contained herein, but only to the extent such provision (or part thereof) is invalid, illegal, or unenforceable. 10. Binding Effect. This Note shall be binding upon and shall inure to the benefit of the Payee, the Maker, and their respective heirs, personal representatives, successors, and permitted assigns, as the case may be. 11. Remedies Cumulative. The rights, powers and remedies of the Payee under this Note shall be in addition to all rights, powers and remedies given to the Payee by virtue of any statute, rule of law, or other agreement, and shall be cumulative, and may be exercised successively or concurrently. 12. Amendment; Waiver. This Note may not be amended, modified, waived, discharged, or terminated orally, but only by an agreement in writing signed by the party against whom such agreement is sought to be enforced. No failure or delay in exercising any right or remedy pursuant to this Note shall constitute a waiver of such right or remedy or of any other right or remedy pursuant hereto. Resort to one form of remedy shall not constitute a waiver of other alternative remedies. 13. Headings. The headings contained in this Note are for convenience of reference only. 14. MUTUAL WAIVER OF JURY TRIAL. THE MAKER AND THE PAYEE WAIVE ALL RIGHTS TO TRIAL BY JURY OF ANY CLAIMS OF ANY KIND ARISING UNDER OR RELATING IN ANY WAY TO THIS NOTE. THE MAKER AND THE PAYEE ACKNOWLEDGE THAT THIS IS A WAIVER OF A LEGAL RIGHT AND REPRESENT TO EACH OTHER THAT THESE WAIVERS ARE MADE KNOWINGLY AND VOLUNTARILY AFTER CONSULTATION WITH COUNSEL OF THEIR CHOICE. THE MAKER AND THE PAYEE AGREE THAT ALL SUCH CLAIMS SHALL BE TRIED BEFORE A JUDGE OF A COURT HAVING JURISDICTION WITHOUT A JURY. 15. Effect of Waiver. Payee is not under any obligation to exercise any of its rights under this Note, and failure to exercise its rights under this Note or to delay in exercising any of its rights shall not be deemed a waiver of or in any manner impair any of the rights of the Payee. 16. Acceleration on Insolvency of Maker. If Maker shall be adjudged bankrupt, or file a petition in bankruptcy, or have a petition in bankruptcy filed against it, this Note shall become due and payable immediately without demand or notice. 17. Costs of Collection. The Maker shall pay on demand all reasonable costs of collection, including reasonable legal expenses and reasonable attorney fees, incurred by Payee in enforcing this Note on default. 18. Default. It shall be deemed a default under this Note if the Maker shall fail to pay the interest and principal within ten days of the date due under this Note as set forth in Section 3 above. 19. Notice. All notices, demands, consents, requests, instructions and other communications to be given or delivered or permitted under or by reason of the provisions of this Agreement, or in connection with the transactions contemplated hereby and thereby shall be in writing and shall be deemed to be delivered and received by the intended recipient as follows: (a) if personally delivered, on the Business Day (as such term is hereinafter defined) of such delivery (as evidenced by the receipt of the personal delivery service); (b) if mailed within the United States by certified or registered mail, return receipt requested, four (4) Business Days after the aforesaid mailing; (c) if delivered by overnight courier (with all charges having been prepaid), on the Business Day of such delivery (as evidenced by the receipt of the overnight courier service of recognized standing); (d) on the second Business Day after delivery to a recognized international express courier company (with all charges having been prepaid); or (e) if delivered by facsimile transmission, on the Business Day of such delivery if sent by 6:00 p.m. in the time zone of the recipient, or if sent after that time, on the next succeeding Business Day (as evidenced by the printed confirmation of delivery generated by the sending party's telecopier machine). For the purposes of this Agreement, the term "Business Day" means a day other than a Saturday, Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close. If any notice, demand, consent, request, instruction or other communication cannot be delivered because of a changed address of which no notice was given (in accordance with this Section 19), or the refusal to accept same, the notice shall be deemed received on the Business Day the notice is sent (as evidenced by a sworn affidavit of the sender). All such notices, demands, consents, requests, instructions and other

communications will be sent to the following addresses or facsimile numbers as applicable: 2

If to the Maker: Devenshire Management Corporation 19100 Von Karman Ave, Ste 450 Irvine, CA 92612 If to Payee: NuWay Energy, Inc. 6826 NW 77th Court Miami, Florida 33166 With a copy to: Jeffrey M. Stein, Esq. The Goldstein Law Group, P.C. 65 Broadway, 10th Floor New York, NY 10006 Facsimile: (212) 809-4228 or to such other address as any party may specify by notice given to the other party in accordance with this Section 19. IN WITNESS WHEREOF, the Maker has caused this Note to be duly executed and delivered under seal on the date first above written. MAKER: Acknowledged and agreed (i) that the terms set forth herein are agreed and accepted and (ii) that the undersigned has had an opportunity to consult counsel to review this document. Devenshire Management Corporation By: Todd Sanders, President
STATE OF CALIFORNIA COUNTY OF ) ) ss.:

On the _____ day of October 2001, before me personally came TODD SANDERS, to me known, who confirmed that he is the President of the Maker described in the foregoing Promissory Note, and who then executed such Note in my presence. Notary Public 3 PROMISSORY NOTE $1,100,000 SECTION ONE

If to the Maker: Devenshire Management Corporation 19100 Von Karman Ave, Ste 450 Irvine, CA 92612 If to Payee: NuWay Energy, Inc. 6826 NW 77th Court Miami, Florida 33166 With a copy to: Jeffrey M. Stein, Esq. The Goldstein Law Group, P.C. 65 Broadway, 10th Floor New York, NY 10006 Facsimile: (212) 809-4228 or to such other address as any party may specify by notice given to the other party in accordance with this Section 19. IN WITNESS WHEREOF, the Maker has caused this Note to be duly executed and delivered under seal on the date first above written. MAKER: Acknowledged and agreed (i) that the terms set forth herein are agreed and accepted and (ii) that the undersigned has had an opportunity to consult counsel to review this document. Devenshire Management Corporation By: Todd Sanders, President
STATE OF CALIFORNIA COUNTY OF ) ) ss.:

On the _____ day of October 2001, before me personally came TODD SANDERS, to me known, who confirmed that he is the President of the Maker described in the foregoing Promissory Note, and who then executed such Note in my presence. Notary Public 3 PROMISSORY NOTE $1,100,000 SECTION ONE TERMS OF NOTE FOR VALUE RECEIVED, NuWay, inc. RESOURCES (the "Debtor"), a Nevada corporation, promises to pay

PROMISSORY NOTE $1,100,000 SECTION ONE TERMS OF NOTE FOR VALUE RECEIVED, NuWay, inc. RESOURCES (the "Debtor"), a Nevada corporation, promises to pay to the order of NUWAY Energy, INC. (hereinafter "Energy"), a Delaware corporation, the principal sum of One Million One Hundred Thousand ($1,100,000) Dollars payable upon written demand by ENERGY. Interest shall accrue on the unpaid principal balance of this Note at the fixed rate of interest of seven percent (7%) per annum. SECTION TWO PREPAYMENT OF NOTE Prepayment of the full principal balance, along with all unpaid interest, or any portion of the principal balance, along with any portion thereof of unpaid interest, is permitted at any time without penalty. SECTION THREE EFFECT OF WAIVER OF RIGHTS BY ENERGY ENERGY is not under any obligation to exercise any of its rights under this note, and failure to exercise its rights under this note or to delay in exercising any of its rights shall not be deemed a waiver of or in any manner impair any of the rights of ENERGY. SECTION FOUR CUMULATIVE RIGHTS AND REMEDIES The rights and remedies of ENERGY specified in this Note are cumulative and do not exclude any other rights or remedies it may otherwise have. SECTION FIVE ACCELERATION ON INSOLVENCY OF DEBTOR If Debtor shall be adjudged bankrupt, or file a petition in bankruptcy, or have a petition in bankruptcy filed against it, this note shall become due and payable immediately without demand or notice. SECTION SIX WAIVER OF PRESENTMENT, PROTEST, AND NOTICE OF DISHONOR Debtor hereby waives all acts on the part of ENERGY required in fixing the liability of the party, including among other things presentment, demand, notice of dishonor, protest, notice of protest, notice of nonpayment, and any other notice. SECTION SEVEN CHOICE OF LAWS This Note shall be governed by and construed in accordance with the internal laws (as opposed to conflict of laws) of Delaware in all respects, including matters of construction, validity and performance. SECTION EIGHT COSTS OF COLLECTION Debtor shall pay on demand all costs of collection, including legal expenses and attorney fees, incurred by ENERGY in enforcing this note on default. 4

SECTION NINE INTEREST CHARGES If a law, which applies to this note and which sets the maximum interest amount, is finally interpreted so that the interest in connection with this note exceed the permitted limits, then: (1) any such interest shall be reduced by the amount necessary to reduce the interest to the permitted limit; and (2) any sums already collected (if any) from the Debtor which exceed the permitted limits will be refunded to the Debtor. The Note holder may choose to

SECTION NINE INTEREST CHARGES If a law, which applies to this note and which sets the maximum interest amount, is finally interpreted so that the interest in connection with this note exceed the permitted limits, then: (1) any such interest shall be reduced by the amount necessary to reduce the interest to the permitted limit; and (2) any sums already collected (if any) from the Debtor which exceed the permitted limits will be refunded to the Debtor. The Note holder may choose to make this refund by reducing the principal Debtor owes under this note or by making a direct payment to the Debtor. If a refund reduces the principal, the reduction will be treated as a partial payment. Dated: August ____, 2001 NUWAY RESOURCES, INC. By: Name: Title: 5

EXHIBIT 99.3 PROMISSORY NOTE $1,100,000 SECTION ONE TERMS OF NOTE FOR VALUE RECEIVED, NuWay, inc. RESOURCES (the "Debtor"), a Nevada corporation, promises to pay to the order of NUWAY Energy, INC. (hereinafter "Energy"), a Delaware corporation, the principal sum of One Million One Hundred Thousand ($1,100,000) Dollars payable upon written demand by ENERGY. Interest shall accrue on the unpaid principal balance of this Note at the fixed rate of interest of seven percent (7%) per annum. SECTION TWO PREPAYMENT OF NOTE Prepayment of the full principal balance, along with all unpaid interest, or any portion of the principal balance, along with any portion thereof of unpaid interest, is permitted at any time without penalty. SECTION THREE EFFECT OF WAIVER OF RIGHTS BY ENERGY ENERGY is not under any obligation to exercise any of its rights under this note, and failure to exercise its rights under this note or to delay in exercising any of its rights shall not be deemed a waiver of or in any manner impair any of the rights of ENERGY. SECTION FOUR CUMULATIVE RIGHTS AND REMEDIES The rights and remedies of ENERGY specified in this Note are cumulative and do not exclude any other rights or remedies it may otherwise have. SECTION FIVE ACCELERATION ON INSOLVENCY OF DEBTOR If Debtor shall be adjudged bankrupt, or file a petition in bankruptcy, or have a petition in bankruptcy filed against it, this note shall become due and payable immediately without demand or notice. SECTION SIX WAIVER OF PRESENTMENT, PROTEST, AND NOTICE OF DISHONOR Debtor hereby waives all acts on the part of ENERGY required in fixing the liability of the party, including among other things presentment, demand, notice of dishonor, protest, notice of protest, notice of nonpayment, and any

EXHIBIT 99.3 PROMISSORY NOTE $1,100,000 SECTION ONE TERMS OF NOTE FOR VALUE RECEIVED, NuWay, inc. RESOURCES (the "Debtor"), a Nevada corporation, promises to pay to the order of NUWAY Energy, INC. (hereinafter "Energy"), a Delaware corporation, the principal sum of One Million One Hundred Thousand ($1,100,000) Dollars payable upon written demand by ENERGY. Interest shall accrue on the unpaid principal balance of this Note at the fixed rate of interest of seven percent (7%) per annum. SECTION TWO PREPAYMENT OF NOTE Prepayment of the full principal balance, along with all unpaid interest, or any portion of the principal balance, along with any portion thereof of unpaid interest, is permitted at any time without penalty. SECTION THREE EFFECT OF WAIVER OF RIGHTS BY ENERGY ENERGY is not under any obligation to exercise any of its rights under this note, and failure to exercise its rights under this note or to delay in exercising any of its rights shall not be deemed a waiver of or in any manner impair any of the rights of ENERGY. SECTION FOUR CUMULATIVE RIGHTS AND REMEDIES The rights and remedies of ENERGY specified in this Note are cumulative and do not exclude any other rights or remedies it may otherwise have. SECTION FIVE ACCELERATION ON INSOLVENCY OF DEBTOR If Debtor shall be adjudged bankrupt, or file a petition in bankruptcy, or have a petition in bankruptcy filed against it, this note shall become due and payable immediately without demand or notice. SECTION SIX WAIVER OF PRESENTMENT, PROTEST, AND NOTICE OF DISHONOR Debtor hereby waives all acts on the part of ENERGY required in fixing the liability of the party, including among other things presentment, demand, notice of dishonor, protest, notice of protest, notice of nonpayment, and any other notice. SECTION SEVEN CHOICE OF LAWS This Note shall be governed by and construed in accordance with the internal laws (as opposed to conflict of laws) of Delaware in all respects, including matters of construction, validity and performance. SECTION EIGHT COSTS OF COLLECTION Debtor shall pay on demand all costs of collection, including legal expenses and attorney fees, incurred by ENERGY in enforcing this note on default.

SECTION NINE INTEREST CHARGES If a law, which applies to this note and which sets the maximum interest amount, is finally interpreted so that the interest in connection with this note exceed the permitted limits, then: (1) any such interest shall be reduced by the amount necessary to reduce the interest to the permitted limit; and (2) any sums already collected (if any) from the Debtor which exceed the permitted limits will be refunded to the Debtor. The Note holder may choose to

SECTION NINE INTEREST CHARGES If a law, which applies to this note and which sets the maximum interest amount, is finally interpreted so that the interest in connection with this note exceed the permitted limits, then: (1) any such interest shall be reduced by the amount necessary to reduce the interest to the permitted limit; and (2) any sums already collected (if any) from the Debtor which exceed the permitted limits will be refunded to the Debtor. The Note holder may choose to make this refund by reducing the principal Debtor owes under this note or by making a direct payment to the Debtor. If a refund reduces the principal, the reduction will be treated as a partial payment. Dated: August ____, 2001 NUWAY RESOURCES, INC. By: Name: Title: 2

EXHIBIT 99.4 SALE AND CONVEYANCE AGREEMENT (Area: Superb, Saskatchewan) THIS AGREEMENT made the ____ day of August, 2001. BETWEEN: WESTLINKS RESOURCES LTD., a body corporate, having an office at the City of Calgary, in the Province of Alberta

(hereinafter referred to as the "Vendor") - and NUWAY RESOURCES OF CANADA, LTD., a body corporate, having an office at the City of Calgary, in the Province of Alberta (hereinafter referred to as the "Purchaser") WHEREAS Vendor has agreed to sell and convey, and Purchaser has agreed to purchase and accept, on the terms and conditions hereinafter set forth, the Assets; NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises, mutual covenants, agreements and warranties hereinafter set forth and contained, the parties hereto respectively covenant and agree as follows: ARTICLE 1 INTERPRETATION 1.1 Definitions In this agreement, including the recitals, this clause and the Schedules, the following capitalized words and phrases shall have the following meanings: (a) "Adjustment Date" means 8:00 a.m. Calgary time on August 1, 2001; (b) "AFE's" means authority for expenditure, unit budget, mail ballot or cash call or any other approval given by

EXHIBIT 99.4 SALE AND CONVEYANCE AGREEMENT (Area: Superb, Saskatchewan) THIS AGREEMENT made the ____ day of August, 2001. BETWEEN: WESTLINKS RESOURCES LTD., a body corporate, having an office at the City of Calgary, in the Province of Alberta

(hereinafter referred to as the "Vendor") - and NUWAY RESOURCES OF CANADA, LTD., a body corporate, having an office at the City of Calgary, in the Province of Alberta (hereinafter referred to as the "Purchaser") WHEREAS Vendor has agreed to sell and convey, and Purchaser has agreed to purchase and accept, on the terms and conditions hereinafter set forth, the Assets; NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises, mutual covenants, agreements and warranties hereinafter set forth and contained, the parties hereto respectively covenant and agree as follows: ARTICLE 1 INTERPRETATION 1.1 Definitions In this agreement, including the recitals, this clause and the Schedules, the following capitalized words and phrases shall have the following meanings: (a) "Adjustment Date" means 8:00 a.m. Calgary time on August 1, 2001; (b) "AFE's" means authority for expenditure, unit budget, mail ballot or cash call or any other approval given by the holder of working interest in the Lands or related tangible property to conduct an operation, create or incur a financial obligation or accept a risk; (c) "Assets" means the Petroleum and Natural Gas Rights, the Miscellaneous Interests and the Tangibles; (d) "Business Day" means any day upon which the parties hereto are open for normal business in Calgary, Alberta; (e) "Closing Date" means the _____ day of August, 2001 or such other date which the parties hereto may agree to; (f) "Dollar" and "$" mean a dollar of lawful money of Canada; (g) "Environmental Liabilities" means any and all environmental damage, contamination or other environmental problem pertaining to the Assets, whether or not caused by a breach of applicable governmental regulations, including, without limitation, any matters related to surface, underground, air, groundwater or surface water contamination, the abandonment or plugging of any Well or Wells, the restoration or reclamation of any part of the Assets, or the removal of or failure to remove any foundations, structures or equipment from the Lands; (h) "GST" means the goods and services tax administered pursuant to the Excise Tax Act (Canada);

(i) "Lands" means the lands set forth and described under the title "Lands" in Schedule "A" and includes the Petroleum Substances underlying such lands subject to such limitations as to geological formations and Petroleum Substances as may appear in Schedule "A"; (j) "Leases" means collectively the leases, reservations, permits, licenses or other documents of title set forth and described under the title "Leases" in Schedule "A" by virtue of which the holder thereof is entitled to explore for, drill for, win, take or remove the Petroleum Substances within, upon or under the Lands (or any replacement thereof or renewals thereof or leases derived therefrom), but only insofar as the same relate to the Lands; (k) "Miscellaneous Interests" means an undivided thirty (30.0%) percent interest held by Vendor in and to all property, assets and rights (other than the Petroleum and Natural Gas Rights and the Tangibles) pertaining to, but only to the extent they pertain to, the Petroleum and Natural Gas Rights, the Tangibles or any lands with which the Lands have been pooled or unitized, including, without limitation, the interest in the following: (i) all contracts, agreements, books, records and documents relating directly to the Petroleum and Natural Gas Rights and the Tangibles and any rights in relation thereto; (ii) all subsisting rights to enter upon, use and occupy the surface of any of the Lands or any lands upon which the Tangibles are located or lands which are used to gain access to any of the foregoing; (iii) all subsisting rights to carry out operations relating to the Lands or the Tangibles and, without limitation, all easements and Well, pipeline and other permits, licences and authorizations; (iv) all geological, engineering and other reports prepared for the joint account, i.e., prepared for all working interest owners, but not any other reports or interpretations or any other geophysical or geological data; (l) "Notice" has the meaning ascribed to it in subclause 6.5(b); (m) "Permitted Encumbrances" means: (i) easements, rights of way, servitudes and other similar rights in land including, without limitation, rights of way and servitudes for highways and other roads, railways, sewers, drains, gas and oil pipelines, gas and water mains, electric light, power, telephone, telegraph or cable television conduits, poles, towers, wires and cables; (ii) the right reserved to or vested in any government or other public authority by the terms of any grant, permit or statutory provision to terminate any Leases or to require annual or other periodic payments as a condition of the continuance thereof; (iii) liens imposed by statute securing the payment of taxes or assessments which are not due or the validity of which is being contested in good faith by Vendor; (iv) taxes on Petroleum Substances (excluding income taxes and goods and services taxes) or the revenue therefrom and requirements imposed by statutes or governmental boards, tribunals or authorities concerning rates of production from operations on any of the Lands or otherwise affecting recoverability of Petroleum Substances from the Lands and which are generally applicable to the oil and gas industry in Alberta; 2

(v) rights reserved to or vested in any municipality or governmental, statutory or public authority to control or regulate any of the Assets in any manner; (vi) undetermined or inchoate liens (including, without limitation, processors', operators' and similar liens) incurred or created as security in favour of the person conducting the operation of any of the Assets arising in the ordinary course of business for Vendor's proportionate share of the costs and expenses of such operations in respect of such costs which are not due or delinquent at the relevant time;

(i) "Lands" means the lands set forth and described under the title "Lands" in Schedule "A" and includes the Petroleum Substances underlying such lands subject to such limitations as to geological formations and Petroleum Substances as may appear in Schedule "A"; (j) "Leases" means collectively the leases, reservations, permits, licenses or other documents of title set forth and described under the title "Leases" in Schedule "A" by virtue of which the holder thereof is entitled to explore for, drill for, win, take or remove the Petroleum Substances within, upon or under the Lands (or any replacement thereof or renewals thereof or leases derived therefrom), but only insofar as the same relate to the Lands; (k) "Miscellaneous Interests" means an undivided thirty (30.0%) percent interest held by Vendor in and to all property, assets and rights (other than the Petroleum and Natural Gas Rights and the Tangibles) pertaining to, but only to the extent they pertain to, the Petroleum and Natural Gas Rights, the Tangibles or any lands with which the Lands have been pooled or unitized, including, without limitation, the interest in the following: (i) all contracts, agreements, books, records and documents relating directly to the Petroleum and Natural Gas Rights and the Tangibles and any rights in relation thereto; (ii) all subsisting rights to enter upon, use and occupy the surface of any of the Lands or any lands upon which the Tangibles are located or lands which are used to gain access to any of the foregoing; (iii) all subsisting rights to carry out operations relating to the Lands or the Tangibles and, without limitation, all easements and Well, pipeline and other permits, licences and authorizations; (iv) all geological, engineering and other reports prepared for the joint account, i.e., prepared for all working interest owners, but not any other reports or interpretations or any other geophysical or geological data; (l) "Notice" has the meaning ascribed to it in subclause 6.5(b); (m) "Permitted Encumbrances" means: (i) easements, rights of way, servitudes and other similar rights in land including, without limitation, rights of way and servitudes for highways and other roads, railways, sewers, drains, gas and oil pipelines, gas and water mains, electric light, power, telephone, telegraph or cable television conduits, poles, towers, wires and cables; (ii) the right reserved to or vested in any government or other public authority by the terms of any grant, permit or statutory provision to terminate any Leases or to require annual or other periodic payments as a condition of the continuance thereof; (iii) liens imposed by statute securing the payment of taxes or assessments which are not due or the validity of which is being contested in good faith by Vendor; (iv) taxes on Petroleum Substances (excluding income taxes and goods and services taxes) or the revenue therefrom and requirements imposed by statutes or governmental boards, tribunals or authorities concerning rates of production from operations on any of the Lands or otherwise affecting recoverability of Petroleum Substances from the Lands and which are generally applicable to the oil and gas industry in Alberta; 2

(v) rights reserved to or vested in any municipality or governmental, statutory or public authority to control or regulate any of the Assets in any manner; (vi) undetermined or inchoate liens (including, without limitation, processors', operators' and similar liens) incurred or created as security in favour of the person conducting the operation of any of the Assets arising in the ordinary course of business for Vendor's proportionate share of the costs and expenses of such operations in respect of such costs which are not due or delinquent at the relevant time; (vii) mechanics', builders' or materialmans liens in respect of services rendered or goods supplied, but only insofar

(v) rights reserved to or vested in any municipality or governmental, statutory or public authority to control or regulate any of the Assets in any manner; (vi) undetermined or inchoate liens (including, without limitation, processors', operators' and similar liens) incurred or created as security in favour of the person conducting the operation of any of the Assets arising in the ordinary course of business for Vendor's proportionate share of the costs and expenses of such operations in respect of such costs which are not due or delinquent at the relevant time; (vii) mechanics', builders' or materialmans liens in respect of services rendered or goods supplied, but only insofar as such liens relate to goods or services for which payment is not due or the validity of which is being diligently contested by or on behalf of Vendor; (viii) the reservations, limitations, provisos and conditions in any original grants from the Crown of any of the Lands or interests therein and statutory exceptions to title; (ix) penalties which are disclosed in Schedule "A" and which have arisen under operating procedures or similar agreements as a consequence of elections by Vendor at the relevant time not to participate in operations on the Lands to which the penalty applies; (x) liens or security incurred, created or granted in the ordinary course of business to a public utility, municipality or governmental authority in connection with operations pertaining to the Assets; and (xi) all royalty burdens (including lessor's royalties), liens, adverse claims and encumbrances described in Schedule "A"; (n) "Petroleum and Natural Gas Rights" means the entire undivided right, title, estate and interest of Vendor described in Schedule "A" in respect of the Leases and the Lands (including working interests, royalty interests or any other interests of the Vendor); (o) "Petroleum Substances" means petroleum, natural gas and all related hydrocarbons, including, without limitation, all liquid hydrocarbons, and all other substances, whether liquids, gases or solids and whether hydrocarbon or not (except coal but including sulphur), produced in association with such petroleum, natural gas or related hydrocarbons, the rights which are granted by the Leases; (p) "Prime Rate" means a rate of interest per annum equal to the annual rate of interest which is announced from time to time by The Bank of Nova Scotia, Calgary, Alberta, as a reference rate used for determining interest rates on Canadian dollar loans to its most credit worthy customers; (q) "Production Sales Contracts" means those contracts for the sale of Petroleum Substances produced from the Lands, or lands with which the Lands have been pooled or unitized, not terminable on thirty (30) days notice or less, as set forth on Schedule "A"; (r) "Rights of First Refusal" means a right of first refusal, pre-emptive right of purchase or similar right whereby any party has the right to acquire or purchase all or a portion of the Assets as a consequence of this agreement or the transactions set forth herein; (s) "Security Interest" means any assignment by way of security, mortgage, pledge, charge, lien or other security interest whatsoever, however created or arising, whether absolute, contingent, fixed or floating, perfected or not; 3

(t) "Take or Pay Obligations" means the outstanding obligations of Vendor arising in connection with payments made to Vendor, or its predecessors in interest, under or in respect of gas purchase contracts or other contracts for the sale of Petroleum Substances, which payments were made in lieu of or in consequence of the buyers under such contracts not taking delivery of Petroleum Substances or in consideration of future deliveries of Petroleum Substances and which obligations include obligations to deliver Petroleum Substances after the Closing Date or to repay such payments after the Closing date;

(t) "Take or Pay Obligations" means the outstanding obligations of Vendor arising in connection with payments made to Vendor, or its predecessors in interest, under or in respect of gas purchase contracts or other contracts for the sale of Petroleum Substances, which payments were made in lieu of or in consequence of the buyers under such contracts not taking delivery of Petroleum Substances or in consideration of future deliveries of Petroleum Substances and which obligations include obligations to deliver Petroleum Substances after the Closing Date or to repay such payments after the Closing date; (u) "Tangibles" means an undivided thirty (30.0%) interest held by Vendor in and to: (i) all tangible depreciable property and assets which are situate in, on or about the Lands, or lands with which the Lands have been pooled or unitized, or appurtenant thereto and which are used in connection with production, gathering, processing, injection, removal, transmission or treatment of Petroleum Substances or operations thereon or relative thereto or appurtenant to or used in connection with the Wells, but excluding equipment beyond the point of entry into a gathering system, plant or other facility; and (ii) all Wells; and (v) "Wells" means all producing, shut-in, suspended, abandoned, water source or injection wells located on the Lands or any lands which have been pooled or unitized therewith, including the wellbores and casing therein, as provided on Schedule "A". 1.2 Schedules and Exhibits The following schedules (the "Schedules") are attached to, form part of, and are incorporated in this agreement: Schedule "A" - Lands, Leases, Vendor's Interest, Permitted Encumbrances, Wells and AFE's. 1.3 Headings The headings of the clauses of this agreement and the Schedules are inserted for convenience of reference only and shall not affect the meaning, interpretation or construction thereof. 1.4 Included Words In this agreement, words importing the singular include the plural and vice versa, and words importing one gender include other genders and words importing individuals shall also include firms and corporations and vice versa, as the context may require. 1.5 References Except as otherwise provided for herein, "this agreement", "hereto", "herein", "hereof", "hereby", "hereunder" and similar expressions refer to this agreement in its entirety and not to any particular clause, subclause, paragraph or other portion thereof. Unless otherwise specified herein, reference to a clause, subclause or a paragraph refer to a clause, subclause or paragraph of the body of this agreement. 1.6 Conflicts Whenever any term or condition, whether express or implied, of any Schedule conflicts with or is at variance with any term or condition of the body of this agreement, the latter shall prevail. 4 1.7 Statutory References Any reference herein to a statute shall include and shall be deemed to be a reference to such statute and to the regulations made pursuant thereto, and all amendments made thereto and in force from time to time, and to any statute or regulation that may be passed which has the effect of supplementing or superseding the statute so referred to or the regulations made pursuant thereto.

1.7 Statutory References Any reference herein to a statute shall include and shall be deemed to be a reference to such statute and to the regulations made pursuant thereto, and all amendments made thereto and in force from time to time, and to any statute or regulation that may be passed which has the effect of supplementing or superseding the statute so referred to or the regulations made pursuant thereto. 1.8 Invalidity of Provisions If any of the provisions of this agreement should be determined to be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions herein shall not in any way be affected or impaired thereby. 1.9 Knowledge or Awareness Where in this agreement a representation, warranty or certificate is made on the basis of knowledge or awareness of a party hereto, such knowledge or awareness consists only of the actual knowledge or awareness, as the case may be, of the officers and employees of such party (after having made reasonable enquiry of such party's files relating to the Assets), and does not include knowledge and awareness of any other person or persons. ARTICLE 2 SALE AND CONVEYANCE 2.1 Sale and Conveyance In consideration of the payment to Vendor by Purchaser of the Purchase Price, Vendor hereby sells, assigns, transfers, conveys and sets over unto Purchaser the Assets, and Purchaser hereby purchases and accepts directly from Vendor, the Assets, to have and hold the same, together with all benefit and advantage to be derived therefrom, subject to and in accordance with the terms of this agreement. Subject to all other provisions of this agreement, title to, possession of beneficial ownership of and risk in respect of the Assets shall be passed to the Purchaser on the date hereof. 2.2 Purchase Price The purchase price paid by Purchaser to Vendor for the Assets shall be, subject to adjustments as herein provided, One Million Six Hundred Thirty Seven Thousand and One Dollar and Ninety Cents ($1,637,001.90) in the form of a bank draft or certified cheque in Canadian Dollars (the "Purchase Price"). Vendor hereby acknowledges receipt of the Purchase Price, and $13,720.03 (7% of the portion of the Purchase Price allocated to Tangibles in respect of the Goods and Service Tax ("GST") payable by the Purchaser with respect to the purchase of the Assets pursuant thereto). The Vendor shall remit the GST to the appropriate governmental agency. The GST registration number of Vendor is R892642893. 2.3 Allocation of Purchase Price The Purchase Price shall be paid, allocated and attributed by Vendor and Purchaser as follows: (a) to the Petroleum and Natural Gas Rights $784,001.52 (b) to the Miscellaneous Interests $ 1.00 (c) to the Tangibles $195,999.38 $980,001.90 2.4 Payment of AFE's The Purchaser hereby pays to the Vendor its proportionate share of the following capital expenditures, which proportionate share is set forth below (the "Additional Amounts"): 5
(a) Westlinks AFE No. 40081 (re: 10-36-033-25 W3 well water disposal)(allocated to Petroleum and Natural Gas Rights for Purchaser) $ 19,500.00

(a)

(b)

(c)

Westlinks AFE No. 40081 (re: 10-36-033-25 W3 well water disposal)(allocated to Petroleum and Natural Gas Rights for Purchaser) Westlinks AFE No. 80011 (re: construct central gathering & treating Facility at 09-36-033-25 W3M)(allocated to Tangibles for Purchaser) Drill, Complete and Equip five (5) wells ($375,000/ well)

$ 19,500.00

$ 75,000.00

$562,500.00 ----------$657,000.00 ===========

Vendor hereby acknowledges receipt of the Additional Amounts. 2.5 Cost overruns or underruns incurred in the operations outlined in: (a) Subclause 2.4 (a) will be booked as a drilling expense subject to Canadian Development Expense for the Vendor and Purchaser and the Purchaser will receive its proportionate share of any such overun or underrun; and (c) Subclause 2.4 (b) will be booked as undepreciated capital cost subject to Capital Cost Allowance and the Purchaser will receive its proportionate share of any such overrun or underrun. 2.6 The costs outlined in subclause 2.4 (c) will be booked as a drilling expense subject to Canadian Development Expense for the Vendor and the Purchaser. ARTICLE 3 APPORTIONMENTS 3.1 Apportionments (a) Except as provided below in this clause 3.1 the net amount of all benefits and obligations of every kind and nature relating to the operation of the Assets and accruing in respect of the Assets including, without limitation, mineral and surface lease rentals, property taxes, maintenance, development, capital and operating costs, the proceeds from the sale of production, royalties and revenues from processing and transportation fees charged to third parties (other than income taxes), shall be apportioned between Vendor and Purchaser as of the Adjustment Date on an accrual basis using generally accepted accounting principles. (b) Proceeds (net of royalties) from the sale of Petroleum Substances attributable to the Petroleum and Natural Gas Rights produced between the Agjustment Date and the Closing Date shall be for the account of Purchaser. Purchaser shall be obligated to pay royalties on all Petroleum Substances which are not beyond the wellhead on the Closing Date. (c) Without limiting subclause 3.1(a), in the apportionment hereunder Vendor shall receive credit from Purchaser for an amount equal to all unexpended cash call advances, operating funds, and similar advances by Vendor to operators in respect of the Assets. All such funds and advances, in cases where Vendor is the operator of a joint venture, shall be refunded by Vendor to the applicable joint venture parties. (d) No later than two days before the Closing Date the Vendor shall deliver to the Purchaser a written interim statement of all adjustments and payments to be made pursuant to the provisions of the Agreement and shall make available to representatives of the Purchaser all information necessary for such representatives to understand and confirm the calculations in such statement. The Vendor and the Purchaser shall co-operate in settling and agreeing to the amounts of the adjustments and payments to be made pursuant to the provisions hereof on an interim basis and the amounts so agreed shall be employed for the purposes of Closing. (e) To the extent reasonably possible, a final accounting of all apportionments pursuant to this clause 3.1 shall be carried out within one hundred and twenty (120) days following the 6

Closing Date. Purchaser shall pay to Vendor, or Vendor shall pay to Purchaser, as the case may be, the net cash amount owing in respect of the apportionments under this clause 3.1 as specified in the final accounting within thirty (30) days of completion of the accounting. Any apportionments occurring more than one hundred and twenty (120) days after the Closing Date which may become necessary shall be apportioned as they occur and payment shall be made with respect thereto within thirty (30) days of each such apportionment being agreed upon. All overdue payments hereunder shall be payable with interest calculated at the Prime Rate plus one percent (1.0%). (f) The parties to the agreement foresee that certain adjustments will be necessary from time to time after the one hundred and twenty (120) day period referred to in Subclause 3.1(e) of this Appendix. Subject to subclause 3.1 (g), these adjustments shall not be made without a party hereto giving written notice, but no later than one (1) year after Closing Date, to the other party hereto requesting an adjustment. Each of the parties hereto agrees to co-operate in calculating and confirming the amount of any payment as may be necessary as a result thereof and agrees to make payment in the event of becoming obliged thereby to make payment. (g) Adjustments resulting from joint venture audits, royalty audits or thirteen (13) month adjustments which are outstanding at Closing Date or that occur after Closing Date shall be made as they occur in accordance with the provisions of the governing agreements or existing legislation. Such adjustments shall be received or paid by the party entitled thereto or obliged thereby. (h) GST shall be payable with respect to subclause 3.1(c) and shall also be applied to other apportionments where required by law and paid accordingly by the applicable party hereto. (i) If the parties cannot agree as to the accounting provided for in this Article, the matter may be referred to arbitration by either party for determination in accordance with the Arbitration Act of Alberta, except that the arbitration shall not be limited to the schedule of fees provided therein. ARTICLE 4 REPRESENTATIONS AND WARRANTIES 4.1 Representations and Warranties of Vendor Vendor hereby represents and warrants to Purchaser that: (a) Corporate Standing: it is a corporation duly organized, validly subsisting and in good standing under the laws of its jurisdiction of incorporation and is authorized to carry on business in the Province of Saskatchewan; (b) Corporate Authority: it has all requisite power and authority to enter into this agreement and to perform its obligations under this agreement; (c) Execution and Enforceability of Documents: this agreement has been duly authorized by any and all requisite corporate, shareholders' and directors' actions, has been duly executed and delivered by Vendor and constitutes a legal, valid, binding and enforceable obligation of Vendor; (d) No Conflicts: the consummation by Vendor of the transactions contemplated herein will not, in any material respects, violate or conflict with any of the constating documents, by-laws or governing documents of Vendor or any provision of any material agreement or instrument to which Vendor is party or by which Vendor or the Assets is bound, or any judgment, decree, order, statute, rule or regulation applicable to Vendor or the Assets; 7

(e) Canadian Resident: it is not a non-resident of Canada within the meaning of the Income Tax Act (Canada); (f) Title: although it does not warrant title to the Assets and except for Permitted Encumbrances: (i) it has done no act or thing and is aware of no circumstance, matter or thing whereby any of the Assets may be cancelled or determined and the Assets are free and clear of any and all encumbrances and Security Interests;

(e) Canadian Resident: it is not a non-resident of Canada within the meaning of the Income Tax Act (Canada); (f) Title: although it does not warrant title to the Assets and except for Permitted Encumbrances: (i) it has done no act or thing and is aware of no circumstance, matter or thing whereby any of the Assets may be cancelled or determined and the Assets are free and clear of any and all encumbrances and Security Interests; (ii) none of the Petroleum and Natural Gas Rights are subject to reduction or conversion by reference to payout of any well or otherwise other than as set forth in Schedule "A"; and (iii) subject to the rents, covenants, conditions and stipulations in the Leases and any other agreements pertaining to the Assets and on the lessee's or holder's part thereunder to be paid, performed and observed, Purchaser may enter into and upon, hold and enjoy the Assets for the residue of the respective terms of the Leases, such other agreement relating to the Assets and all renewals or extensions thereof as to the interests hereunder assigned for Purchaser's own use and benefit without any interruption of or by Vendor or any other person whomsoever claiming by, through or under Vendor; (g) No Knowledge of Defaults: it has no knowledge of, nor has it been informed of, any default or notice of default relating to the Assets, or any of them; (h) Finders' Fees: Vendor has not incurred any obligation or liability, contingent or otherwise, for brokers' or finders' fees in respect of this transaction for which Purchaser shall have any obligation or liability; (i) No Lawsuits or Claims: there are no material claims, proceedings, actions, lawsuits, administrative proceedings or governmental investigations in existence, contemplated or threatened against or with respect to the Assets; (j) Payment of Taxes: to the best of Vendor's knowledge, all rentals, royalties and all ad valorem, property, production, severance and similar taxes and assessments based on or measured by the ownership of the Assets or the production of Petroleum Substances from the Lands or the receipt of proceeds therefrom payable by Vendor prior to the Effective Date and for all prior years have been properly paid and discharged; (k) Compliance: Vendor has complied with, performed, observed and satisfied all material terms, conditions, obligations and liabilities which have heretofore arisen and were the obligations of Vendor under any of the provisions of any agreement affecting the Assets or any then existing statute, order, writ, injunction or decree of any governmental agency or court relating to the Assets; (l) Documents: it has made all reasonable inquiries and searches for material documents and information, it has delivered or made available to Purchaser all documents, instruments, records and books relevant to Vendor's title to the Lands and the Leases and in its possession or to which it has reasonable access; (m) Worker's Compensation: the Workers' Compensation Board of Saskatchewan does not possess and is not entitled to a charge on or a lien against the Assets or any of them created directly by Vendor; (n) AFEs: there are no authorizations for expenditure or other financial commitments with respect to the Assets except as set forth on Schedule "A"; 8

(o) Production Sales Contracts: there are no Production Sales Contracts for the sale of Petroleum Substances produced from the Lands not terminable on thirty (30) days notice or less; (p) Operations: all operations relating to the Assets have been conducted in accordance with good oilfield practice and all then existing laws, regulations and directives and to the best of Vendor's knowledge, it has not received any notice of the occurrence of a material violation, and is not aware that any material violation is occurring or has occurred, in respect of operations relating to the Assets; (q) Environmental: to the best of Vendor's knowledge, it is not aware of and has not received:

(o) Production Sales Contracts: there are no Production Sales Contracts for the sale of Petroleum Substances produced from the Lands not terminable on thirty (30) days notice or less; (p) Operations: all operations relating to the Assets have been conducted in accordance with good oilfield practice and all then existing laws, regulations and directives and to the best of Vendor's knowledge, it has not received any notice of the occurrence of a material violation, and is not aware that any material violation is occurring or has occurred, in respect of operations relating to the Assets; (q) Environmental: to the best of Vendor's knowledge, it is not aware of and has not received: (i) any claims, orders or directives which relate to environmental matters or Environmental Liabilities and which require any work, repairs, construction or capital expenditures with respect to the Assets, where such orders or directives have not been complied with in all material respects; or (ii) any claim, demand or notice issued with respect to the breach of any environmental, health or safety law applicable to the Assets, including without limitation, respecting the use, storage, treatment, transportation or disposition of environmental contaminants, which demand or notice remains outstanding on the date hereof; (r) Area of Mutual Interest: the Assets are not subject to an agreement which provides for an area of mutual interest; (s) Take or Pay Obligations: the Assets are not subject to any outstanding Take or Pay Obligations; and (t) Rights of First Refusal: as of the Closing Date there are no rights of first refusal relating to the Assets. 4.2 Limitation of Representations and Warranties (a) Vendor makes no representations or warranties except as expressly set forth in clause 4.1 and in particular, and without limiting the generality of the foregoing, Vendor hereby negates any representations or warranties, whether contained in any information memorandum or otherwise, except for those set forth above in this clause, with respect to: (i) the quality, quantity or recoverability of Petroleum Substances within or under the Lands or any lands pooled therewith; (ii) the value of the Assets or the future cash flow therefrom; and (iii) the quality, condition, fitness or merchantability of any tangible, depreciable equipment or property, interests in which are comprised in the Assets. (b) Except to the extent that it has relied upon the representations and warranties contained in clause 4.1, Purchaser acknowledges and confirms that it has performed its own due diligence and it has not relied on any data, information or advice from the Vendor, its officers, directors, agents, consultants and advisors with respect to any or all of the matters specifically enumerated in subclause 4.2(a) in connection with the purchase of the Assets pursuant hereto. 4.3 Representations and Warranties of Purchaser Purchaser hereby represents and warrants to Vendor that: 9

(a) Corporate Standing: Purchaser is a body corporate duly organized and validly existing under the laws of the jurisdiction of its formation, is authorized or is taking steps to be authorized to carry on business in all jurisdictions in which the Assets are located and has good right, full power and absolute authority to purchase the interest of Vendor in and to the Assets according to the true intent and meaning of this agreement;

(a) Corporate Standing: Purchaser is a body corporate duly organized and validly existing under the laws of the jurisdiction of its formation, is authorized or is taking steps to be authorized to carry on business in all jurisdictions in which the Assets are located and has good right, full power and absolute authority to purchase the interest of Vendor in and to the Assets according to the true intent and meaning of this agreement; (b) Corporate Authority: Purchaser has taken all necessary corporate actions and has all requisite power and authority to enter into this agreement and to purchase and pay for the Assets on the terms described herein and to perform all other obligations of Purchaser under this agreement; (c) No Conflicts: the consummation by Purchaser of the transactions contemplated by this agreement will not, in any material respect, violate or conflict with, any of the constating documents, by-laws or governing documents of Purchaser or any provision of any material agreement or instrument to which Purchaser is a party or is bound, or any judgment, decree, order, statute, rule or regulation applicable to Purchaser; (d) Execution and Enforceability of Documents: this agreement has been duly executed and delivered by Purchaser and it constitutes a legal, valid, binding and enforceable obligation of Purchaser; (e) Finders' Fees: it has not incurred any liability, contingent or otherwise, for brokers' or finders' fees in respect of this transaction for which the Vendor shall have any responsibility; and (f) Investment Canada: the Purchaser is a "non-Canadian" under the Investment Canada Act. 4.4 No Merger The representations and warranties set forth in clauses 4.1 and 4.3 shall be deemed to apply, as applicable, to all assignments, conveyances, transfers and documents conveying the Assets from Vendor to Purchaser and there shall not be any merger of any representation or warranty in such assignments, transfers or documents notwithstanding any rule of law, equity or statute to the contrary and all such rules are hereby waived. ARTICLE 5 INDEMNITY 5.1 General Indemnity Subject to clause 5.3, Vendor shall be liable for, and shall indemnify Purchaser from and against, all actions, causes of action, losses, costs, claims, damages, expenses or liabilities suffered, sustained, paid or incurred by Purchaser pertaining to the Assets and occurring or arising prior to the Closing Date and Purchaser shall be liable for and shall indemnify Vendor from and against all actions, causes of action, losses, costs, claims, damages, expenses or liabilities suffered, sustained, paid or incurred by Vendor pertaining to the Assets and occurring subsequent to the Closing Date, excepting, in each case, to the extent that such liabilities are reimbursed by insurance, are caused by the negligence or wilful misconduct of the party claiming indemnity or are apportioned pursuant to clause 3.1. Such indemnities shall be deemed to apply to all assignments, transfers, conveyances, novations and other documents conveying the Assets from Vendor to Purchaser notwithstanding the actual terms thereof. Such indemnities shall extend to reasonable legal costs on a solicitor and client basis. Nothing contained in this clause shall: (i) impose any liability on Vendor for damages for consequential business loss or loss of value suffered by Purchaser or its successors and assigns; or 10

(ii) impose any liability on any party for the income tax liabilities of any other party. 5.2 Environmental Indemnity Notwithstanding anything herein contained to the contrary, the parties agree that Purchaser shall be liable for, and shall indemnify and hold Vendor harmless from and against any claims, demands, actions or proceedings

(ii) impose any liability on any party for the income tax liabilities of any other party. 5.2 Environmental Indemnity Notwithstanding anything herein contained to the contrary, the parties agree that Purchaser shall be liable for, and shall indemnify and hold Vendor harmless from and against any claims, demands, actions or proceedings pertaining to Environmental Liabilities brought by or on behalf of any person against Vendor and applicable to the Assets, and for all losses, damages, payments, costs and expenses (including but not limited to reasonable legal costs on a solicitor and client basis) arising out of or in any way pertaining to Environmental Liabilities and applicable to the Assets, regardless of when the claim, demand, action or proceeding (or if applicable the relevant cause of action) or such loss, damage, payment, cost or expense arose, relates to or otherwise applies. 5.3 Limitation of Claims In the absence of fraud, no claim in respect of the covenants, representations and warranties contained in this agreement shall be made or be enforceable whether by legal proceedings, indemnification pursuant to clause 5.1 or otherwise howsoever unless Notice of such claim is given by the claimant to the other party within the period of one (1) year from the Closing Date and unless the claimant relied upon the particular covenants, representation and warranties outlined in the claim. 5.4 Notice of Claims If, after the Closing Date, a claim is asserted in circumstances which do or may give rise to an indemnity under this Article 5, the party against whom the claim is asserted shall forthwith give Notice thereof to the party required to indemnify and such parties shall consult and cooperate in respect thereof and in determining whether the claim and any legal proceedings relating thereto should be resisted, compromised or settled. Each party shall make available to the other all information in its possession or to which it has access which is or may be relevant to the particular claim. Purchaser shall provide Vendor with reasonable access to the Lands and Tangibles to which the claim relates to the extent reasonably necessary in connection with the claim. No such claim shall be settled or compromised without the written consent of the indemnifying party hereunder, which consent shall not be unreasonably withheld. If any such claim relates exclusively to a period prior to or after the Closing Date, as the case may be, Vendor or Purchaser respectively shall have exclusive conduct of the claim and all legal proceedings relating thereto, unless otherwise agreed to in writing. ARTICLE 6 GENERAL 6.1 Further Assurances Hereafter as may be necessary and without further consideration, the parties hereto shall execute, acknowledge and deliver such other documents, novations, instruments and agreements and shall do such other things as may be necessary to carry out their respective obligations under this agreement or the laws and regulations applicable to the transaction contemplated herein. Without limiting the generality of the foregoing, the Purchaser covenants that it shall comply with the requirements of the Investment Canada Act. 11 6.2 Subordination of Ancillary Documents All documents executed by the Parties and delivered pursuant to the provisions of this Agreement are subordinate to the provisions hereof and the provisions hereof shall govern and prevail in the event of conflict. 6.3 Governing Law This agreement shall, in all respects, be subject to and be interpreted, construed and enforced in accordance with the laws in effect in the Province of Alberta. Each party hereto accepts the jurisdiction of the courts of the Province of Alberta and all courts of appeal therefrom.

6.2 Subordination of Ancillary Documents All documents executed by the Parties and delivered pursuant to the provisions of this Agreement are subordinate to the provisions hereof and the provisions hereof shall govern and prevail in the event of conflict. 6.3 Governing Law This agreement shall, in all respects, be subject to and be interpreted, construed and enforced in accordance with the laws in effect in the Province of Alberta. Each party hereto accepts the jurisdiction of the courts of the Province of Alberta and all courts of appeal therefrom. 6.4 Time Time shall be of the essence in this agreement. 6.5 Addresses (a) The address for Notices of each of the parties hereto shall be as follows:
Vendor: WESTLINKS RESOURCES LTD. 2600, 500 - 4th Avenue SW Calgary, Alberta T2P 2V6 Attention: President -------------------Fax : (403) 294-1197 Purchaser: NUWAY RESOURCES OF CANADA, LTD. c/o Macleod Dixon LLP Barristers & Solicitors 3700, 400 - 3rd Avenue SW Calgary, Alberta T2P 4H2 Attention : Mary Lou McDonald ----------------------------Fax : (403) 264-5973

(b) All notices, communications and statements (hereinafter called "Notices") required, permitted or contemplated hereunder shall be in writing, and shall be deemed to be sufficiently given and received if: (i) personally served on the other party by delivery during the normal business hours of the recipient at the addresses set forth above (personally served Notices shall be deemed received by the addressee when actually delivered); or (ii) by telefax (or by any other like method by which a written or recorded message may be sent) directed to the party on whom they are to be served at that party's fax number set forth above and such Notices so served shall be deemed to have been received by the addressee thereof when actually received by it if received within the normal working hours of a Business Day, or, if received outside the normal working hours of a Business Day, at the commencement of the next ensuing Business Day following transmission thereof. (c) Either of the parties hereto may from time to time change its address for service herein by giving Notice to the other. 6.6 Prior Agreements and Amendments This agreement supersedes and replaces any and all prior agreements between the parties hereto relating to the sale and purchase of the Assets and may be amended only by written instrument signed by the parties hereto. 6.7 Entire Agreement

This instrument states the entire agreement between the parties hereto. 12
6.8 Enurement --------This agreement shall be binding upon and shall enure to the benefit of the parties hereto and their respective trustees, receivers, receiver-managers, successors and permitted assigns. 6.9 Waivers ------No waiver by any party hereto shall be effective unless in writing and a waiver shall only affect the matter, and the occurrence thereof, specifically identified in the writing granting such waiver and shall not extend to any other matter or occurrence. 6.10 Substitution and Subrogation ---------------------------To the extent that the same is possible, the Vendor shall convey the Assets to the Purchaser with full right of substitution and subrogation of the Purchaser in and to all covenants, representations and warranties by others heretofore given or made in respect of the Assets or any part thereof. 6.11 Counterpart Execution --------------------This agreement may be executed in as many counterparts as are necessary and all executed counterparts together shall constitute one agreement. A valid and binding contract shall arise if and when counterpart execution pages are executed and delivered by each of the parties to the other. Delivery may occur via facsimile with the original counterpart execution page being delivered by each party to the other immediately following closing.

IN WITNESS WHEREOF the parties hereto have executed this agreement as of the date first written above. WESTLINKS RESOURCES LTD. Per: Per: NUWAY RESOURCES OF CANADA, LTD. Per: Per: 13

SCHEDULE "A" This is Schedule "A" to a Sale and Conveyance Agreement made the ____ day of August, 2001 between Westlinks Resources Ltd., as Vendor, and NuWay Resources of Canada, Ltd., as Purchaser. Area: Superb, Saskatchewan Lands, Leases and Vendor's Interest
Lands (Rights Held) Vendor's Interest Being Assigned Permitted Encumbrance(s)

Lease(s)

6.8

Enurement --------This agreement shall be binding upon and shall enure to the benefit of the parties hereto and their respective trustees, receivers, receiver-managers, successors and permitted assigns.

6.9

Waivers ------No waiver by any party hereto shall be effective unless in writing and a waiver shall only affect the matter, and the occurrence thereof, specifically identified in the writing granting such waiver and shall not extend to any other matter or occurrence.

6.10

Substitution and Subrogation ---------------------------To the extent that the same is possible, the Vendor shall convey the Assets to the Purchaser with full right of substitution and subrogation of the Purchaser in and to all covenants, representations and warranties by others heretofore given or made in respect of the Assets or any part thereof.

6.11

Counterpart Execution --------------------This agreement may be executed in as many counterparts as are necessary and all executed counterparts together shall constitute one agreement. A valid and binding contract shall arise if and when counterpart execution pages are executed and delivered by each of the parties to the other. Delivery may occur via facsimile with the original counterpart execution page being delivered by each party to the other immediately following closing.

IN WITNESS WHEREOF the parties hereto have executed this agreement as of the date first written above. WESTLINKS RESOURCES LTD. Per: Per: NUWAY RESOURCES OF CANADA, LTD. Per: Per: 13

SCHEDULE "A" This is Schedule "A" to a Sale and Conveyance Agreement made the ____ day of August, 2001 between Westlinks Resources Ltd., as Vendor, and NuWay Resources of Canada, Ltd., as Purchaser. Area: Superb, Saskatchewan Lands, Leases and Vendor's Interest
Lands (Rights Held) ------------Twp. 33, Rge. 24 W3M: W/2 Sec. 21 (PNG to Base Mannville) Twp. 33, Rge. 25 W3M: Sec. 36 Vendor's Interest Being Assigned -------------Undivided 30% WI Permitted Encumbrance(s) -------------Crown Sliding Scale

Lease(s) -------CR PNG PN 34,988 CR PNG

Undivided 30% WI

Crown Sliding Scale

SCHEDULE "A" This is Schedule "A" to a Sale and Conveyance Agreement made the ____ day of August, 2001 between Westlinks Resources Ltd., as Vendor, and NuWay Resources of Canada, Ltd., as Purchaser. Area: Superb, Saskatchewan Lands, Leases and Vendor's Interest
Lands (Rights Held) ------------Twp. 33, Rge. 24 W3M: W/2 Sec. 21 (PNG to Base Mannville) Twp. 33, Rge. 25 W3M: Sec. 36 (PNG to Base Mannville) Vendor's Interest Being Assigned -------------Undivided 30% WI Permitted Encumbrance(s) -------------Crown Sliding Scale

Lease(s) -------CR PNG PN 34,988 CR PNG PN 33,465

Undivided 30% WI

Crown Sliding Scale

Wells U.W.I. -----141/05-21-033-24 141/07-36-033-25 101/08-36-033-25 121/09-36-033-25 111/10-36-033-25 111/15-36-033-25 121/16-36-033-25 122/16-36-033-25 W.I.% ----30.0 30.0 30.0 30.0 30.0 30.0 30.0 30.0 Status -----SIO POil POil POil WInj POil ABD POil Producing Zone -------------Mannville Viking Superb Waseca Superb Waseca Superb Waseca Superb Waseca -Superb Waseca

W3/0 W3/0 W3/0 W3/0 W3/0 W3/0 W3/0 W3/0

Legend: POil - Producing Oil SIO - Shut in Oil ABD - Abandoned WInj - Water Injection AFE's
AFE Amount -----$ 65,000.00 Participating Interest (%) -----------30.0

AFE No. ------40081

Description ----------Funds required to cement squeeze existing perforations in the oil leg of the 10-36-033-25 W3M well ; then perforate the water leg for disposal of water produced from the 10-36 well Funds required to construct central gathering & treating facility at a location in 09-36-033-25 W3M

80011

$250,000.00

30.0

14

EXHIBIT 99.5 NOTICE OF ASSIGNMENT Superb Area, Saskatchewan Twp. 33, Rge. 24 W3M: W 21 Twp. 33, Rge. 25 W3M: 36

(General land description, for reference only)

EXHIBIT 99.5 NOTICE OF ASSIGNMENT Superb Area, Saskatchewan Twp. 33, Rge. 24 W3M: W 21 Twp. 33, Rge. 25 W3M: 36

(General land description, for reference only) WHEREAS, by agreement ("Transfer Agreement") dated August ___, 2001 Westlinks Resources Ltd., as Assignor, transferred and conveyed effective August 1, 2001 ("Transfer Date") an interest in property as more fully described below to NuWay Resources of Canada, Ltd., as Assignee; and WHEREAS, Assignor and one or more parties ("Third Party") are subject to and bound by that certain Joint Operating Agreement dated May 8, 2001 made between, by or among BreAlta Energy Inc. and Lynch Oil Ltd. as may have been amended, affecting the land or property therein described ("Master Agreement"); and WHEREAS, in accordance with the terms and provisions of the Master Agreement, Assignor and Assignee intend to serve notice to current Third Party to the Master Agreement of the transfer and conveyance as described in the Transfer Agreement. NOW THEREFORE THIS NOTICE OF ASSIGNMENT WITNESSES THAT in consideration of the mutual advantages and benefits accruing to the parties hereto, notice is hereby given, as follows: 1. Assignor: Westlinks Resources Ltd. 2. Assignee: NuWay Resources of Canada, Ltd. c/o Macleod Dixon LLP Barristers & Solicitors 3700, 400 - 3rd Avenue S.W. Calgary, Alberta T2P 4H2 Attention: Mary Lou McDonald 3. Current Third Party to Master Agreement: Lynch Oil Ltd. 4. Assigned Interest: (Check A or B below): [ ] A. Transfer Agreement covers 100% of Assignor's entire undivided right, title and interest in the Master Agreement but shall not include rights of the Assignor as operator ("Assigned Interest"); OR [X] B. Transfer Agreement covers a portion of Assignor's right, title and interest in the Master Agreement but shall not include rights of the Assignor as operator ("Assigned Interest"). In the event Alternative B is checked, the following is the legal description of all lands and interests transferred and conveyed in the Transfer Agreement (attached schedule if more space is needed):
Lands (Rights Held) ------------Twp. 33, Rge. 24 W3M: W/2 Sec. 21 (PNG to base Mannville) Vendor's Interest Being Assigned -------------Undivided 30% W.I.

Twp. 33, Rge. 25 W3M: Sec. 36 (PNG to base Mannville)

Undivided 30% W.I.

5. Subject to Clause 7 of this Notice of Assignment, Assignor and Assignee, in accordance with the terms of the Transfer Agreement, acknowledge that: (i) Assignor has transferred and conveyed the Assigned Interest to the Assignee as of the Transfer Date; and (ii) Assignee agrees to replace Assignor, on and after the Transfer Date, as a party to the Master Agreement with respect to the Assigned Interest; and (iii) Assignee agrees to be bound by and observe all terms, obligations and provisions in the Master Agreement with respect to the Assigned Interest on and after the Transfer Date. 6. Subject to the terms and provisions of the Transfer Agreement, Assignee on and after the Transfer Date: (i) discharges and releases Assignor from the observance and performance of all terms and covenants in the Master Agreement and any obligations and liabilities which arise or occur under the Master Agreement with respect to the Assigned Interest; and (ii) does not release and discharge Assignor from any obligation or liability which had arisen or accrued prior to the Transfer Date or which does not relate to the Assigned Interest. 7. Assignee and Assignor agree that in all matters relating to the Master Agreement with respect to the Assigned Interest, subsequent to the Transfer Date and prior to the Binding Date, Assignor acts as trustee for and duly authorized agent of Assignee, and Assignee, for the benefit of the Third Party, ratifies, adopts and confirms all acts or omissions of Assignor in such capacity as trustee and agent. 8. This Notice of Assignment shall become binding on all parties to the Master Agreement on the first day of the second calendar month following the month this notice is served on Third Party in accordance with the terms of the Master Agreement ("Binding Date"). In addition, Assignor and Assignee agree that they shall be solely responsible for any adjustment between themselves with respect to the Assigned Interest as to revenues, benefits, costs, obligations or indemnities which accrue prior to the Binding Date. 9. Assignor represents and certifies that this Notice of Assignment and its service are in compliance with all the terms and provisions of the Master Agreement. IN WITNESS WHEREOF this Notice of Assignment has been duly executed by the Assignor and Assignee on the date indicated for each below:
WESTLINKS RESOURCES LTD. (Assignor) NUWAY RESOURCES OF CANADA, LTD. (Assignee)

Per: -------------------------------Date: ------------------------------

Per: -------------------------------Date: ------------------------------

2

EXHIBIT 99.6 TRANSFER OF SPECIFIED UNDIVIDED

5. Subject to Clause 7 of this Notice of Assignment, Assignor and Assignee, in accordance with the terms of the Transfer Agreement, acknowledge that: (i) Assignor has transferred and conveyed the Assigned Interest to the Assignee as of the Transfer Date; and (ii) Assignee agrees to replace Assignor, on and after the Transfer Date, as a party to the Master Agreement with respect to the Assigned Interest; and (iii) Assignee agrees to be bound by and observe all terms, obligations and provisions in the Master Agreement with respect to the Assigned Interest on and after the Transfer Date. 6. Subject to the terms and provisions of the Transfer Agreement, Assignee on and after the Transfer Date: (i) discharges and releases Assignor from the observance and performance of all terms and covenants in the Master Agreement and any obligations and liabilities which arise or occur under the Master Agreement with respect to the Assigned Interest; and (ii) does not release and discharge Assignor from any obligation or liability which had arisen or accrued prior to the Transfer Date or which does not relate to the Assigned Interest. 7. Assignee and Assignor agree that in all matters relating to the Master Agreement with respect to the Assigned Interest, subsequent to the Transfer Date and prior to the Binding Date, Assignor acts as trustee for and duly authorized agent of Assignee, and Assignee, for the benefit of the Third Party, ratifies, adopts and confirms all acts or omissions of Assignor in such capacity as trustee and agent. 8. This Notice of Assignment shall become binding on all parties to the Master Agreement on the first day of the second calendar month following the month this notice is served on Third Party in accordance with the terms of the Master Agreement ("Binding Date"). In addition, Assignor and Assignee agree that they shall be solely responsible for any adjustment between themselves with respect to the Assigned Interest as to revenues, benefits, costs, obligations or indemnities which accrue prior to the Binding Date. 9. Assignor represents and certifies that this Notice of Assignment and its service are in compliance with all the terms and provisions of the Master Agreement. IN WITNESS WHEREOF this Notice of Assignment has been duly executed by the Assignor and Assignee on the date indicated for each below:
WESTLINKS RESOURCES LTD. (Assignor) NUWAY RESOURCES OF CANADA, LTD. (Assignee)

Per: -------------------------------Date: ------------------------------

Per: -------------------------------Date: ------------------------------

2

EXHIBIT 99.6 TRANSFER OF SPECIFIED UNDIVIDED INTEREST IN AGREEMENT BETWEEN: WESTLINKS RESOURCES LTD., a body corporate, having an office in the City of Calgary, in the Province of

EXHIBIT 99.6 TRANSFER OF SPECIFIED UNDIVIDED INTEREST IN AGREEMENT BETWEEN: WESTLINKS RESOURCES LTD., a body corporate, having an office in the City of Calgary, in the Province of Alberta, (hereinafter referred to as the "Transferor") - and NUWAY RESOURCES OF CANADA, LTD., a body corporate, having an office in the City of Calgary, in the Province of Alberta, (hereinafter referred to as the "Transferee") The Transferor, being the holder of an undivided 91% interest in Saskatchewan Petroleum and Natural Gas Leases numbered and dated on the attached Schedule "A", in consideration of the sum of One Dollar ($1.00) and other valuable consideration, payment of which is hereby acknowledged by the Transferor, hereby transfers unto the Transferee an undivided 30% interest in and to the said Petroleum and Natural Gas Leases. AND the Transferee hereby accepts this Transfer. AND the Post Office address of the Transferee is: NuWay Resources of Canada, Ltd. c/o Macleod Dixon LLP Barristers & Solicitors 3700, 400 - 3rd Avenue SW Calgary, Alberta T2P 4H2 Attention: Mary Lou McDonald DATED this ____ day of August, 2001.
WESTLINKS RESOURCES LTD. (Transferor) Per: -----------------------Per: -----------------------Per: ------------------------NUWAY RESOURCES OF CANADA, LTD. (Transferee) Per: -------------------------

SCHEDULE "A" Attached to and forming part of a Transfer of Specified Undivided Interest in Agreement dated August ____, 2001 made between Westlinks Resources Ltd. and NuWay Resources of Canada, Ltd.
CROWN LEASE NO. --------------LEASE DATE ---------OUR FILE NO. ------------

PN 34,988 PN 33,465

February 14, 1995 August 11, 1994

M575 M576

EXHIBIT 99.7 SALE AND CONVEYANCE AGREEMENT (Area: Altares, British Columbia) THIS AGREEMENT made the 12th day of September, 2001. BETWEEN: WESTLINKS RESOURCES LTD., a body corporate, having an office at the City of Calgary, in the Province of Alberta (hereinafter referred to as the "Vendor") - and NUWAY RESOURCES OF CANADA, LTD., a body corporate, having an office at the City of Calgary, in the Province of Alberta (hereinafter referred to as the "Purchaser") WHEREAS Vendor has agreed to sell and convey, and Purchaser has agreed to purchase and accept, on the terms and conditions hereinafter set forth, the Assets; NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises, mutual covenants, agreements and warranties hereinafter set forth and contained, the parties hereto respectively covenant and agree as follows: ARTICLE 1 INTERPRETATION 1.1 Definitions In this agreement, including the recitals, this clause and the Schedules, the following capitalized words and phrases shall have the following meanings: (a) "Adjustment Date" means 8:00 a.m. Calgary time on July 18, 2001; (b) "AFE's" means authority for expenditure, unit budget, mail ballot or cash call or any other approval given by the holder of working interest in the Lands or related tangible property to conduct an operation, create or incur a financial obligation or accept a risk; (c) "Assets" means the Petroleum and Natural Gas Rights, the Miscellaneous Interests and the Tangibles; (d) "Business Day" means any day upon which the parties hereto are open for normal business in Calgary, Alberta; (e) "Closing Date" means the 12th day of September, 2001 or such other date which the parties hereto may agree to; (f) "Combined Lands" means the Lands and the Farmout Lands; (g) "Dollar" and "$" mean a dollar of lawful money of Canada; (h) "Environmental Liabilities" means any and all environmental damage, contamination or other environmental problem pertaining to the Assets, whether or not caused by a breach of applicable governmental regulations, including, without limitation, any matters related to surface, underground, air, groundwater or surface water contamination, the abandonment or plugging of any Well or Wells, the restoration or reclamation of any part of the Assets, or the removal of or failure to remove any foundations, structures or equipment from the Combined Lands;

(i) "Farmout Agreement" means the Farmout Agreement dated February 8, 2001 made between Northstar Energy, as Farmor, and Westlinks Resources Ltd., as Farmee; (j) "Farmout Lands" means the lands set forth and described under the title "Farmout Lands" in Schedule "B" attached hereto and as described in the Farmout Agreement attached as Schedule "B" to the Participation Agreement and includes the Petroleum Substances underlying such lands subject to such limitations as to geological formations and Petroleum Substances as may appear in Schedule "B"; (k) "GST" means the goods and services tax administered pursuant to the Excise Tax Act (Canada); (l) "Lands" means the lands set forth and described under the title "Lands" in Schedule "A" and includes the Petroleum Substances underlying such lands subject to such limitations as to geological formations and Petroleum Substances as may appear in Schedule "A"; (m) "Leases" means collectively the leases, reservations, permits, licenses or other documents of title set forth and described under the title "Leases" in Schedules "A" and "B" by virtue of which the holder thereof is entitled to explore for, drill for, win, take or remove the Petroleum Substances within, upon or under the Combined Lands (or any replacement thereof or renewals thereof or leases derived therefrom), but only insofar as the same relate to the Combined Lands; (n) "Miscellaneous Interests" means an undivided twenty (20.0%) percent interest held by Vendor in and to all property, assets and rights (other than the Petroleum and Natural Gas Rights and the Tangibles) pertaining to, but only to the extent they pertain to, the Petroleum and Natural Gas Rights, the Tangibles or any lands with which the Combined Lands have been pooled or unitized, including, without limitation, the interest in the following: (i) all contracts, agreements, books, records and documents relating directly to the Petroleum and Natural Gas Rights and the Tangibles and any rights in relation thereto; (ii) all subsisting rights to enter upon, use and occupy the surface of any of the Combined Lands or any lands upon which the Tangibles are located or lands which are used to gain access to any of the foregoing; (iii) all subsisting rights to carry out operations relating to the Combined Lands or the Tangibles and, without limitation, all easements and Well, pipeline and other permits, licences and authorizations; and (iv) all geological, engineering and other reports prepared for the joint account, i.e., prepared for all working interest owners, but not any other reports or interpretations or any other geophysical or geological data; (o) "Notice" has the meaning ascribed to it in subclause 6.5(b); (p) "Participation Agreement" means the Participation Agreement dated July 17, 2001 made between Westlinks Resources Ltd., Sentra Resources Corporation and Canadian Superior Energy Inc. (q) "Permitted Encumbrances" means: (i) easements, rights of way, servitudes and other similar rights in land including, without limitation, rights of way and servitudes for highways and other roads, railways, sewers, drains, gas and oil pipelines, gas and water mains, electric light, power, telephone, telegraph or cable television conduits, poles, towers, wires and cables; 2

(ii) the right reserved to or vested in any government or other public authority by the terms of any grant, permit or statutory provision to terminate any Leases or to require annual or other periodic payments as a condition of the continuance thereof; (iii) liens imposed by statute securing the payment of taxes or assessments which are not due or the validity of which is being contested in good faith by Vendor;

(i) "Farmout Agreement" means the Farmout Agreement dated February 8, 2001 made between Northstar Energy, as Farmor, and Westlinks Resources Ltd., as Farmee; (j) "Farmout Lands" means the lands set forth and described under the title "Farmout Lands" in Schedule "B" attached hereto and as described in the Farmout Agreement attached as Schedule "B" to the Participation Agreement and includes the Petroleum Substances underlying such lands subject to such limitations as to geological formations and Petroleum Substances as may appear in Schedule "B"; (k) "GST" means the goods and services tax administered pursuant to the Excise Tax Act (Canada); (l) "Lands" means the lands set forth and described under the title "Lands" in Schedule "A" and includes the Petroleum Substances underlying such lands subject to such limitations as to geological formations and Petroleum Substances as may appear in Schedule "A"; (m) "Leases" means collectively the leases, reservations, permits, licenses or other documents of title set forth and described under the title "Leases" in Schedules "A" and "B" by virtue of which the holder thereof is entitled to explore for, drill for, win, take or remove the Petroleum Substances within, upon or under the Combined Lands (or any replacement thereof or renewals thereof or leases derived therefrom), but only insofar as the same relate to the Combined Lands; (n) "Miscellaneous Interests" means an undivided twenty (20.0%) percent interest held by Vendor in and to all property, assets and rights (other than the Petroleum and Natural Gas Rights and the Tangibles) pertaining to, but only to the extent they pertain to, the Petroleum and Natural Gas Rights, the Tangibles or any lands with which the Combined Lands have been pooled or unitized, including, without limitation, the interest in the following: (i) all contracts, agreements, books, records and documents relating directly to the Petroleum and Natural Gas Rights and the Tangibles and any rights in relation thereto; (ii) all subsisting rights to enter upon, use and occupy the surface of any of the Combined Lands or any lands upon which the Tangibles are located or lands which are used to gain access to any of the foregoing; (iii) all subsisting rights to carry out operations relating to the Combined Lands or the Tangibles and, without limitation, all easements and Well, pipeline and other permits, licences and authorizations; and (iv) all geological, engineering and other reports prepared for the joint account, i.e., prepared for all working interest owners, but not any other reports or interpretations or any other geophysical or geological data; (o) "Notice" has the meaning ascribed to it in subclause 6.5(b); (p) "Participation Agreement" means the Participation Agreement dated July 17, 2001 made between Westlinks Resources Ltd., Sentra Resources Corporation and Canadian Superior Energy Inc. (q) "Permitted Encumbrances" means: (i) easements, rights of way, servitudes and other similar rights in land including, without limitation, rights of way and servitudes for highways and other roads, railways, sewers, drains, gas and oil pipelines, gas and water mains, electric light, power, telephone, telegraph or cable television conduits, poles, towers, wires and cables; 2

(ii) the right reserved to or vested in any government or other public authority by the terms of any grant, permit or statutory provision to terminate any Leases or to require annual or other periodic payments as a condition of the continuance thereof; (iii) liens imposed by statute securing the payment of taxes or assessments which are not due or the validity of which is being contested in good faith by Vendor;

(ii) the right reserved to or vested in any government or other public authority by the terms of any grant, permit or statutory provision to terminate any Leases or to require annual or other periodic payments as a condition of the continuance thereof; (iii) liens imposed by statute securing the payment of taxes or assessments which are not due or the validity of which is being contested in good faith by Vendor; (iv) taxes on Petroleum Substances (excluding income taxes and goods and services taxes) or the revenue therefrom and requirements imposed by statutes or governmental boards, tribunals or authorities concerning rates of production from operations on any of the Combined Lands or otherwise affecting recoverability of Petroleum Substances from the Combined Lands and which are generally applicable to the oil and gas industry in British Columbia; (v) rights reserved to or vested in any municipality or governmental, statutory or public authority to control or regulate any of the Assets in any manner; (vi) undetermined or inchoate liens (including, without limitation, processors', operators' and similar liens) incurred or created as security in favour of the person conducting the operation of any of the Assets arising in the ordinary course of business for Vendor's proportionate share of the costs and expenses of such operations in respect of such costs which are not due or delinquent at the relevant time; (vii) mechanics', builders' or materialmans liens in respect of services rendered or goods supplied, but only insofar as such liens relate to goods or services for which payment is not due or the validity of which is being diligently contested by or on behalf of Vendor; (ix) the reservations, limitations, provisos and conditions in any original grants from the Crown of any of the Combined Lands or interests therein and statutory exceptions to title; (ix) penalties which have arisen under operating procedures or similar agreements as a consequence of elections by Vendor at the relevant time not to participate in operations on the Combined Lands to which the penalty applies; (xii) liens or security incurred, created or granted in the ordinary course of business to a public utility, municipality or governmental authority in connection with operations pertaining to the Assets; and (xiii) all royalty burdens (including lessor's royalties), liens, adverse claims and encumbrances described in Schedule "A" and "B"; (r) "Petroleum and Natural Gas Rights" means an undivided twenty percent (20%) right, title, estate and interest held by Vendor in respect of the Leases and the Combined Lands (including working interests, royalty interests or any other interests of the Vendor); (s) "Petroleum Substances" means petroleum, natural gas and all related hydrocarbons, including, without limitation, all liquid hydrocarbons, and all other substances, whether liquids, gases or solids and whether hydrocarbon or not (except coal but including sulphur), produced in association with such petroleum, natural gas or related hydrocarbons, the rights which are granted by the Leases; 3

(t) "Prime Rate" means a rate of interest per annum equal to the annual rate of interest which is announced from time to time by the Alberta Treasury Branches, Calgary, Alberta, as a reference rate used for determining interest rates on Canadian dollar loans to its most credit worthy customers; (u) "Production Sales Contracts" means those contracts for the sale of Petroleum Substances produced from the Combined Lands, or lands with which the Combined Lands have been pooled or unitized, not terminable on thirty (30) days notice or less as set forth on Schedule "A";

(t) "Prime Rate" means a rate of interest per annum equal to the annual rate of interest which is announced from time to time by the Alberta Treasury Branches, Calgary, Alberta, as a reference rate used for determining interest rates on Canadian dollar loans to its most credit worthy customers; (u) "Production Sales Contracts" means those contracts for the sale of Petroleum Substances produced from the Combined Lands, or lands with which the Combined Lands have been pooled or unitized, not terminable on thirty (30) days notice or less as set forth on Schedule "A"; (v) "Purchase and Option Agreement" means the Letter of Agreement dated December 6, 2000 made between Alsask Energy Services Inc. and Westlinks Resources Ltd., as amended by an agreement dated February 21, 2001; (w) "Rights of First Refusal" means a right of first refusal, pre-emptive right of purchase or similar right whereby any party has the right to acquire or purchase all or a portion of the Assets as a consequence of this agreement or the transactions set forth herein; (x) "Security Interest" means any assignment by way of security, mortgage, pledge, charge, lien or other security interest whatsoever, however created or arising, whether absolute, contingent, fixed or floating, perfected or not; (y) Take or Pay Obligations" means the outstanding obligations of Vendor arising in connection with payments made to Vendor, or its predecessors in interest, under or in respect of gas purchase contracts or other contracts for the sale of Petroleum Substances, which payments were made in lieu of or in consequence of the buyers under such contracts not taking delivery of Petroleum Substances or in consideration of future deliveries of Petroleum Substances and which obligations include obligations to deliver Petroleum Substances after the Closing Date or to repay such payments after the Closing date; (z) "Tangibles" means an undivided twenty percent (20.0%) interest held by Vendor in and to: (i) all tangible depreciable property and assets which are situate in, on or about the Combined Lands, or lands with which the Combined Lands have been pooled or unitized, or appurtenant thereto and which are used in connection with production, gathering, processing, injection, removal, transmission or treatment of Petroleum Substances or operations thereon or relative thereto or appurtenant to or used in connection with the Wells, but excluding equipment beyond the point of entry into a gathering system, plant or other facility; and (iii) all Wells; and (aa) "Wells" means all producing, shut-in, suspended, abandoned, water source or injection wells located on the Combined Lands or any lands which have been pooled or unitized therewith, including the wellbores and casing therein, as provided on Schedule "A". 1.2 Schedules and Exhibits The following schedules (the "Schedules") are attached to, form part of, and are incorporated in this agreement: Schedule "A" - Lands, Leases, Permitted Encumbrances, Wells and AFE's; and Schedule "B" - Farmout Lands. 4 1.3 Headings The headings of the clauses of this agreement and the Schedules are inserted for convenience of reference only and shall not affect the meaning, interpretation or construction thereof. 1.4 Included Words In this agreement, words importing the singular include the plural and vice versa, and words importing one gender

1.3 Headings The headings of the clauses of this agreement and the Schedules are inserted for convenience of reference only and shall not affect the meaning, interpretation or construction thereof. 1.4 Included Words In this agreement, words importing the singular include the plural and vice versa, and words importing one gender include other genders and words importing individuals shall also include firms and corporations and vice versa, as the context may require. 1.5 References Except as otherwise provided for herein, "this agreement", "hereto", "herein", "hereof", "hereby", "hereunder" and similar expressions refer to this agreement in its entirety and not to any particular clause, subclause, paragraph or other portion thereof. Unless otherwise specified herein, reference to a clause, subclause or a paragraph refer to a clause, subclause or paragraph of the body of this agreement. 1.6 Conflicts Whenever any term or condition, whether express or implied, of any Schedule conflicts with or is at variance with any term or condition of the body of this agreement, the latter shall prevail. 1.7 Statutory References Any reference herein to a statute shall include and shall be deemed to be a reference to such statute and to the regulations made pursuant thereto, and all amendments made thereto and in force from time to time, and to any statute or regulation that may be passed which has the effect of supplementing or superseding the statute so referred to or the regulations made pursuant thereto. 1.8 Invalidity of Provisions If any of the provisions of this agreement should be determined to be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions herein shall not in any way be affected or impaired thereby. 1.9 Knowledge or Awareness Where in this agreement a representation, warranty or certificate is made on the basis of knowledge or awareness of a party hereto, such knowledge or awareness consists only of the actual knowledge or awareness, as the case may be, of the officers and employees of such party (after having made reasonable enquiry of such party's files relating to the Assets), and does not include knowledge and awareness of any other person or persons. ARTICLE 2 SALE AND CONVEYANCE 2.1 Sale and Conveyance In consideration of the payment to Vendor by Purchaser of the Purchase Price, Vendor hereby sells, assigns, transfers, conveys and sets over unto Purchaser the Assets, and Purchaser hereby purchases and accepts directly from Vendor, the Assets, to have and hold the same, together with all benefit and advantage to be derived therefrom, subject to and in accordance with the terms of this agreement. Subject to all other provisions of this agreement, title to, possession of beneficial ownership of and risk in respect of the Assets shall be passed to the Purchaser on the date hereof. 2.2 Purchase Price The purchase price paid by Purchaser to Vendor for the Assets shall be, subject to adjustments as herein provided, Four Hundred Thousand Dollars ($400,000.00) in the form of a bank draft or certified cheque in

Canadian 5

Dollars (the "Purchase Price"). Vendor hereby acknowledges receipt of the Purchase Price. If required, the Vendor shall remit the Goods and Service Tax ("GST") to the appropriate governmental agency. The GST registration number of Vendor is R892642893. The Purchaser shall pay to Vendor, interest, if any, which has accrued on any amount of the Purchase Price not paid on the Closing Date from the Closing Date at the Prime Rate plus 1%, to and including the day on which Vendor receives complete payment of the Purchase Price. 2.3 Allocation of Purchase Price The Purchase Price shall be paid, allocated and attributed by Vendor and Purchaser as follows: (a) to the Petroleum and Natural Gas Rights $399,999.00 (b) to the Miscellaneous Interests $ 1.00 $400,000.00 2.6 Payment of AFE's The Purchaser hereby agrees to pay to Vendor its proportionate share of the capital expenditures (the "Additional Amounts") associated with Westlinks AFE No. 30011 for the drilling of the well 200/B-045-J/094B-08/00. The Purchasers net share of the Additional Amounts is $340,000.00. The Additional Amounts will be booked as a drilling expense subject to Canadian Exploration Expense for the Vendor and Purchaser and the Purchaser will receive its proportionate share of any cost overruns or underruns. Vendor hereby acknowledges receipt of the Additional Amounts. 2.7 Further Drilling The Purchaser agrees to participate, as to its undivided twenty percent (20%) share, with Vendor in the drilling of the second test well as set forth and described in the Farmout Agreement attached to and forming part of the Participation Agreement. 2.6 In addition, Purchaser agrees to participate as to its undivided twenty percent (20.0%) share with Vendor in the Purchase and Option Agreement. ARTICLE 3 APPORTIONMENTS 3.1 Apportionments (a) Except as provided below in this clause 3.1 the net amount of all benefits and obligations of every kind and nature relating to the operation of the Assets and accruing in respect of the Assets including, without limitation, mineral and surface lease rentals, property taxes, maintenance, development, capital and operating costs, the proceeds from the sale of production, royalties and revenues from processing and transportation fees charged to third parties (other than income taxes), shall be apportioned between Vendor and Purchaser as of the Adjustment Date on an accrual basis using generally accepted accounting principles. (b) Proceeds (net of royalties) from the sale of Petroleum Substances attributable to the Petroleum and Natural Gas Rights produced between the Adjustment Date and the Closing Date shall be for the account of Purchaser. Purchaser shall be obligated to pay royalties on all Petroleum Substances which are not beyond the wellhead on the Closing Date. (c) No later than two days before the Closing Date the Vendor shall deliver to the Purchaser a written interim statement of all adjustments and payments to be made pursuant to the provisions of the Agreement and shall make available to representatives of the Purchaser all information necessary for such representatives to

Dollars (the "Purchase Price"). Vendor hereby acknowledges receipt of the Purchase Price. If required, the Vendor shall remit the Goods and Service Tax ("GST") to the appropriate governmental agency. The GST registration number of Vendor is R892642893. The Purchaser shall pay to Vendor, interest, if any, which has accrued on any amount of the Purchase Price not paid on the Closing Date from the Closing Date at the Prime Rate plus 1%, to and including the day on which Vendor receives complete payment of the Purchase Price. 2.3 Allocation of Purchase Price The Purchase Price shall be paid, allocated and attributed by Vendor and Purchaser as follows: (a) to the Petroleum and Natural Gas Rights $399,999.00 (b) to the Miscellaneous Interests $ 1.00 $400,000.00 2.6 Payment of AFE's The Purchaser hereby agrees to pay to Vendor its proportionate share of the capital expenditures (the "Additional Amounts") associated with Westlinks AFE No. 30011 for the drilling of the well 200/B-045-J/094B-08/00. The Purchasers net share of the Additional Amounts is $340,000.00. The Additional Amounts will be booked as a drilling expense subject to Canadian Exploration Expense for the Vendor and Purchaser and the Purchaser will receive its proportionate share of any cost overruns or underruns. Vendor hereby acknowledges receipt of the Additional Amounts. 2.7 Further Drilling The Purchaser agrees to participate, as to its undivided twenty percent (20%) share, with Vendor in the drilling of the second test well as set forth and described in the Farmout Agreement attached to and forming part of the Participation Agreement. 2.6 In addition, Purchaser agrees to participate as to its undivided twenty percent (20.0%) share with Vendor in the Purchase and Option Agreement. ARTICLE 3 APPORTIONMENTS 3.1 Apportionments (a) Except as provided below in this clause 3.1 the net amount of all benefits and obligations of every kind and nature relating to the operation of the Assets and accruing in respect of the Assets including, without limitation, mineral and surface lease rentals, property taxes, maintenance, development, capital and operating costs, the proceeds from the sale of production, royalties and revenues from processing and transportation fees charged to third parties (other than income taxes), shall be apportioned between Vendor and Purchaser as of the Adjustment Date on an accrual basis using generally accepted accounting principles. (b) Proceeds (net of royalties) from the sale of Petroleum Substances attributable to the Petroleum and Natural Gas Rights produced between the Adjustment Date and the Closing Date shall be for the account of Purchaser. Purchaser shall be obligated to pay royalties on all Petroleum Substances which are not beyond the wellhead on the Closing Date. (c) No later than two days before the Closing Date the Vendor shall deliver to the Purchaser a written interim statement of all adjustments and payments to be made pursuant to the provisions of the Agreement and shall make available to representatives of the Purchaser all information necessary for such representatives to understand and confirm the 6

calculations in such statement. The Vendor and the Purchaser shall co-operate in settling and agreeing to the amounts of the adjustments and payments to be made pursuant to the provisions hereof on an interim basis and the amounts so agreed shall be employed for the purposes of Closing. (d) To the extent reasonably possible, a final accounting of all apportionments pursuant to this clause 3.1 shall be carried out within one hundred and twenty (120) days following the Closing Date. Purchaser shall pay to Vendor, or Vendor shall pay to Purchaser, as the case may be, the net cash amount owing in respect of the apportionments under this clause 3.1 as specified in the final accounting within thirty (30) days of completion of the accounting. Any apportionments occurring more than one hundred and twenty (120) days after the Closing Date which may become necessary shall be apportioned as they occur and payment shall be made with respect thereto within thirty (30) days of each such apportionment being agreed upon. All overdue payments hereunder shall be payable with interest calculated at the Prime Rate plus one percent (1.0%). (e) The parties to the agreement foresee that certain adjustments will be necessary from time to time after the one hundred and twenty (120) day period referred to in subclause 3.1(d) of this Appendix. Subject to subclause 3.1 (f), these adjustments shall not be made without a party hereto giving written notice, but no later than one (1) year after Closing Date, to the other party hereto requesting an adjustment. Each of the parties hereto agrees to cooperate in calculating and confirming the amount of any payment as may be necessary as a result thereof and agrees to make payment in the event of becoming obliged thereby to make payment. (f) Adjustments resulting from joint venture audits, royalty audits or thirteen (13) month adjustments which are outstanding at Closing Date or that occur after Closing Date shall be made as they occur in accordance with the provisions of the governing agreements or existing legislation. Such adjustments shall be received or paid by the party entitled thereto or obliged thereby. (g) GST shall be to other apportionments where required by law and paid accordingly by the applicable party hereto. (h) If the parties cannot agree as to the accounting provided for in this Article, the matter may be referred to arbitration by either party for determination in accordance with the Arbitration Act of Alberta, except that the arbitration shall not be limited to the schedule of fees provided therein. ARTICLE 4 REPRESENTATIONS AND WARRANTIES 4.1 Representations and Warranties of Vendor Vendor hereby represents and warrants to Purchaser that: (a) Corporate Standing: it is a corporation duly organized, validly subsisting and in good standing under the laws of its jurisdiction of incorporation and is authorized to carry on business in the Province of British Columbia; (b) Corporate Authority: it has all requisite power and authority to enter into this agreement and to perform its obligations under this agreement; (c) Execution and Enforceability of Documents: this agreement has been duly authorized by any and all requisite corporate, shareholders' and directors' actions, has been duly executed and delivered by Vendor and constitutes a legal, valid, binding and enforceable obligation of Vendor; 7

(d) No Conflicts: the consummation by Vendor of the transactions contemplated herein will not, in any material respects, violate or conflict with any of the constating documents, by-laws or governing documents of Vendor or any provision of any material agreement or instrument to which Vendor is party or by which Vendor or the Assets is bound, or any judgment, decree, order, statute, rule or regulation applicable to Vendor or the Assets; (e) Canadian Resident: it is not a non-resident of Canada within the meaning of the Income Tax Act (Canada);

(d) No Conflicts: the consummation by Vendor of the transactions contemplated herein will not, in any material respects, violate or conflict with any of the constating documents, by-laws or governing documents of Vendor or any provision of any material agreement or instrument to which Vendor is party or by which Vendor or the Assets is bound, or any judgment, decree, order, statute, rule or regulation applicable to Vendor or the Assets; (e) Canadian Resident: it is not a non-resident of Canada within the meaning of the Income Tax Act (Canada); (f) Title: although it does not warrant title to the Assets and except for Permitted Encumbrances: (i) it has done no act or thing and is aware of no circumstance, matter or thing whereby any of the Assets may be cancelled or determined and the Assets are free and clear of any and all encumbrances and Security Interests; (ii) none of the Petroleum and Natural Gas Rights are subject to reduction or conversion by reference to payout of any well or otherwise; and (iii) subject to the rents, covenants, conditions and stipulations in the Leases and any other agreements pertaining to the Assets and on the lessee's or holder's part thereunder to be paid, performed and observed, Purchaser may enter into and upon, hold and enjoy the Assets for the residue of the respective terms of the Leases, such other agreement relating to the Assets and all renewals or extensions thereof as to the interests hereunder assigned for Purchaser's own use and benefit without any interruption of or by Vendor or any other person whomsoever claiming by, through or under Vendor; (g) No Knowledge of Defaults: after having made due inquiry, it has no knowledge of, nor has it been informed of, any default or notice of default relating to the Assets; (h) Finders' Fees: Vendor has not incurred any obligation or liability, contingent or otherwise, for brokers' or finders' fees in respect of this transaction for which Purchaser shall have any obligation or liability; (i) No Lawsuits or Claims: there are no claims, proceedings, actions, lawsuits, administrative proceedings or governmental investigations in existence, contemplated or threatened against or with respect to the Assets; (j) Payment of Taxes: to the best of Vendor's knowledge, after due inquiry, all rentals, royalties and all ad valorem, property, production, severance and similar taxes and assessments based on or measured by the ownership of the Assets or the production of Petroleum Substances from the Combined Lands or the receipt of proceeds therefrom payable by Vendor prior to the Adjustment Date and for all prior years have been properly paid and discharged; (k) Compliance: Vendor has complied with, performed, observed and satisfied all material terms, conditions, obligations and liabilities which have heretofore arisen and were the obligations of Vendor under any of the provisions of any agreement affecting the Assets or any then existing statute, order, writ, injunction or decree of any governmental agency or court relating to the Assets; (l) Documents: it has made all reasonable inquiries and searches for material documents and information, it has delivered or made available to Purchaser all documents, instruments, records and books relevant to Vendor's title to the Combined Lands and the Leases and in its possession or to which it has reasonable access; 8

(m) Worker's Compensation: the Workers' Compensation Board of British Columbia does not possess and is not entitled to a charge on or a lien against the Assets or any of them created directly by Vendor; (n) AFEs: there are no authorizations for expenditure or other financial commitments with respect to the Assets except as set forth on Schedule "A"; (o) Production Sales Contracts: there are no Production Sales Contracts for the sale of Petroleum Substances produced from the Lands not terminable on thirty (30) days notice or less;

(m) Worker's Compensation: the Workers' Compensation Board of British Columbia does not possess and is not entitled to a charge on or a lien against the Assets or any of them created directly by Vendor; (n) AFEs: there are no authorizations for expenditure or other financial commitments with respect to the Assets except as set forth on Schedule "A"; (o) Production Sales Contracts: there are no Production Sales Contracts for the sale of Petroleum Substances produced from the Lands not terminable on thirty (30) days notice or less; (p) Operations: all operations relating to the Assets have been conducted in accordance with good oilfield practice and all then existing laws, regulations and directives and to the best of Vendor's knowledge, it has not received any notice of the occurrence of a material violation, and is not aware, after having made due inquiry, that any material violation is occurring or has occurred, in respect of operations relating to the Assets; (q) Environmental: to the best of Vendor's knowledge, after having made due inquiry, it is not aware of and has not received: (iii) any claims, orders or directives which relate to environmental matters or Environmental Liabilities and which require any work, repairs, construction or capital expenditures with respect to the Assets, where such orders or directives have not been complied with in all material respects; or (iv) any claim, demand or notice issued with respect to the breach of any environmental, health or safety law applicable to the Assets, including without limitation, respecting the use, storage, treatment, transportation or disposition of environmental contaminants, which demand or notice remains outstanding on the date hereof; (r) Area of Mutual Interest: the Assets are not subject to an agreement which provides for an area of mutual interest; (s) Take or Pay Obligations: the Assets are not subject to any outstanding Take or Pay Obligations; and (t) Rights of First Refusal: as of the Closing Date there are no rights of first refusal relating to the Assets. 4.2 Limitation of Representations and Warranties (a) Vendor makes no representations or warranties except as expressly set forth in clause 4.1 and in particular, and without limiting the generality of the foregoing, Vendor hereby negates any representations or warranties, whether contained in any information memorandum or otherwise, except for those set forth above in this clause, with respect to: (iv) the quality, quantity or recoverability of Petroleum Substances within or under the Combined Lands or any lands pooled therewith; (v) the value of the Assets or the future cash flow therefrom; and (vi) the quality, condition, fitness or merchantability of any tangible, depreciable equipment or property, interests in which are comprised in the Assets. (b) Except to the extent that it has relied upon the representations and warranties contained in clause 4.1, Purchaser acknowledges and confirms that it has performed its own due diligence and it has not relied on any data, information or advice from the Vendor, its officers, 9

directors, agents, consultants and advisors with respect to any or all of the matters specifically enumerated in subclause 4.2(a) in connection with the purchase of the Assets pursuant hereto. 4.3 Representations and Warranties of Purchaser

directors, agents, consultants and advisors with respect to any or all of the matters specifically enumerated in subclause 4.2(a) in connection with the purchase of the Assets pursuant hereto. 4.3 Representations and Warranties of Purchaser Purchaser hereby represents and warrants to Vendor that: (a) Corporate Standing: Purchaser is a body corporate duly organized and validly existing under the laws of the jurisdiction of its formation, is authorized or is taking steps to be authorized to carry on business in all jurisdictions in which the Assets are located and has good right, full power and absolute authority to purchase the interest of Vendor in and to the Assets according to the true intent and meaning of this agreement; (b) Corporate Authority: Purchaser has taken all necessary corporate actions and has all requisite power and authority to enter into this agreement and to purchase and pay for the Assets on the terms described herein and to perform all other obligations of Purchaser under this agreement; (c) No Conflicts: the consummation by Purchaser of the transactions contemplated by this agreement will not, in any material respect, violate or conflict with, any of the constating documents, by-laws or governing documents of Purchaser or any provision of any material agreement or instrument to which Purchaser is a party or is bound, or any judgment, decree, order, statute, rule or regulation applicable to Purchaser; (d) Execution and Enforceability of Documents: this agreement has been duly executed and delivered by Purchaser and it constitutes a legal, valid, binding and enforceable obligation of Purchaser; (e) Finders' Fees: it has not incurred any liability, contingent or otherwise, for brokers' or finders' fees in respect of this transaction for which the Vendor shall have any responsibility; and (f) Investment Canada: the Purchaser is a "non-Canadian" under the Investment Canada Act. 4.4 No Merger The representations and warranties set forth in clauses 4.1 and 4.3 shall be deemed to apply, as applicable, to all assignments, conveyances, transfers and documents conveying the Assets from Vendor to Purchaser and there shall not be any merger of any representation or warranty in such assignments, transfers or documents notwithstanding any rule of law, equity or statute to the contrary and all such rules are hereby waived. ARTICLE 5 INDEMNITY 5.1 General Indemnity Subject to clause 5.3, Vendor shall be liable for, and shall indemnify Purchaser from and against, all actions, causes of action, losses, costs, claims, damages, expenses or liabilities suffered, sustained, paid or incurred by Purchaser pertaining to the Assets and occurring or arising prior to the Closing Date and Purchaser shall be liable for and shall indemnify Vendor from and against all actions, causes of action, losses, costs, claims, damages, expenses or liabilities suffered, sustained, paid or incurred by Vendor pertaining to the Assets and occurring subsequent to the Closing Date, excepting, in each case, to the extent that such liabilities are reimbursed by insurance, are caused by the negligence or wilful misconduct of the party claiming indemnity or are apportioned pursuant to clause 3.1. Such indemnities shall be deemed to apply to all assignments, 10

transfers, conveyances, novations and other documents conveying the Assets from Vendor to Purchaser notwithstanding the actual terms thereof. Such indemnities shall extend to reasonable legal costs on a solicitor and client basis. Nothing contained in this clause shall: (i) impose any liability on any party for damages for consequential business loss or loss of value; or

transfers, conveyances, novations and other documents conveying the Assets from Vendor to Purchaser notwithstanding the actual terms thereof. Such indemnities shall extend to reasonable legal costs on a solicitor and client basis. Nothing contained in this clause shall: (i) impose any liability on any party for damages for consequential business loss or loss of value; or (ii) impose any liability on any party for the income tax liabilities of any other party. 5.2 Environmental Indemnity Notwithstanding anything herein contained to the contrary, the parties agree that Purchaser shall indemnify and hold Vendor harmless from and against any claims, demands, actions or proceedings pertaining to Environmental Liabilities brought by or on behalf of any person against Vendor and applicable to the Assets, and for all losses, damages, payments, costs and expenses (including but not limited to reasonable legal costs on a solicitor and client basis) arising out of or in any way pertaining to Environmental Liabilities and applicable to the Assets, regardless of when the claim, demand, action or proceeding (or if applicable the relevant cause of action) or such loss, damage, payment, cost or expense arose, relates to or otherwise applies. 5.3 Limitation of Claims In the absence of fraud, no claim in respect of the covenants, representations and warranties contained in this agreement shall be made or be enforceable whether by legal proceedings, indemnification pursuant to clause 5.1 or otherwise howsoever unless Notice of such claim is given by the claimant to the other party within the period of one (1) year from the Closing Date and unless the claimant relied upon the particular covenants, representation and warranties outlined in the claim. 5.4 Notice of Claims If, after the Closing Date, a claim is asserted in circumstances which do or may give rise to an indemnity under this Article 5, the party against whom the claim is asserted shall forthwith give Notice thereof to the party required to indemnify and such parties shall consult and cooperate in respect thereof and in determining whether the claim and any legal proceedings relating thereto should be resisted, compromised or settled. Each party shall make available to the other all information in its possession or to which it has access which is or may be relevant to the particular claim. Purchaser shall provide Vendor with reasonable access to the Lands and Tangibles to which the claim relates to the extent reasonably necessary in connection with the claim. No such claim shall be settled or compromised without the written consent of the indemnifying party hereunder, which consent shall not be unreasonably withheld. If any such claim relates exclusively to a period prior to or after the Closing Date, as the case may be, Vendor or Purchaser respectively shall have exclusive conduct of the claim and all legal proceedings relating thereto, unless otherwise agreed to in writing. ARTICLE 6 GENERAL 6.1 Further Assurances Hereafter as may be necessary and without further consideration, the parties hereto shall execute, acknowledge and deliver such other documents, novations, instruments and agreements and shall do such other things as may be necessary to carry out their respective obligations under this agreement or the laws and regulations 11

applicable to the transaction contemplated herein. Without limiting the generality of the foregoing, the Purchaser covenants that it shall comply with the requirements of the Investment Canada Act. 6.2 Subordination of Ancillary Documents All documents executed by the Parties and delivered pursuant to the provisions of this Agreement are subordinate

applicable to the transaction contemplated herein. Without limiting the generality of the foregoing, the Purchaser covenants that it shall comply with the requirements of the Investment Canada Act. 6.2 Subordination of Ancillary Documents All documents executed by the Parties and delivered pursuant to the provisions of this Agreement are subordinate to the provisions hereof and the provisions hereof shall govern and prevail in the event of conflict. 6.3 Governing Law This agreement shall, in all respects, be subject to and be interpreted, construed and enforced in accordance with the laws in effect in the Province of Alberta. Each party hereto accepts the jurisdiction of the courts of the Province of Alberta and all courts of appeal therefrom. 6.4 Time Time shall be of the essence in this agreement. 6.5 Addresses (a) The address for Notices of each of the parties hereto shall be as follows:
Vendor: WESTLINKS RESOURCES LTD. 2600, 500 - 4th Avenue SW Calgary, Alberta T2P 2V6 Attention: President -------------------Fax : (403) 294-1197 Purchaser: NUWAY RESOURCES OF CANADA, LTD. c/o Macleod Dixon LLP Barristers & Solicitors 3700, 400 - 3rd Avenue SW Calgary, Alberta T2P 4H2 Attention : Mary Lou McDonald ----------------------------Fax : (403) 264-5973

(b) All notices, communications and statements (hereinafter called "Notices") required, permitted or contemplated hereunder shall be in writing, and shall be deemed to be sufficiently given and received if: (i) personally served on the other party by delivery during the normal business hours of the recipient at the addresses set forth above (personally served Notices shall be deemed received by the addressee when actually delivered); or (ii) by telefax (or by any other like method by which a written or recorded message may be sent) directed to the party on whom they are to be served at that party's fax number set forth above and such Notices so served shall be deemed to have been received by the addressee thereof when actually received by it if received within the normal working hours of a Business Day, or, if received outside the normal working hours of a Business Day, at the commencement of the next ensuing Business Day following transmission thereof. (c) Either of the parties hereto may from time to time change its address for service herein by giving Notice to the other. 12
6.6 Prior Agreements and Amendments -------------------------------

6.6

Prior Agreements and Amendments ------------------------------This agreement supersedes and replaces any and all prior agreements between the parties hereto relating to the sale and purchase of the Assets and may be amended only by written instrument signed by the parties hereto.

6.7

Entire Agreement ---------------This instrument states the entire agreement between the parties hereto.

6.8

Enurement --------This agreement shall be binding upon and shall enure to the benefit of the parties hereto and their respective trustees, receivers, receiver-managers, successors and permitted assigns.

6.9

Waivers ------No waiver by any party hereto shall be effective unless in writing and a waiver shall only affect the matter, and the occurrence thereof, specifically identified in the writing granting such waiver and shall not extend to any other matter or occurrence.

6.10

Substitution and Subrogation ---------------------------To the extent that the same is possible, the Vendor shall convey the Assets to the Purchaser with full right of substitution and subrogation of the Purchaser in and to all covenants, representations and warranties by others heretofore given or made in respect of the Assets or any part thereof.

6.11

Counterpart Execution --------------------This agreement may be executed in as many counterparts as are necessary and all executed counterparts together shall constitute one agreement. A valid and binding contract shall arise if and when counterpart execution pages are executed and delivered by each of the parties to the other. Delivery may occur via facsimile with the original counterpart execution page being delivered by each party to the other immediately following closing. IN WITNESS WHEREOF the parties hereto have executed this agreement as

of the date first written above. WESTLINKS RESOURCES LTD. Per: Per: NUWAY RESOURCES OF CANADA, LTD. Per: Per: 13

SCHEDULE "A" This is Schedule "A" to a Sale and Conveyance Agreement made the 12th day of September 2001 between

SCHEDULE "A" This is Schedule "A" to a Sale and Conveyance Agreement made the 12th day of September 2001 between Westlinks Resources Ltd., as Vendor, and NuWay Resources of Canada, Ltd., as Purchaser. Area: Altares, British Columbia Lands, Leases and Permitted Encumbrance(s)
Lands (Rights Held) ------------NTS 094-A-05, Blk. D, Units 20, 30, 40, 50, 60, 70, 80, 90 NTS 094-B-08, Blk. A, Units 11-13, 21-23, 31-33, 41-43 NTS 094-B-08, Blk. A, Units 51-53, 61-63, 71, 81 (All PNG) NTS 094-B-08, Blk. A, Units 72, 73, 82, 83 (All PNG excl. NG in Bluesky) Leases (File No.) ---------CR Drilling Licence No. 51915 (M578) Permitted Encumbrance(s) -------------Crown Sliding Scale

Wells - Nil AFE's
AFE Number ---------30011 dated August 13, 2001 Total AFE Amount ---------------$ 1,698,000.00 Description ----------To drill an exploratory well at B-045-J/094-B-08

SCHEDULE "B" This is Schedule "B" to a Sale and Conveyance Agreement made the 12th day of September 2001 between Westlinks Resources Ltd., as Vendor, and NuWay Resources of Canada, Ltd., as Purchaser. Farmout Lands 14

EXHIBIT 99.8 PARTIAL ASSIGNMENT AND NOVATION AGREEMENT (Area: Altares, British Columbia) THIS AGREEMENT dated as of the 12th day of September, 2001. BETWEEN: WESTLINKS RESOURCES LTD., a body corporate, having an office in the City of Calgary, in the Province of Alberta (hereinafter called "Assignor")

EXHIBIT 99.8 PARTIAL ASSIGNMENT AND NOVATION AGREEMENT (Area: Altares, British Columbia) THIS AGREEMENT dated as of the 12th day of September, 2001. BETWEEN: WESTLINKS RESOURCES LTD., a body corporate, having an office in the City of Calgary, in the Province of Alberta (hereinafter called "Assignor") - and NUWAY RESOURCES OF CANADA, LTD., a body corporate, having an office in the City of Calgary, in the Province of Alberta (hereinafter called "Assignee") - and THE BODY OR BODIES CORPORATE, PARTNERSHIPS OR INDIVIDUALS identified as "Third Party" in Schedule "A" attached hereto (whether one or more, hereinafter called "Third Party") WHEREAS Assignor and Third Party are parties to or successors in interest to parties to the agreement described and set forth in Schedule "A" attached hereto (such agreement, including all amendments, if any, thereto being hereinafter called the "Agreement" regardless of whether there be more than one of them but, if more than one, then such reference shall be collective); AND WHEREAS by an agreement dated September 12, 2001 and effective July 18, 2001 (hereinafter called the "Effective Date") made between Assignor and Assignee, Assignee became entitled to a portion of the right, title and interest of the Assignor ("Assigned Interest") in and to the Agreement and agreed to assume a portion of the liabilities and obligations of Assignor under the Agreement as more particularly described in Schedule "A"; AND WHEREAS Assignor is willing to assign, transfer and convey unto Assignee the Assigned Interest in and to the Agreement; AND WHEREAS Third Party is willing to recognize and accept Assignee as a party to the Agreement in the place and stead of Assignor to the extent of the Assigned Interest; NOW THEREFORE THIS AGREEMENT WITNESSES THAT, in consideration of the premises and covenants hereinafter set forth, the parties hereto mutually covenant and agree as follows: 1. Assignor hereby assigns, transfers, conveys and sets over unto Assignee, effective as of the Effective Date, the Assigned Interest of the Assignor in and to the Agreement, and all benefit or advantage derived or to be derived therefrom, to hold the same unto Assignee for its sole use and benefit absolutely, subject nevertheless to the terms and conditions of the Agreement. 2. Assignee hereby accepts the within assignment of the Assigned Interest as of and from the Effective Date and Assignee hereby covenants and agrees with Assignor and Third Party that it shall and will as of and from the Effective Date be bound by and observe, perform and fulfil each and every covenant, agreement, term, condition and stipulation on the part of Assignor in the Agreement reserved and contained, to the same extent as if Assignee had been a party to the Agreement in the place and stead of Assignor.

3. Third Party does hereby consent to the within assignment and accept Assignee as a party to the Agreement as of the Effective Date as to the Assigned Interest and does hereby covenant and agree that from and after the Effective Date Assignee shall be entitled to hold and enforce all the rights and privileges of Assignor under the

3. Third Party does hereby consent to the within assignment and accept Assignee as a party to the Agreement as of the Effective Date as to the Assigned Interest and does hereby covenant and agree that from and after the Effective Date Assignee shall be entitled to hold and enforce all the rights and privileges of Assignor under the Agreement and that the Agreement shall continue in full force and effect with Assignee substituted as a party thereto in the place and stead of Assignor. 4. Third Party does hereby wholly release and discharge Assignor from the observance and performance of its covenants and agreements in the Agreement insofar as the same relates to the Assigned Interest as of the Effective Date; provided that, as between Assignor and Third Party, nothing herein contained shall be construed as a release of Assignor from any obligation or liability under the Agreement, which obligation or liability had accrued prior to Effective Date, saving and excepting only any obligation to give notice to Third Party of such disposition by Assignor to Assignee, and Third Party expressly consents to such disposition. 5. Assignee expressly acknowledges that in all matters relating to the Agreement subsequent to the Effective Date and prior to the delivery of a fully executed copy of this agreement to Third Party, including but not limited to all accounting, conduct of operations and disposition of production thereunder, Assignor has been acting as a trustee and duly authorized agent of Assignee and, as between Assignee and Third Party, Assignee does hereby expressly ratify, adopt and confirm all acts or omissions of Assignor in its capacity as trustee and agent, to the end that all acts or omissions shall for the purpose of the Agreement be construed as having been made or done by Assignee. 6. Assignor and Assignee shall at all times hereafter at the cost of Assignee execute such further assurances and do all such further acts as may reasonably be required for the purpose of vesting in Assignee the Assigned Interest in the Agreement. 7. This agreement may be executed in as many counterparts as are necessary and, when a counterpart has been executed by each party, all counterparts together shall constitute one agreement. 8. The address of Assignee for all notices to be hereafter served upon it under the Agreement shall be: NUWAY RESOURCES OF CANADA, LTD. C/o Macleod Dixon LLP Barristers & Solicitors 3700, 400 - 3rd Avenue SW Calgary, Alberta T2P 4H2 Attention: Mary Lou McDonald 9. This agreement shall, in all respects, be interpreted and construed in accordance with the laws in effect in the Province of Alberta and the parties hereto hereby attorn to the jurisdiction of the courts of the Province of Alberta and all courts of appeal therefrom. 10. This agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. 2

IN WITNESS WHEREOF the parties hereto have executed and delivered this agreement as of the date first above written. WESTLINKS RESOURCES LTD. (Assignor) Per: NUWAY RESOURCES OF CANADA, LTD. (Assignee)

IN WITNESS WHEREOF the parties hereto have executed and delivered this agreement as of the date first above written. WESTLINKS RESOURCES LTD. (Assignor) Per: NUWAY RESOURCES OF CANADA, LTD. (Assignee) Per: Per: Third Party: ALSASK ENERGY SERVICES INC. Per: Per: This is a counterpart execution page to an Assignment and Novation Agreement dated September 12, 2001 between Westlinks Resources Ltd., as Assignor, NuWay Resources of Canada, Ltd., as Assignee, and Third Party. Area: Altares, British Columbia File: C533 3

SCHEDULE "A" This is Schedule "A" attached to and forming part of an Assignment and Novation Agreement dated September 12, 2001 between Westlinks Resources Ltd., as Assignor, NuWay Resources of Canada, Ltd., as Assignee, and Third Party. "Agreement" Agreement dated December 6, 2000 between Alsask Energy Services Inc. and Westlinks Resources Ltd. "Assigned Interest" An undivided 20.0% interest "Third Party" Alsask Energy Services Inc. For reference only: Area: Altares, British Columbia File: C533 4

EXHIBIT 99.9

SCHEDULE "A" This is Schedule "A" attached to and forming part of an Assignment and Novation Agreement dated September 12, 2001 between Westlinks Resources Ltd., as Assignor, NuWay Resources of Canada, Ltd., as Assignee, and Third Party. "Agreement" Agreement dated December 6, 2000 between Alsask Energy Services Inc. and Westlinks Resources Ltd. "Assigned Interest" An undivided 20.0% interest "Third Party" Alsask Energy Services Inc. For reference only: Area: Altares, British Columbia File: C533 4

EXHIBIT 99.9 NOTICE OF ASSIGNMENT Area: Altares, British Columbia NTS 094-A-05, Blk. A NTS 094-B-08, Blks. A, G to J (General land description, for reference only) WHEREAS, by agreement ("Transfer Agreement") dated September 12, 2001, Westlinks Resources Ltd., as Assignor, transferred and conveyed effective July 18, 2001 ("Transfer Date") an interest in property as more fully described below to NuWay Resources of Canada, Ltd., as Assignee; and WHEREAS, Assignor and one or more parties ("Third Party") are subject to and bound by that certain Participation Agreement dated July 17, 2001 made between, by or among Westlinks Resources Ltd., Sentra Resources Corporation and Canadian Superior Energy Inc. as may have been amended, affecting the land or property therein described ("Master Agreement"); and WHEREAS, in accordance with the terms and provisions of the Master Agreement, Assignor and Assignee intend to serve notice to current Third Party to the Master Agreement of the transfer and conveyance as described in the Transfer Agreement. NOW THEREFORE THIS NOTICE OF ASSIGNMENT WITNESSES THAT in consideration of the mutual advantages and benefits accruing to the parties hereto, notice is hereby given, as follows: 1. Assignor:

Westlinks Resources Ltd. 2. Assignee:

EXHIBIT 99.9 NOTICE OF ASSIGNMENT Area: Altares, British Columbia NTS 094-A-05, Blk. A NTS 094-B-08, Blks. A, G to J (General land description, for reference only) WHEREAS, by agreement ("Transfer Agreement") dated September 12, 2001, Westlinks Resources Ltd., as Assignor, transferred and conveyed effective July 18, 2001 ("Transfer Date") an interest in property as more fully described below to NuWay Resources of Canada, Ltd., as Assignee; and WHEREAS, Assignor and one or more parties ("Third Party") are subject to and bound by that certain Participation Agreement dated July 17, 2001 made between, by or among Westlinks Resources Ltd., Sentra Resources Corporation and Canadian Superior Energy Inc. as may have been amended, affecting the land or property therein described ("Master Agreement"); and WHEREAS, in accordance with the terms and provisions of the Master Agreement, Assignor and Assignee intend to serve notice to current Third Party to the Master Agreement of the transfer and conveyance as described in the Transfer Agreement. NOW THEREFORE THIS NOTICE OF ASSIGNMENT WITNESSES THAT in consideration of the mutual advantages and benefits accruing to the parties hereto, notice is hereby given, as follows: 1. Assignor:

Westlinks Resources Ltd. 2. Assignee:

NuWay Resources of Canada, Ltd. C/o Macleod Dixon LLP Barristers & Solicitors 3700, 400 - 3rd Avenue SW Calgary, Alberta T2P 4H2 Attention: Mary Lou McDonald 3. Current Third Party to Master Agreement: Westlinks Resources Ltd. Sentra Resources Corporation 4. Assigned Interest: (Check A or B below): [X] A. Transfer Agreement covers 26.6667% of Assignor's entire undivided right, title and interest in the Master Agreement but shall not include rights of the Assignor as operator ("Assigned Interest"); OR [ ] B. Transfer Agreement covers a portion of Assignor's right, title and interest in the Master Agreement but shall not include rights of the Assignor as operator ("Assigned Interest"). In the event Alternative B is checked, the following is the legal description of all lands and interests transferred and conveyed in the Transfer Agreement (attached schedule if more space is needed): 5. Subject to Clause 7 of this Notice of Assignment, Assignor and Assignee, in accordance with the terms of the

Transfer Agreement, acknowledge that: (i) Assignor has transferred and conveyed the Assigned Interest to the Assignee as of the Transfer Date; and

(ii) Assignee agrees to replace Assignor, on and after the Transfer Date, as a party to the Master Agreement with respect to the Assigned Interest; and (iii) Assignee agrees to be bound by and observe all terms, obligations and provisions in the Master Agreement with respect to the Assigned Interest on and after the Transfer Date. 6. Subject to the terms and provisions of the Transfer Agreement, Assignee on and after the Transfer Date: (i) discharges and releases Assignor from the observance and performance of all terms and covenants in the Master Agreement and any obligations and liabilities which arise or occur under the Master Agreement with respect to the Assigned Interest; and (ii) does not release and discharge Assignor from any obligation or liability which had arisen or accrued prior to the Transfer Date or which does not relate to the Assigned Interest. 7. Assignee and Assignor agree that in all matters relating to the Master Agreement with respect to the Assigned Interest, subsequent to the Transfer Date and prior to the Binding Date, Assignor acts as trustee for and duly authorized agent of Assignee, and Assignee, for the benefit of the Third Party, ratifies, adopts and confirms all acts or omissions of Assignor in such capacity as trustee and agent. 8. This Notice of Assignment shall become binding on all parties to the Master Agreement on the first day of the second calendar month following the month this notice is served on Third Party in accordance with the terms of the Master Agreement ("Binding Date"). In addition, Assignor and Assignee agree that they shall be solely responsible for any adjustment between themselves with respect to the Assigned Interest as to revenues, benefits, costs, obligations or indemnities which accrue prior to the Binding Date. 9. Assignor represents and certifies that this Notice of Assignment and its service are in compliance with all the terms and provisions of the Master Agreement. IN WITNESS WHEREOF this Notice of Assignment has been duly executed by the Assignor and Assignee on the date indicated for each below:
WESTLINKS RESOURCES LTD. (Assignor) Per: ----------------------------Date: ---------------------------NUWAY RESOURCES OF CANADA, LTD. (Assignee) Per: ------------------------------Date: ------------------------------

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(ii) Assignee agrees to replace Assignor, on and after the Transfer Date, as a party to the Master Agreement with respect to the Assigned Interest; and (iii) Assignee agrees to be bound by and observe all terms, obligations and provisions in the Master Agreement with respect to the Assigned Interest on and after the Transfer Date. 6. Subject to the terms and provisions of the Transfer Agreement, Assignee on and after the Transfer Date: (i) discharges and releases Assignor from the observance and performance of all terms and covenants in the Master Agreement and any obligations and liabilities which arise or occur under the Master Agreement with respect to the Assigned Interest; and (ii) does not release and discharge Assignor from any obligation or liability which had arisen or accrued prior to the Transfer Date or which does not relate to the Assigned Interest. 7. Assignee and Assignor agree that in all matters relating to the Master Agreement with respect to the Assigned Interest, subsequent to the Transfer Date and prior to the Binding Date, Assignor acts as trustee for and duly authorized agent of Assignee, and Assignee, for the benefit of the Third Party, ratifies, adopts and confirms all acts or omissions of Assignor in such capacity as trustee and agent. 8. This Notice of Assignment shall become binding on all parties to the Master Agreement on the first day of the second calendar month following the month this notice is served on Third Party in accordance with the terms of the Master Agreement ("Binding Date"). In addition, Assignor and Assignee agree that they shall be solely responsible for any adjustment between themselves with respect to the Assigned Interest as to revenues, benefits, costs, obligations or indemnities which accrue prior to the Binding Date. 9. Assignor represents and certifies that this Notice of Assignment and its service are in compliance with all the terms and provisions of the Master Agreement. IN WITNESS WHEREOF this Notice of Assignment has been duly executed by the Assignor and Assignee on the date indicated for each below:
WESTLINKS RESOURCES LTD. (Assignor) Per: ----------------------------Date: ---------------------------NUWAY RESOURCES OF CANADA, LTD. (Assignee) Per: ------------------------------Date: ------------------------------

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