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Participation Agreement - KIDS GERM DEFENSE - 4-15-2011

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Participation Agreement - KIDS GERM DEFENSE  - 4-15-2011 Powered By Docstoc
					Exhibit 10.05

                                     PARTICIPATION AGREEMENT
                                       FOR ONE (1) WELL/UNIT;
                                        RAMMING #2-T WELL;
                                     RAMMING/TOWNSEND LEASE
                                      (WICHITA COUNTY, TEXAS)

Topaz Resources, Inc.
1012 N. Masch Branch Road
Denton, Texas 76207

ATTN: Mr. Edward J. Munden, Chief Executive Officer

RE: Oil, Gas and Mineral Lease, dated/effective October 28, 2010, between Stephanie Hair and husband, Mark
Hair, Lessors, and Topaz Resources, Inc., Lessee, a memorandum of which is recorded in Volume 3555, Page
353, Official Records of Wichita County, Texas (the "Ramming OGML"), covering Lessor's right title and
interest in and to a certain 543.69 acres, as more completely described therein; Oil, Gas and Mineral Lease,
dated/effective January 10, 2011, between Jesse Lee Townsend a/k/a Jesse L. Townsend and wife, Dolores
Marie Townsend, Lessor, and Topaz Resources, Inc., Lessee, a memorandum of which is recorded in Volume
3578, Page 387, Official Records of Wichita County, Texas (the "Townsend OGML"), covering Lessor's right,
title and interest in and to a certain 53.98 acres, as more completely described therein (the Ramming OGML and
the Townsend OGML are collectively referred to herein as the "Lease") ; Purchase and Sale of Working Interest
(s) in one (1) well/unit (Ramming #2-T well)

Gentlemen:

The undersigned participant or purchaser (the "WI Purchaser") understands that there is being offered for sale to
WI Purchaser an aggregate twenty five percent (25.00%) working interest, consisting of a twenty percent
(20.00%) attributable net revenue interest, in one (1) vertical well to be located on a contemplated five (5) acre
unit within the confines of the Townsend OGML in Wichita County, Texas (such well, and the associated five (5)
acres of leasehold unit(s) are referred to hereinafter as the "WELL"). Topaz Resources, Inc. ("TOPAZ"), as the
current owner and holder of the effective aggregate working interest in the WELL and in conjunction with its
contracted operator, Dark Horse Operating Co., L.L.C. ("DHOPCO"), is desirous of WI Purchaser's financial
participation in the WELL, on a promoted basis consistent with this Participation Agreement (this "Agreement").
In consideration of the mutual promises contained herein and the performance(s) and payment(s) described in this
Agreement, the receipt and sufficiency of which are hereby acknowledged, WI Purchaser and TOPAZ agree as
follows:

                                                  Page 1 of 10
1. DISCLOSURES/BACKGROUND; WELLS STATUS. TOPAZ has recently purchased 100% of the
working interest in portions/units of the Ramming OGML from a third party, involving the assignment of a prior
existing lease and bill of sale for certain equipment on existing wells. TOPAZ has further directly acquired two (2)
new written leases from the respective mineral owners of the subject Ramming OGML tract and the Townsend
OGML tract. Based on prior and ongoing evaluation of the subject Lease, the logs and production history of
Lease wells and surrounding/adjacent production of third party wells, TOPAZ has reason to believe that the
Lease is prospective and poised for additional drilling and production efforts involving the undeveloped portions
thereof. The drilling of the subject WELL to an approximate depth of 1,900 feet (+/-) should penetrate the
multiple known and prospective depths or formations in the vicinity, with the low pressure circumstances
accommodating their possible simultaneous production (subject to drilling and testing results). The Townsend
OGML, whose terms are virtually identical to the terms of the Ramming OGML, provides for a minimum
developmental commitment of one (1) new well per year and the drilling of the WELL shall extend the primary
term of the Townsend OGML accordingly. The targeted location of the WELL on the Townsend OGML
(subject to permitting and surveying) is derived from and based upon TOPAZ's evaluations, recommendations
from contract engineering personnel, known and available data, etc. The Lease is situated in and amongst a
multitude of similar shallow wells and has demonstrated a history of successful development.

2. WORKING INTEREST OFFERING.WI Purchaser, subject to the acceptance of the subscription
hereunder, agrees to purchase a working interest in the WELL from TOPAZ as follows:

(a) WI Purchaser will purchase from TOPAZ an undivided twenty five percent (25.00%) working interest in the
WELL, subject to the equivalent or proportionate promote or carrying obligation (in favor of TOPAZ or its
designee) of twenty five percent (25.00%) of the working interest through the tanks/sales line (such percentages
being incorporated into WI Purchaser's cost obligations set forth in (b) below);

(b) WI Purchaser shall pay thirty three and one third percent (33.33%) of the costs of the WELL through the
tanks/sales line, as promulgated and established by TOPAZ, its AFE (see below) and actual costs incurred, and
otherwise receive an attributable net revenue from the sales or production equal to twenty percent (20.00%) of
eight eighths (effectively carrying TOPAZ for one third of a 25.00% working interest with an attributable
6.666667% net revenue interest in the WELL), subject to the terms and conditions of this Agreement. Following
the carrying circumstances hereunder, WI Purchaser's working interest cost obligation in the WELL will be
reduced from 33.33% to 25.00%, in conformity with the pending JOA (as defined below).

(c) WI Purchaser understands that the offering price of the subject working interest is based upon TOPAZ's
actual/near actual and estimated costs (and vendor invoices received for) of services and supplies incurred or "to-
be-incurred", inclusive of (among other things) leasehold costs, title evaluation expenses, engineering evaluations,
projected drilling and completion

                                                   Page 2 of 10
costs and other expenses. WI Purchaser acknowledges its/his prior receipt of an Authorization for Expenditure
("AFE") on the WELL from DHOPCO. Monies paid and advanced by WI Purchaser shall be advanced and
applied to the subject working interest obligation(s) of WI Purchaser (and the incorporated carrying obligation).

3. PAYMENT OF WORKING INTEREST PRICE(S). Upon the submission and execution of this Agreement,
WI Purchaser shall deliver to TOPAZ, in a manner consistent with Paragraph 4(b) below, the sum of FORTY
EIGHT THOUSAND EIGHT HUNDRED NINETY NINE AND NO/100 U.S. DOLLARS ($48,899.00)
(the "Initial Payment"), to be applied to WI Purchaser's working interest obligation(s) hereunder (and generally
designed to cover the aggregate costs of the WELL through the envisioned completion stage of the WELL.
Thereafter, consistent with the AFE and terms of the JOA, WI Purchaser shall deliver (at the point, if at all, at
which the WELL has been drilled and completed or at such time in advance thereof when DHOPCO notifies
TOPAZ of additional cash needs for the WELL) unto TOPAZ and/or DHOPCO such additional monies as may
be required to satisfy the costs of WELL's completion and activities designed to place said WELL into
production (the "Secondary Payment", whether one or more). Such Secondary Payment shall be due and
payable as provided in the JOA or on or before the second business day following WI Purchaser's receipt from
DHOPCO/TOPAZ of the appropriate invoice/demand. Notwithstanding the foregoing, the parties may elect to
conduct a closing of such additional documents (and the payment of the Secondary Payment), it being the intent
of the parties that WI Purchaser shall not receive a recordable assignment of a working interest in the WELL
unless and until the required payments/advancements are made by WI Purchaser and a completion election is
made thereon. In the event the Initial Payment exceeds the actual working interest costs payable or required of
WI Purchaser, TOPAZ will refund the unused portion(s) thereof, accompanied by a written accounting to
substantiate the same.

4. SUBSCRIPTION; ADDITIONAL DOCUMENTS.WI Purchaser hereby irrevocably subscribes to purchase
the subject twenty five percent (25.00%) of the aggregate working interest in the WELL, pursuant to and upon
the terms and conditions herein set forth. Accordingly, the WI Purchaser, upon its entry into and the execution of
this Agreement, hereby tenders the following:

(a) Two (2) executed counterparts of this Agreement, with pages initialed;

(b) An advancement in the form of either a check, cashier's check or money order, payable to the order of
"TOPAZ RESOURCES, INC.", or a bank wire transfer to TOPAZ's account as directed in writing by TOPAZ,
in the amount of the Initial Payment, to be applied by TOPAZ for the benefit of WI Purchaser in a manner
consistent with Paragraph 3 above;

(c) Such other executed and completed instruments (if any) as described and as may be reasonably required in
written correspondence presented to WI Purchaser, directly or indirectly, by TOPAZ (as part of the purchase
hereunder) or DHOPCO (as part of the operations of the WELL);

                                                  Page 3 of 10
Upon DHOPCO's surveying and permitting of the contemplated WELL (and its completion as a producer) and
upon delivery of this executed Agreement to WI Purchaser, WI Purchaser further agrees to execute and tender
unto TOPAZ the following:

(d) One (1) written Joint Operating Agreement (the "JOA"), to govern operations on the WELL, utilizing a
modified and supplemented AAPL Model Form Operating Agreement with included Accounting COPAS
attachment, such JOA to be consistent with DHOPCO's prior operations in and around Wichita County (or
Texas Counties), Texas;

(e) One (1) executed and acknowledged Memorandum of Operating Agreement and Financing Statement;

(f) One (1) proposed Assignment of Oil, Gas and Mineral Lease (to WI Purchaser)(to be executed by WI
Purchaser and TOPAZ and, thereafter, delivered/recorded by TOPAZ following the completion of the WELL)(it
being the intent of the parties to record a single assignment of the WELL to WI Purchaser);

(g) If necessary, an updated AFE, reflective of the then-existing pricing involved in the activities described therein;
and

(h) Such other and additional documents which the parties may otherwise deem necessary and appropriate to
effectuate the terms of this Agreement and facilitate the completion and production of the WELL.

5. ACCEPTANCE OF SUBSCRIPTION. WI Purchaser agrees that this subscription and election to participate
in the working interest (the "Subscription") is irrevocable and is subject to acceptance by TOPAZ, in its sole
discretion. If not accepted by TOPAZ, all instruments tendered herewith shall be promptly returned, along with
any monies paid by WI Purchaser. WI Purchaser understands that acceptance of this Subscription shall be
signified by TOPAZ's execution of this Agreement and its causing of an executed copy hereof to be returned to
the WI Purchaser. TOPAZ shall have no obligation to accept this Subscription in its entirety or to accept any
third party Subscriptions (if any) in the order received. Further, TOPAZ may accept a Subscription hereunder
notwithstanding an eventual sale of all of the working interest offered to WI Purchaser or others. As soon as
practical following a closing hereunder, WI Purchaser will receive executed counterparts and/or copies of
executed closing documentation hereunder.

6. ACCREDITED INVESTOR. WI Purchaser represents that it constitutes an "accredited investor" as such
term is defined in Regulation D, Section 230.50(a), of the Regulations issued by the Securities and Exchange
Commission under the Securities Act of 1933 (and the similar provisions of the securities laws of the State of
Texas). In particular, as WI Purchaser is not a natural person, WI Purchaser is either an "accredited investor"
under the specific definitions in Regulation D or is an entity in which all the equity owners are

                                                    Page 4 of 10
within such definitions (in terms of minimum income(s) or net worth(s)) and such entity was not formed for the
specific purpose of engaging in this purchase/Subscription.

7. REPRESENTATIONS AND WARRANTIES OF WI PURCHASER. WI Purchaser hereby represents,
covenants and warrants to TOPAZ and any other purchaser of a working interest in the subject WELL/unit, as
follows:

(a) If necessary or appropriate, WI Purchaser has engaged independent legal counsel, accountants or other
qualified professional advisors (individually and collectively the "Advisors") who have acted as requested by WI
Purchaser to evaluate the merits of a working interest purchase and the suitability of such a purchase for WI
Purchaser;

(b) WI Purchaser (either alone or together with any Advisors, if applicable) has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and risks associated with the purchase
of a working interest in the WELL; WI Purchaser recognizes that its/his purchase of a working interest hereunder
involves a high degree of risk which may result in the loss or the total amount of WI Purchaser's payment
hereunder (and additional well costs attributable to such WELL);

(c) WI Purchaser is aware that it must bear the economic risk of an oil and/or gas well working interest for an
indefinite period of time because the working interest offering has not been registered under the Securities Act of
1933 (the "1933 Act"), the Texas Securities Act or the securities act of any other state and, therefore,
subsequent sales may or may not require such a registration (or an exception from registration) (and TOPAZ has
no plans or obligations to undertake such a registration);

(d) WI Purchaser represents that (i) it has been called to WI Purchaser's attention by TOPAZ and any Advisors
that the subject working interest may or may not yield any production sales proceeds or monies above and
beyond the costs incurred, that the WELL may ultimately be a "dry hole" (before or following completion/fracing)
and that the costs of water disposal and other well costs may require additional capital expenditure(s), beyond
original estimates in the AFE for drilling, completion and/or operations; and (ii) no assurances are or have been
made regarding any economic or tax advantages which may inure to the benefit of WI Purchaser;

(e) WI Purchaser has not received nor relied upon any representations or warranties of TOPAZ beyond the
scope of the written materials provided and generated by TOPAZ; in particular, WI Purchaser, either alone or in
conjunction with Advisors, has made such inquiries and investigations as were deemed necessary or appropriate
in order to determine that a purchase of a working interest in the WELL is a suitable and prudent investment for
WI Purchaser, who accepts full responsibility for the adequacy, scope and diligence of such inquiries and
investigations;

(f) WI Purchaser has read and analyzed the materials provided by TOPAZ, this Agreement and other relevant
materials contained therein, and has been given access, if requested, to all underlying documents in connection
with this

                                                   Page 5 of 10
transaction, as well as such other information as WI Purchaser deems necessary or appropriate in evaluating this
Subscription (with all such desire for additional information or access being satisfied); WI Purchaser has had an
opportunity to receive and review all documents and materials that WI Purchaser deems and considers relevant
to the purchase of a working interest hereunder and to ask questions of, and receive satisfactory answers from,
TOPAZ concerning the terms and conditions of this offering (and all such questions have been answered to the
full satisfaction of WI Purchaser);

(g) WI Purchaser's principals/officers or directors are at least twenty one
(21) years of age, citizens of the United States and residents of the state identified in WI Purchaser's address
below, and have no present intention of becoming a resident of any other state or jurisdiction. Further, WI
Purchaser is duly qualified to transact business in the State of Texas or, if required by Texas law to become so
qualified to acquire and own an interest in the WELLS, that WI Purchaser will diligently act to effectuate such
qualification;

(h) WI Purchaser's funds tendered herewith do not represent funds borrowed from any person or lending
institution except to the extent that WI Purchaser has a source of repaying such funds other than from the sale or
the subject working interest; further, WI Purchaser has not created or promised/contracted to create any lien,
encumbrance or security interest in and to the subject working interest and/or related equipment which would be
superior to or otherwise prior to the operator's lien manifested in the JOA and the other closing documents
hereunder.

(i) All information provided to TOPAZ by WI Purchaser in connection with the determination whether to accept
this subscription is true, correct and complete as of the date that this Agreement is signed, and WI Purchaser will
not take any action(s) nor permit any action(s) to be taken which would cause the information provided by WI
Purchaser to no longer be true in any material respect. WI Purchaser further covenants and agrees to immediately
notify TOPAZ as to any material change in such information;

(j) If this Agreement is executed by an attorney-in-fact, such attorney-in-fact has all right and authority in the
stated capacity to execute and deliver this Agreement and/or related documents; and

(k) If the Subscription is being made by a corporation, partnership, limited liability company, trust or estate or if
this Subscription Agreement is executed by an officer, representative, agent or attorney-in-fact, WI Purchaser
will, upon request, provide TOPAZ with a true and correct copy of the articles of incorporation or organization,
bylaws, company agreement/regulations, partnership agreement, instrument creating a trust, will and letters
testamentary or power of attorney (or any other related documents), as the case may be, establishing such entity
and the authority to enter into this Agreement.

(l) WI Purchaser states and represents that its/his statements made in this Paragraph 7 and other paragraphs
within this Agreement are true and correct, as sworn to upon WI Purchaser's oath by WI Purchaser in the
presence of the signatory witness below and prior to execution hereof.

                                                    Page 6 of 10
8. UNDERSTANDING OF SECURITIES LAW RESTRICTIONS. WI Purchaser hereby confirms to TOPAZ
(and the balance of the working interest owners, if different) WI Purchaser's understanding that:

(a) The working interests and/or the offering have not been registered under the 1933 Act, on the basis that such
offering/sale is exempt from registration under Section 3(b) and/or Section 4(2) of the 1933 Act, and/or
Regulation D promulgated thereunder;

(b) TOPAZ and involved parties are relying on the truth and accuracy of the representations, declarations and
warranties made herein by WI Purchaser in offering the subject working interest(s) for sale to WI Purchaser and
in relying upon applicable exemptions available under the 1933 Act; and

(c) TOPAZ is under no obligation to register, or to perfect any exemption for resale of, the working interest(s)
under the 1933 Act or Texas Securities Act or the securities laws of any other state.

9. INDEMNIFICATION. WI Purchaser agrees to indemnify and hold harmless from and against any and all
losses, claims, damages, expenses or liabilities (including attorney's fees) to or against DHOPCO and TOPAZ,
their officers, managers, members, directors and affiliates, due to or arising out of any misrepresentations or
breach by WI Purchaser of any warranty contained herein. Notwithstanding the foregoing, however, no
representation, warranty, acknowledgment or agreement made herein by WI Purchaser shall in any manner be
deemed to constitute a waiver of any rights granted to WI Purchaser under federal or state securities laws.

10. PREMISE OF OFFERING. Notwithstanding anything contained in this Agreement to the contrary, WI
Purchaser acknowledges and understands the following:

(a) TOPAZ is not assembling a formal package of offering materials (i.e. a private placement memorandum) for
the subject offering or participation.

(b) WI Purchaser acknowledges and understands that the pricing for entry into the working interest of the WELL
hereunder is on a "promoted" basis (not actual cost) for this WELL. WI Purchaser further acknowledges that
TOPAZ's willingness to price the working interest(s) offered hereunder on the pricing basis suggested is reflective
of TOPAZ's desire to involve WI Purchaser in the WELL for mutual benefit and not its/their views on the merits
or upside of productivity (or lack thereof) of the subject WELL. WI Purchaser further acknowledges that "time if
of the essence" in the conclusion of the transaction(s) contemplated herein.

                                                   Page 7 of 10
(c) WI Purchaser further acknowledges that TOPAZ has not contracted nor offered any facilitator or introducing
party a financial incentive, inducement, commission, finder's fee or any interest in production from the subject
WELL for their role (if any) in introducing this working interest offering to WI Purchaser. WI Purchaser further
acknowledges that it has not entered into any "side agreement" or understanding, verbally or in writing, with a
TOPAZ principal, officer or representative for any direct or indirect compensation or participation in the WELL
as part and parcel to the transaction(s) contemplated by this Agreement.

11. AREA OF MUTUAL INTEREST FOR NEW WELL DEVELOPMENT. For as long as TOPAZ owns the
subject Lease (and prior to any transfer contemplated by Paragraph 12 below), WI Purchaser shall have the
right, without obligation, to secure and purchase a similar or equivalent working interest in any new exploratory or
development wells situated within the Lease (or lands lawfully pooled therewith, if any) and the attributable units
associated with the same. Such optional working interest shall be obtainable from TOPAZ upon such terms and
conditions as are consistent with the participatory terms reflected in this Agreement for the WELL and the
associated carrying obligation/burden. Such option to participate and purchase shall be subject to exercise by full
written acceptance or rejection within fifteen (15) calendar days of DHOPCO's or TOPAZ's presentment (if at
all) of any notice and proposal containing specifics for each such additional/new well (accompanied by WI
Purchaser's payment of the monetary amounts reflected in the TOPAZ notice).. WI Purchaser's negative election
to participate hereunder on any successive new well shall be deemed as a waiver of such optional participation in
future or subsequent new wells on the Lease. WI Purchaser will be provided with comprehensive information in
the possession of TOPAZ at the time of such election so as to facilitate a learned decision(s) on participation.

12. RIGHT OF FIRST REFUSAL; DRAG ALONG - TAG ALONG. For purposes of this provision, a
"Transfer" means to sell, assign, lease or otherwise transfer to any person or entity. Commencing with the
execution date hereof and continuing thereafter for a period of three (3) calendar year(s) following the
commencement of the drilling of the WELL, WI Purchaser shall not Transfer its interest(s) in the WELL unless
WI Purchaser shall first have offered such WELL interest(s) subject to the proposed Transfer to TOPAZ upon
the same terms and conditions. If WI Purchaser desires to effectuate such a Transfer pursuant to a bona fide
written offer, WI Purchaser shall provide written notice to TOPAZ of the same, including a copy of the written
third party offer. In no event shall any such Transfer fail to afford TOPAZ a minimum of ten (10) business days to
effectively respond (by a closing or otherwise) in good faith. Such right in favor of TOPAZ shall supersede any
drag along/tag along rights afforded in Paragraph 11(a) below during the period of such right established herein.

(a) If either TOPAZ or WI Purchaser receive a bona fide offer, from any person who is not an affiliate and has
no familial relationship by blood or marriage or any other direct or indirect affiliation, either through ownership

                                                    Page 8 of 10
entities or otherwise (other than public companies), to purchase all or a portion of such party's interest in the
WELL, the parties hereto agree to (i) notify the other parties of the substance and detail of such third party offer,
and (ii) make best efforts to facilitate the inclusion of the other parties within such sale upon the same or similar
terms. In the case of a non-operating, minority working interest owner holding 25.0% or less of the subject
working interest in the WELL, such party(s) agrees to a drag along obligation to sell if and only if such party(s)
either fails and refuses to match such third party offer or is the inclusion of their interest(s) in such sale is
mandatory for the conclusion thereof.

13. MISCELLANEOUS. WI Purchaser hereby acknowledges and agrees that it/he is not entitled to cancel,
terminate or revoke this Agreement or any agreements of WI Purchaser hereunder, and that such Agreement and
agreements shall survive
(i) changes in the transactions, documents and instruments described herein which are not material, and (ii) the
death or disability of WI Purchaser; provided, however, that if TOPAZ shall have rejected this entire
Subscription, this Subscription and all agreements of WI Purchaser herein shall automatically be cancelled. All
notices or other communications given or made hereunder shall be in writing and shall be delivered or mailed (by
either first class U.S. Mail, postage pre-paid, or by facsimile or e-mail) to the subject party at the respective
address(es) set forth below. This Agreement will be governed by and construed in accordance with the laws of
the State of Texas and is wholly performable in Denton County, Texas. WI Purchaser will notify TOPAZ
immediately of any material change(s) in the information provided herein. This Agreement contains the entire
agreement of the parties with respect to the subject matter hereof, cumulative of any and all prior discussions
and/or agreement(s), and may not be modified or amended without a written instrument being executing by all
parties to such effect. A facsimile signature shall be deemed effective for all purposes, the same as any original.

IN WITNESS WHEREOF, WI Purchaser has executed this Agreement on this ____________ day of
___________________, 2011.

                                                  WI Purchaser:

                                        RMJ, INC., a Nevada corporation

                               By: /s/ Eric L. Moe
                                   -----------------------------------------
                                   Eric L. Moe, its CEO/President




Address: 8921 N. Indian Trail Road, Suite 288 Spokane, WA 99208 E-mail address: emoe27@aol.com Phone
Number:_____________________________ Fax Number: (509) 465-0775 EIN: 98-0165538

                                                    Page 9 of 10
The above WI Purchaser, upon oath, swore to me that all statements/representations made by WI Purchaser in
this Agreement are true and correct.


Witness
Printed Name:

WHEN FULLY EXECUTED, RETURN TO:

Topaz Resources, Inc.
Mailing Address: 1012 N. Masch Branch Road, Denton, TX 76207-3640 Physical Address: 1012 N. Masch
Branch Road, Denton, TX 76207-3640 Phone: 940-243-3038; Facsimile: 940-243-8643 E-mail:
tmunden@topazresourcesinc.com and rstinnett@usa.net

                                       ACCEPTANCE BY TOPAZ

The foregoing subscription is accepted/rejected by TOPAZ as follows:

         _________           Accepted in full.


         _________           Partially   accepted   to       the   extent   of   ___________
                             working   interest   (if       needed, explain: __________________

                             ______________________________________________________________

         _________           Rejected in full.




DATE: _________________

Topaz Resources, Inc., A Florida corporation

                             By: /s/ Edward J. Munden
                                 ----------------------------------------
                                 Edward J. Munden, its President



                             By: /s/ Robert P. Lindsay
                                 ----------------------------------------
                                 Robert P. Lindsay,
                                 its Chief Operating Officer




                                               Page 10 of 10
Exhibit 10.06

                                     SUBSCRIPTION AGREEMENT
                                               FOR
                                      SCRUGGS #1-H WELL/UNIT
                                      (DENTON COUNTY, TEXAS)

Masch Branch Exploration, L.L.C.
1012 N. Masch Branch Road
Denton, Texas 76207

ATTN: Mr. S. Rand Stinnett and Mr. Bill A. Williamson, Managers

RE: Oil and Gas Lease (the "Lease"), dated/effective August 1, 2004, from Michael L. Scruggs and Melanie A.
Scruggs, husband and wife, as Lessors, and Mid-Continent Geological, Inc., as Lessee, a memorandum of which
is recorded as Instrument Number 2004-146829, Official Records of Denton County, Texas, and a duplicate
memorandum thereof also being recorded as Instrument Number 2004-124797, Official Records of Denton
County, Texas, covering that certain 84.996 acres of land, more or less, as more completely described in said
Lease/memorandum, which along with the terms and conditions of said Lease are incorporated herein by this
reference as if set forth verbatim, such Lease being further amended/extended by (a) that certain written
Extension of Oil, Gas and Mineral Lease, dated April 14, 2005, between Lessors and Lessee, recorded as
Instrument Number 2005-104258, Official Records of Denton County, Texas, and (b) that certain written
Extension of Oil, Gas and Mineral Lease, dated October 26, 2005, between Lessors and Lessee, recorded as
Instrument Number 2005-133687, Official Records of Denton County, Texas.

Gentlemen:

The undersigned subscriber or purchaser (the "WI Purchaser") understands that there is being offered for sale to
WI Purchaser a working interest (and attributable net revenue interest) in the Scruggs #1-H well (API #42-121-
32726), located in the A.F. Cannon Survey, A-232, Denton County, Texas (and the attributable and surrounding
84.996 acre oil, gas and mineral leasehold estate described above)(such well and leasehold being referred to
hereinafter as the "WELL") by and from Masch Branch Exploration, L.L.C. ("MBELLC"), a Texas limited
liability company, is a wholly-owned subsidiary of Topaz Resources, Inc., a Florida corporation ("Topaz").
Topaz is a party to that certain written Non-Binding Term Sheet, dated May 21, 2010, with Earthwise Energy,
Inc. ("EEI") and Energy Partners International ("EPI") (collectively the "Sellers") wherein the parameters for a
definitive agreement for the purchase and sale of the WELL are established. MBELLC is the designee or
assignee of Topaz under such term sheet and the pending purchase and sale agreement, which is targeted for
execution and closing in due course (pending finalization of documentation). Dark Horse Operating Co., L.L.C.
("DHOPCO") is targeted to become the WELL

                                                 Page 1 of 10
operator by virtue of an existing joint operating agreement involving the WELL. MBELLC is desirous of WI
Purchaser's financial participation in the WELL, on a promoted basis consistent with this Subscription Agreement
(this "Agreement"). In consideration of the mutual promises contained herein and the performance(s) and payment
(s) described in this Agreement, the receipt and sufficiency of which are hereby acknowledged, WI Purchaser
and MBELLC agree as follows:

1. DISCLOSURES/BACKGROUND; WELL STATUS. The Scruggs #1-H horizontal Barnett Shale well was
drilled and, following delays in the establishment of access to a natural gas sales line, the well was ultimately
completed (casing plus a liner) and produced, without benefit of the installation of tubing or a permanent
wellhead. Sellers (and third party working interest owners) successfully produced natural gas from said well for a
measured period (over a year) before encountering lease-related circumstances wherein the validity (or
lapsing/termination) of the underlying oil and gas lease evolved, leading to litigation with the surface owner/lessor.
The WELL has been "shut in" for a period of approximately fourteen calendar months but, based upon
MBELLC's analysis of past production and learned evaluations, MBELLC has reason to believe and does
believe that the WELL, following remedial workover and the installation of tubing and a permanent wellhead, can
produce natural gas once again in commercial quantities. Agreements are in place, pending a closing with Sellers,
to (a) dismiss the litigation, (b) secure a ratified/amended oil and gas lease, (c) involve MBELLC in the working
interest and DHOPCO in the WELL operations, and (d) clarify and resolve outstanding issues involving the
WELL. MBELLC is scheduled to acquire from Sellers a 45.417969% working interest (and an accompanying
34.063477% net revenue interest) in and to the WELL (the "Primary WI"), being all of Sellers' interest therein, in
consideration of (among other things) MBELLC's delivery of $250,000.00 in cash and 600,000 shares of Topaz
common stock to Sellers. Subsequent to its pending closing with Sellers, MBELLC intends to pursue the
acquisition of additional working interest in the WELL (the "Secondary WI") in exchange for cash, Topaz stock
or some combination, projected to perhaps result in MBELLC's ownership of 80-100% of the WELL in the
aggregate. The pursuit of the Secondary WI by MBELLC is projected to consume 30-45 days following the
closing with Sellers, at which time the WELL workover will advance. Topaz, as an emerging public company, is
in the early stages of its initial capital raising efforts and is desirous of WI Purchaser's joinder and participation
with MBELLC in the WELL hereunder.

2. WORKING INTEREST OFFERING.WI Purchaser, subject to the acceptance of the Subscription
hereunder, agrees to purchase a working interest in the WELL from MBELLC as follows:

(a) WI Purchaser will purchase from MBELLC one half (1/2) of MBELLC's Primary WI in the WELL (being a
22.708985% working interest and an attributable 17.031739% net revenue interest) in consideration of WI
Purchaser's payment to MBELLC of TWO HUNDRED FIFTY THOUSAND AND NO/100 U.S. DOLLARS
($250,000.00), payable upon subscription hereunder;

                                                    Page 2 of 10
(b) WI Purchaser shall further pay unto MBELLC the sum of FIFTY THOUSAND AND NO/100 U.S.
DOLLARS ($50,000.00), to be utilized by MBELLC (and WI Purchaser) to offset the costs of the
contemplated workover of the WELL (the same to be considered as "spent" by WI Purchaser).

(c) If and when the WELL is reworked and returned to production, WI Purchaser (i) will pay seventy five
percent (75.0%) of actual WELL operational expenses attributable to the Primary WI until a Payout (defined
below), if at all, and (ii) receive seventy five percent (75.0%) of the net revenue proceeds attributable to the
Primary WI until a Payout. As used herein, the term "Payout" shall mean that point in time, if at all, that the
working interest revenues from 75.0% of the Primary WI paid to and received by WI Purchaser, net of and
over-and-above the associated percentage of operational and post-workover WELL costs for the Primary WI in
the WELL, equals $300,000.00 (i.e. WI Purchaser recovers its initial cash outlay from Paragraph 2(a) and 2(b)
above).

(d) Following Payout, WI Purchaser's cost obligations and net revenue rights will return to the equivalent of its
50.0% of the Primary WI purchased hereunder.

(e) Should MBELLC actually acquire any Secondary WI in the WELL, WI Purchaser shall further have the
option, but not the obligation, to acquire from MBELLC up to one half (1/2) of such Secondary WI for cash.
MBELLC contemplates the sole or predominant use of Topaz stock in such offerings for Secondary WI. Similar
to circumstances involving the Primary WI acquisition by WI Purchaser, the cash pricing or amount of such cash
to be delivered by WI Purchaser for its optional acquisition of Secondary WI in the WELL will be determined
using the then-existing market value or price of assets (including cash and stock) expended by MBELLC in the
acquisition process thereof. In the absence of a good faith consensus on such cash equivalent value between and
amongst MBELLC and WI Purchaser, MBELLC's determination thereof shall prevail. All parties contemplate
and envision the conclusion of any Secondary WI acquisition in advance of the targeted workover of the WELL.

3. PAYMENT OF WORKING INTEREST PRICE(S). Upon the submission and execution of this Agreement,
WI Purchaser shall deliver to MBELLC, in a manner consistent with Paragraph 4(b) below, the sum of THREE
HUNDRED THOUSAND AND NO/100 U.S. DOLLARS ($300,000.00)(the "Closing Payment"), to be
applied to WI Purchaser's obligation(s) hereunder. Thereafter, as part of the Secondary WI acquisition process,
should WI Purchaser elect to participate therein and exercise its option hereunder by written notice to MBELLC,
WI Purchaser shall deliver unto TOPAZ the applicable amount of cash to MBELLC (the "Secondary Payment",
whether one or more) in a manner similar to the foregoing Closing Payment. Such Secondary Payment shall be
due and payable on or before the third business day following WI Purchaser's receipt from MBELLC's of the
draft/proposed documentation cited and contemplated in Paragraph 4 (d), (e), (f) and (g) below.
Notwithstanding the foregoing, the parties may elect to conduct a closing of such additional documents (and the
payment of the Secondary Payment), it being the intent of the parties that WI Purchaser shall not receive a
recordable

                                                   Page 3 of 10
assignment of a working interest in the WELL unless and until the required payments/advancements are made by
WI Purchaser.

4. SUBSCRIPTION; ADDITIONAL DOCUMENTS.WI Purchaser hereby irrevocably subscribes to purchase
half of the subject Primary WI in the WELL, pursuant to and upon the terms and conditions herein set forth.
Accordingly, the WI Purchaser, upon its entry into and the execution of this Agreement, hereby tenders the
following:

(a) Two (2) executed counterparts of this Agreement, with pages initialed;

(b) An advancement in the form of either a check, cashier's check or money order, payable to the order of
"MASCH BRANCH EXPLORATION, L.L.C.", or a bank wire transfer to MBELLC's account as directed in
writing by MBELLC, in the amount of the Initial Payment, to be applied by MBELLC for the benefit of WI
Purchaser in a manner consistent with Paragraph 3 above; and

(c) Such other executed and completed instruments (if any) as described and as may be reasonably required in
written correspondence presented to WI Purchaser, directly or indirectly, by MBELLC as part of the purchase
hereunder.

On or before the tenth (10th) day prior to the workover of the WELL, MBELLC and DHOPCO shall tender to
WI Purchaser the following for execution by WI Purchaser:

(d) One (1) written Joint Operating Agreement (the "JOA"), to govern operations on the WELL, utilizing the
existing joint operating agreement in place for the WELL or a ratification of the same, such JOA to be consistent
with DHOPCO's prior operations in and around Denton County, Texas and otherwise acceptable to MBELLC
and DHOPCO;

(e) One (1) executed and acknowledged Memorandum of Operating Agreement and Financing Statement;

(f) One (1) proposed Assignment of Oil, Gas and Mineral Lease (to WI Purchaser);

(g) If necessary, an AFE, reflective of the then-existing pricing involved in the workover activities described
therein; and

(h) Such other and additional documents which the parties may otherwise deem necessary and appropriate to
effectuate the terms of this Agreement and facilitate the workover and production of the WELL.

5. ACCEPTANCE OF SUBSCRIPTION. WI Purchaser agrees that this subscription (the "Subscription") is
irrevocable and is subject to acceptance by MBELLC, in its sole discretion. If not accepted by MBELLC, all
instruments tendered

                                                   Page 4 of 10
herewith shall be promptly returned, along with any monies paid by WI Purchaser. WI Purchaser understands
that acceptance of this Subscription shall be signified by executing this Subscription Agreement and causing an
executed copy hereof to be returned to the WI Purchaser. MBELLC has no obligation to accept this
Subscription in its entirety or to accept any third party Subscriptions (if any) in the order received. Further,
MBELLC may accept a Subscription hereunder notwithstanding an eventual sale of all of the working interest
offered to WI Purchaser or others. As soon as practical following a closing hereunder, WI Purchaser will receive
executed counterparts and/or copies of executed closing documentation hereunder.

6. ACCREDITED INVESTOR. WI Purchaser represents that it constitutes an "accredited investor" as such
term is defined in Regulation D, Section 230.50(a), of the Regulations issued by the Securities and Exchange
Commission under the Securities Act of 1933 (and the similar provisions of the securities laws of the State of
Texas). In particular, as WI Purchaser is not a natural person, WI Purchaser is either an "accredited investor"
under the specific definitions in Regulation D or is an entity in which all the equity owners are within such
definitions (in terms of minimum income(s) or net worth(s)) and such entity was not formed for the specific
purpose of engaging in this purchase/Subscription.

7. REPRESENTATIONS AND WARRANTIES OF WI PURCHASER. WI Purchaser hereby represents,
covenants and warrants to MBELLC and any other purchaser of a working interest in the subject well/unit, as
follows:

(a) If necessary or appropriate, WI Purchaser has engaged independent legal counsel, accountants or other
qualified professional advisors (individually and collectively the "Advisors") who have acted as requested by WI
Purchaser to evaluate the merits of a working interest purchase and the suitability of such a purchase for WI
Purchaser;

(b) WI Purchaser (either alone or together with any Advisors, if applicable) has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and risks associated with the purchase
of a working interest in the WELL; WI Purchaser recognizes that its purchase of a working interest hereunder
involves a high degree of risk which may result in the loss or the total amount of WI Purchaser's payment
hereunder (and additional well costs attributable to such well);

(c) WI Purchaser is aware that it must bear the economic risk of an oil and/or gas well working interest for an
indefinite period of time because the working interest offering has not been registered under the Securities Act of
1933 (the "1933 Act"), the Texas Securities Act or the securities act of any other state and, therefore,
subsequent sales may or may not require such a registration (or an exception from registration) (and MBELLC
has no plans or obligations to undertake such a registration);

(d) WI Purchaser represents that (i) it has been called to WI Purchaser's attention by MBELLC and any
Advisors that the subject working interest may or may not yield any production sales proceeds or monies above
and beyond the costs incurred, that the well may ultimately be a "dry hole" following its workover

                                                   Page 5 of 10
and that the costs of water disposal and other well costs may require additional capital expenditure(s), beyond
original estimates in the AFE; and (ii) no assurances are or have been made regarding any economic or tax
advantages which may inure to the benefit of WI Purchaser;

(e) WI Purchaser has not received nor relied upon any representations or warranties of MBELLC beyond the
scope of the written materials provided and generated by MBELLC; in particular, WI Purchaser, either alone or
in conjunction with Advisors, has made such inquiries and investigations as were deemed necessary or
appropriate in order to determine that a purchase of a working interest in the WELL is a suitable and prudent
investment for WI Purchaser, who accepts full responsibility for the adequacy, scope and diligence of such
inquiries and investigations;

(f) WI Purchaser has read and analyzed the materials provided by MBELLC, this Agreement and other relevant
materials contained therein, and has been given access, if requested, to all underlying documents in connection
with this transaction, as well as such other information as WI Purchaser deems necessary or appropriate in
evaluating this Subscription (with all such desire for additional information or access being satisfied); WI
Purchaser has had an opportunity to receive and review all documents and materials that WI Purchaser deems
and considers relevant to the purchase of a working interest hereunder and to ask questions of, and receive
satisfactory answers from, MBELLC concerning the terms and conditions of this offering (and all such questions
have been answered to the full satisfaction of WI Purchaser);

(g) WI Purchaser's principals/officers or directors are at least twenty one
(21) years of age, citizens of the United States and residents of the state identified in WI Purchaser's address
below, and have no present intention of becoming a resident of any other state or jurisdiction. Further, WI
Purchaser is duly qualified to transact business in the State of Texas or, if required by Texas law to become so
qualified to acquire and own an interest in the WELL, that WI Purchaser will diligently act to effectuate such
qualification;

(h) WI Purchaser's funds tendered herewith do not represent funds borrowed from any person or lending
institution except to the extent that WI Purchaser has a source of repaying such funds other than from the sale or
the subject working interest; further, WI Purchaser has not created or promised/contracted to create any lien,
encumbrance or security interest in and to the subject working interest and/or related equipment which would be
superior to or otherwise prior to the operator's lien manifested in the JOA and the other closing documents
hereunder.

(i) All information provided to MBELLC by WI Purchaser in connection with the determination whether to
accept this subscription is true, correct and complete as of the date that this Agreement is signed, and WI
Purchaser will not take any action(s) nor permit any action(s) to be taken which would cause the information
provided by WI Purchaser to no longer be true in any material respect. WI Purchaser further covenants and
agrees to immediately notify MBELLC as to any material change in such information;

                                                   Page 6 of 10
(j) If this Agreement is executed by an attorney-in-fact, such attorney-in-fact has all right and authority in the
stated capacity to execute and deliver this Agreement and/or related documents; and

(k) If the Subscription is being made by a corporation, partnership, limited liability company, trust or estate or if
this Subscription Agreement is executed by an officer, representative, agent or attorney-in-fact, WI Purchaser
will, upon request, provide MBELLC with a true and correct copy of the articles of incorporation or
organization, bylaws, company agreement/regulations, partnership agreement, instrument creating a trust, will and
letters testamentary or power of attorney (or any other related documents), as the case may be, establishing such
entity and the authority to enter into this Agreement.

8. UNDERSTANDING OF SECURITIES LAW RESTRICTIONS. WI Purchaser hereby confirms to
MBELLC (and the balance of the working interest owners) WI Purchaser's understanding that:

(a) The working interests and/or the offering have not been registered under the 1933 Act, on the basis that such
offering/sale is exempt from registration under Section 3(b) and/or Section 4(2) of the 1933 Act, and/or
Regulation D promulgated thereunder;

(b) MBELLC and involved parties are relying on the truth and accuracy of the representations, declarations and
warranties made herein by WI Purchaser in offering the subject working interest(s) for sale to WI Purchaser and
in relying upon applicable exemptions available under the 1933 Act; and

(c) MBELLC is under no obligation to register, or to perfect any exemption for resale of, the working interest(s)
under the 1933 Act or Texas Securities Act or the securities laws of any other state.

9. INDEMNIFICATION. WI Purchaser agrees to indemnify and hold harmless from and against any and all
losses, claims , damage, expense or liability (including attorney's fees) to or against MBELLC, its officers,
managers, members, directors and affiliates, due to or arising out of any misrepresentations or breach by WI
Purchaser of any warranty contained herein. Notwithstanding the foregoing, however, no representation,
warranty, acknowledgment or agreement made herein by WI Purchaser shall in any manner be deemed to
constitute a waiver of any rights granted to WI Purchaser under federal or state securities laws.

10. PREMISE OF OFFERING. Notwithstanding anything contained in this Agreement to the contrary, WI
Purchaser acknowledges and understands the following:

                                                    Page 7 of 10
(a) MBELLC is not assembling a formal package of offering materials (i.e. a private placement memorandum) for
the subject offering

(b) WI Purchaser acknowledges and understands that its pricing for entry into the working interest of the WELL
hereunder is on a disclosed "promoted" basis (not actual cost) for the "after the fact" entry into the working
interest process for this WELL, with MBELLC's seller(s) having already assumed the drilling and early
completion risks and other associated risks involved with a new well. WI Purchaser further acknowledges that
MBELLC's willingness to price the working interest(s) offered hereunder on the pricing basis suggested is
reflective of MBELLC's desire to involve WI Purchaser in the WELL for mutual benefit and not its/their views on
the merits or upside of productivity (or lack thereof) of the subject WELL. WI Purchaser further acknowledges
that "time if of the essence" in the conclusion of the transaction(s) contemplated herein.

(c) WI Purchaser further acknowledges that MBELLC has not contracted nor offered any facilitator or
introducing party a financial incentive, inducement, commission, finder's fee or any interest in production from the
subject WELL for their role (if any) in introducing this working interest offering to WI Purchaser. WI Purchaser
further acknowledges that it has not entered into any "side agreement" or understanding, verbally or in writing,
with an MBELLC principal, officer or representative for any direct or indirect compensation or participation in
the WELL as part and parcel to the transaction(s) contemplated by this Agreement.

11. RIGHT OF FIRST REFUSAL; DRAG ALONG - TAG ALONG. For purposes of this provision, a
"Transfer" means to sell, assign, lease or otherwise transfer to any person or entity. Commencing with the
execution date hereof and continuing thereafter for a period of one (1) year, WI Purchaser shall not Transfer its
interest(s) in the WELL unless WI Purchaser shall first have offered such WELL interest(s) subject to the
proposed Transfer to MBELLC upon the same terms and conditions. If WI Purchaser desires to effectuate such
a Transfer pursuant to a bona fide written offer, WI Purchaser shall provide written notice to MBELLC of the
same, including a copy of the written third party offer. In no event shall any such Transfer fail to afford MBELLC
a minimum of ten (10) business days to effectively respond (by a closing or otherwise) in good faith. Such right in
favor of MBELLC shall supersede any drag along/tag along rights afforded in Paragraph 11(a) below during the
period of such right established herein.

(a) If MBELLC or WI Purchaser receive a bona fide offer, from any person who is not an affiliate and has no
familial relationship by blood or marriage or any other direct or indirect affiliation, either through ownership
entities or otherwise (other than public companies), to purchase all or a portion of such party's interest in the
WELL, the parties hereto agree to (i) notify the other parties of the substance and detail of such third party offer,
and (ii) make best efforts to facilitate the inclusion of the other parties within such sale upon the same or similar
terms. In the case of a non-operating, minority working interest owner holding 25.0% or less of the subject
working interest in the WELL, such party(s) agrees to a drag along obligation to sell if and only if such party(s)
either fails and refuses to match such third party offer or is the

                                                    Page 8 of 10
inclusion of their interest(s) in such sale is mandatory for the conclusion thereof.

12. MISCELLANEOUS. WI Purchaser hereby acknowledges and agrees that it is not entitled to cancel,
terminate or revoke this Agreement or any agreements of WI Purchaser hereunder, and that such Agreement and
agreements shall survive (i) changes in the transactions, documents and instruments described herein which are
not material, and (ii) the death or disability of WI Purchaser; provided, however, that if MBELLC shall have
rejected this entire Subscription, this Subscription and all agreements of WI Purchaser herein shall automatically
be cancelled. All notices or other communications given or made hereunder shall be in writing and shall be
delivered or mailed (by either first class U.S. Mail, postage pre-paid, or by facsimile or e-mail) to the subject
party at the respective address(es) set forth below. This Agreement will be governed by and construed in
accordance with the laws of the State of Texas and is wholly performable in Denton County, Texas. WI
Purchaser will notify MBELLC immediately of any material change(s) in the information provided herein. This
Agreement contains the entire agreement of the parties with respect to the subject matter hereof, cumulative of
any and all prior discussions and/or agreement(s), and may not be modified or amended without a written
instrument being executing by all parties to such effect. A facsimile and/or scanned/e-mailed signature shall be
deemed effective for all purposes, the same as any original.

IN WITNESS WHEREOF, WI Purchaser has executed this Subscription Agreement on this ____________
day of October, 2010.

                                                   WI Purchaser:

                                      RMJ, INC., a ___________ corporation

                                                         By:
                                                   Printed Name:

Title:

                                                      Address:


E-mail address:

                                                   Phone Number:
                                                    Fax Number:
                                                        EIN:


Witness
Printed Name:

                                                     Page 9 of 10
WHEN FULLY EXECUTED, RETURN TO:

Masch Branch Exploration, L.L.C.
Mailing Address: 1012 N. Masch Branch Road, Denton, TX 76207-____; Physical Address: 1012 N. Masch
Branch Road, Denton, TX 76207-____; Phone: 940-243-7744 or 940-243-3038; Facsimile: 940-243-8643
E-mail: billawilliamson@topazresourcesinc.com and rstinnett@usa.net

                                      ACCEPTANCE BY MBELLC

The foregoing subscription is accepted/rejected by MBELLC as follows:

         _________           Accepted in full.


         _________           Partially   accepted   to       the   extent   of   ___________
                             working   interest   (if       needed, explain: __________________

                             ______________________________________________________________

         _________           Rejected in full.




DATE:____________________

Masch Branch Exploration, L.L.C., A Texas limited liability company

                             By:/s/ S. Rand Stinnett
                                 ----------------------------------------
                                 S. Rand Stinnett, its Manager



                             By: /s/ Bill A. Williamson
                                 ----------------------------------------
                                 Bill A. Williamson, its Manager




                                               Page 10 of 10
Exhibit 10.07

                                         TOPAZ RESOURCES, INC.
                                      1012 N. MASCH BRANCH ROAD
                                           DENTON, TEXAS 76207
                                               (940) 243-1122
                                            FAX = (940) 243-8643

                                                 October 12, 2010

Viejo Coyotes Energy, LLC
8235 Douglas Avenue, Suite 525
Dallas, TX 75225

ATTN: Mr. Frank King, Manager

RE: 543.69 acres, more or less, Henry Hastie Survey, A-92, Wichita County, Texas; Purchase and Sale of Oil
and Gas Lease, dated March 16, 1991, from Stephen P. Ramming et ux, as Lessors, to Raymond W. Thor &
Associates, Inc., as Lessee, recorded in Volume 1553, Page 423, Deed Records of Wichita County, Texas (and
all equipment located thereon)(the "Assets")

Dear Frank:

This letter, when executed, will serve as the agreement between Viejo Coyotes Energy, LLC ("Viejo") and
Topaz Resources, Inc. ("Topaz") for Topaz's purchase from Viejo of the referenced lease. For good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged by both parties, Viejo and
Topaz agree as follows:

(1) Viejo agrees to sell and Topaz agrees to purchase all of Viejo's right, title and interest in and to the Assets
described above for the aggregate purchase price of SIXTEEN THOUSAND AND NO/100 U.S. DOLLARS
($16,000.00). The Assets will specifically include Viejo's interest in and to the referenced lease (which it believes
to be 100.0% of the working interest with an accompanying 80.0% net revenue interest), coupled with any and
all equipment located on the property and used in connection with the existing wells (inclusive of the water
injection well(s)). The $16,000.00 purchase price shall be paid via cashier's check, payable to "Viejo Coyotes
Energy, LLC", upon the closing contemplated in Paragraph 7 below.

(2) Viejo shall deliver unto Topaz at closing an executed Assignment of Oil, Gas and Mineral Lease, the form of
which is attached hereto as Exhibit "A" and incorporated herein by this reference.
Viejo Coyotes Energy, LLC
October 12, 2010

                                                      Page 2

(3) Viejo shall transfer operations of the subject lease/wells to Topaz's designated operator, Dark Horse
Operating Co., L.L.C. ("DHOPCO"), via written/executed RRC Form P-4, a copy of which is attached as
Exhibit "B" hereto and incorporated herein by this reference.

(4) Viejo and Topaz agree to cooperate with each other, following the execution of this agreement to (if not
already) (a) provide Topaz with access to Viejo's title files, abstracts, runsheets, copies of instruments affecting
title to the lease and equipment and other title-related documents in Viejo's possession which relate or pertain to
the subject lease/wells, (b) execute and deliver such forms and documentation as DHOPCO may need to file
with regulatory authorities (if any) regarding its go-forward use and operation of any water injection well(s) on the
subject lease, and (c) deliver unto Topaz copies of all existing and accumulated logs, geological, engineering and
other technical analyses of the leased premises (which are part of the assets being sold and conveyed hereunder).

(5) Viejo shall deliver unto Topaz, as part and parcel to the execution hereof, an executed Unanimous Consent in
Lieu of Meeting of the Member(s) and Manager(s) of Viejo Coyotes Energy, LLC, the form of which is attached
hereto as Exhibit "C" and incorporated herein by this reference.

(6) Viejo and Topaz agree that all oil/hydrocarbons currently accumulated in tanks located on the subject lease
(and produced therefrom), if any, shall be deemed to have been produced following the effective date of this
agreement and that Viejo has no claim(s) to the proceeds of any eventual sale (or to the oil in kind). Viejo further
represents and agrees that neither Topaz nor its operator, DHOPCO, shall have any responsibility for payment of
(and Viejo hereby indemnifies such parties against claims involving) royalties on any oil or gas production and
sales prior to the effective date of this agreement.

(7) The parties agree to exchange the cited/executed documentation and deliver the agreed consideration(s) at a
closing to take place on or before the close of business on October 13, 2010 at Viejo's offices in Dallas, Texas.
Notwithstanding the foregoing, the parties may mutually elect to conduct such closing by the use of overnight
courier or delivery(s) in lieu of a physical meeting. The closing (and involved documents) shall be deemed
effective as of October 1, 2010.

                                          (signatures follow on next page)
Viejo Coyotes Energy, LLC
October 12, 2010

                                                      Page 3

If the foregoing accurately reflects our understanding and agreement, please indicate the same by initialing each
page in the space(s) provided (and the bottom of each exhibit page) and by signing and dating this letter in the
spaces provided below.

Sincerely,

                                         TOPAZ RESOURCES, INC.

                                 By: /s/ Robert P. Lindsay
                                     -------------------------------------
                                     Robert P. Lindsay
                                     Its Chief Operating Officer




AGREED AND ACCEPTED this _______ day of October, 2010.

                                     VIEJO COYOTES ENERGY, LLC,
                                       A Texas limited liability company

                                 By: /s/ Frank King
                                     -------------------------------------
                                     Frank King, its Manager




             EXHIBITS:   Exhibit "A" = Assignment of Oil, Gas and Mineral Lease
                         Exhibit "B" = RRC Form P-4
                         Exhibit "C" = Unanimous Consent of the Member(s) and                Manager(s)
                                       of Viejo Coyotes Energy, LLC
Exhibit 10.08

                  PURCHASE AGREEMENT

                     Earthwise Energy, Inc.

                                 and

                  Energy Partners International

                     (collectively, the "Sellers")

                                 and

                Masch Branch Exploration, L.L.C.

                            (the "Buyer")

                         January 13, 2011
                           PURCHASE AGREEMENT
                            TABLE OF CONTENTS

Article 1      DEFINITIONS..................................................... 4

Article 2      PURCHASE OF PROPERTIES.......................................... 8
        2.1    Conveyance of Properties........................................ 8
        2.2    Limitations.....................................................10

Article 3      CONSIDERATION...................................................10
        3.1    Consideration...................................................10
        3.2    Cash Consideration Payment......................................10
        3.3    Delivery and Facilitation of Stock Consideration................10
        3.4    Consent to Allocation/Division of Consideration.................11

Article 4      ENVIRONMENTAL MATTERS...........................................11
        4.1    Presence of Wastes, NORM, Hazardous Substances and Asbestos.....11

Article 5      REPRESENTATIONS AND WARRANTIES OF SELLERS.......................11
        5.1    Organization; Authority; Enforceability.........................11
        5.2    No Conflict.....................................................12
        5.3    Consents and Preferential Rights................................12
        5.4    Litigation and Claims...........................................12
        5.5    Governmental Permits............................................12
        5.6    Contracts.......................................................12
        5.7    No Encumbrances.................................................12
        5.8    Current Commitments.............................................13
        5.9    Taxes...........................................................13
        5.10   Finder's Fees...................................................13
        5.11   No Adverse Environmental Conditions.............................13
        5.12   No Net Reduction of Interests...................................13

Article 6      REPRESENTATIONS AND WARRANTIES OF Buyer.........................14
        6.1    Organization; Authority; Enforceability.........................14
        6.2    No Conflicts....................................................14
        6.3    Finder's Fees...................................................14

Article 7      SPECIFIC COVENANTS OF the Parties...............................14
        7.1    Confidentiality.................................................14
        7.2    Escrow of Work-Over Reimbursement; AFE Restrictions.............15
        7.3    JV Resignation and JV Letter....................................16
        7.4    Change of Operator..............................................17
        7.5    Covenants of the Parties Regarding Scruggs Litigation...........17
        7.6    GGG Gathering Agreement.........................................18
        7.7    ETC Transportation Agreement....................................18
        7.8    Temco Marketing Agreement.......................................19
        7.9    GTO Discussions.................................................19

Article 8      CLOSING.........................................................20
        8.1    The Closing.....................................................20
        8.2    Closing Deliveries..............................................20

Article 9      ACCOUNTING MATTERS..............................................21
        9.1    Post-Closing Revenues and Expenses..............................21
        9.2    Accounting Software.............................................21

                                       2
                   9.3   Bank Accounts...................................................22
                   9.4   Severance Taxes, Refunds, and Expense Reimbursements Due to EEI.22
                   9.5   Liability Exemption of Buyer....................................24

         Article 10      CERTAIN POST-CLOSING COVENANTS..................................25
                 10.1    Further Assurances..............................................25
                 10.2    Delivery of Records by EEI......................................25

         Article 11      INDEMNIFICATION.................................................25
                 11.1    Sellers' Indemnity..............................................25
                 11.2    Scope of Each Seller's Indemnity................................26
                 11.3    Survival of Sellers' Representations and Warranties.............26
                 11.4    Buyer's Indemnity...............................................26
                 11.5    Limitations of Warranties on Personal Properties................26
                 11.7    Convenants Running with the Land................................27

         Article 12      TAXATION........................................................27
                 12.1    Responsible Party...............................................27
                 12.2    Transfer Taxes..................................................28
                 12.3    Tax-Deferred Exchange Option....................................28
                 12.4    Allocation of Values............................................28

         Article 13      MISCELLANEOUS...................................................28
                 13.1    Joint and Severally Liability of EEI............................28
                 13.2    Notice..........................................................28
                 13.3    Governing Law...................................................28
                 13.4    Assignment......................................................29
                 13.5    Entire Agreement; Amendments....................................29
                 13.6    Construction....................................................29
                 13.7    Severability....................................................30
                 13.8    Binding Effect..................................................30
                 13.9    Counterparts....................................................30
                 13.10   Exercise of Rights; Waiver......................................30
                 13.11   Expenses and Fees...............................................30
                 13.12   Limitation on Damages...........................................30
                 13.13   Conspicuousness.................................................30
                 13.14   Disputes; Interpretation........................................30
                 13.15   Attorney's Fees.................................................31
                 13.16   Voluntary Agreement.............................................31

         EXHIBITS:

         Exhibit   A             Properties
         Exhibit   B             Copy of the Lease
         Exhibit   C             Scruggs Resolution
         Exhibit   D             Subscription, Issuance Resolution and Authorization Letter
         Exhibit   E             GGG Gathering Agreement
         Exhibit   F             ETC Transportation Agreement




Exhibit G - Part 1 Form of Conveyance - EPI's Portion of the Properties Exhibit G - Part 2 Form of Conveyance
- EEI's Portion of the Properties
(excluding JV Interests)
Exhibit G - Part 3 Form of Conveyance - JV Interests

          Exhibit H              Temco Marketing Agreement
          Exhibit I              Form of Stipulation, Cross-Conveyance and Correction
                                 Assignment
          Exhibit J              Form of JV Letter and JV Ballot
          Exhibit K              Form of Ratification of JOA and Amendments and Transfer of
                                 Operator's Lien
          Exhibit L              Form of Escrow Agreement
          Exhibit M              Form of GGG Consent




                                                     3
                                         PURCHASE AGREEMENT

This Purchase Agreement (this "AGREEMENT" or this "PA") is made and entered into on January ____, 2011,
by and between Earthwise Energy, Inc., a Nevada corporation ("EEI") and Energy Partners International, a
Texas Joint Venture Partnership ("EPI") (collectively, EEI and EPI may be referred to herein as "SELLERS") and
Masch Branch Exploration, L.L.C., a Texas limited liability company (referred to herein as "BUYER"). Each
party to this Agreement may be referred to herein as a "PARTY" and collectively, as the "PARTIES".

WHEREAS, each Seller desires to convey to Buyer, and Buyer desires to receive from each Seller, the
"PROPERTIES" (as defined hereinafter) on the terms and conditions set forth herein;

NOW, THEREFORE, based on and in consideration of the mutual covenants and agreements contained herein,
the Parties agree as follows:

                                                  ARTICLE 1
                                                 DEFINITIONS

To the extent not defined elsewhere in this Agreement, the following definitions apply:

"ADVERSE ENVIRONMENTAL CONDITION" means any contamination or condition exceeding regulatory
limits and not otherwise permitted or authorized by permit or law, resulting from any discharge, release,
production, storage, treatment, seepage, escape, leakage, emission, emptying, leaching or any other activities on,
in or from the Lease or the Properties, of any wastes, pollutants, contaminants, hazardous materials or other
materials or substances subject to regulation relating to the protection of the environment that require remediation
based upon the condition of the Properties at the Effective Time pursuant to any current federal, state or local
laws or statutes, including the Environmental Laws.

"AFFILIATE" means any Person which (a) controls or is controlled by, either directly or indirectly, a Party or (b)
is directly or indirectly controlled by a Person which directly or indirectly controls such Party, for which purpose
"control" means the right to exercise more than fifty percent (50%) of the voting rights in the appointment of the
directors or similar representation of a Person.

"BUYER GROUP" means Buyer, its Affiliates, and its (and/or their respective) employees, officers, directors,
agents, contract operators, consultants, members and representatives.

"CLAIM" means any and all claims, demands, suits, causes of action, losses, damages, liabilities, fines, penalties,
costs and expenses (including attorneys' fees and costs of litigation, arbitration and settlements), whether known
or unknown.

"CLOSING" has the meaning given in Article 8 hereof.

"CLOSING DATE" means the time and date of the Closing, as set forth in this Agreement.

"CONTRACTS" shall have the meaning given for such term, as set forth in the form of the Conveyances attached
hereto as Exhibit "G" - Part 1 and Exhibit "G"
- Part 2.

"DEBT INSTRUMENT" means any indenture, mortgage, loan, credit or sale-leaseback or similar financial
contract.

"EFFECTIVE TIME" means 11:59 p.m. CST on December 31, 2010.

                                                         4
"ENVIRONMENTAL LAWS" means all applicable Laws and/or regulations of any Governmental Authority
concerning or relating to (a) prevention of pollution or environmental damage, (b) removal or remediation of
pollution or environmental damage, or (c) protection of the environment or health or safety, including, but not
limited to, the Clean Air Act, the Comprehensive Environmental Response, Compensation and Liability Act of
1980, the Federal Water Pollution Control Act, the Safe Drinking Water Act, the Toxic Substance Control Act,
the Hazardous and Solid Waste Amendments Act of 1984, the Superfund Amendments and Reauthorization Act
of 1986, the Hazardous Materials Transportation Act, the Clean Water Act, the National Environmental Policy
Act, the Endangered Species Act, the Fish and Wildlife Coordination Act, the National Historic Preservation Act
and the Oil Pollution Act of 1990, as such laws may be amended from time to time.

"GATHERING SYSTEM" means, generally, that certain system of pipes and equipment owned by Gaedeke
Gulftex Gathering, LLC ("GGG") that is commonly known as the Copper Canyon Gathering System ("CCGS"),
including (i) those certain four gas lines that run from the gas meter at the tank battery on each of four oil and gas
wells, the Foster #1-H, the McClendon #1-H, the McClendon #2-H, and the Scruggs #1-H wells, to a common
connection point ("CCP") located within the drilling unit of the Foster #1-H well (generally referred to herein as
the "FOSTER Lease"), (ii) certain common equipment, including, but not limited to, an inline compressor and
secondary water separator installed on the Foster Lease after the CCP (the "COMPRESSOR AND
COMMON EQUIPMENT"), and (iii) a common gas transmission line running from the common compressor to
a conduit junction at a common delivery point ("CDP") connecting the CCGS to a separate, third party gas line
on the Foster Lease (the "ETC LINE") for continued transmission thereafter pursuant to that certain contract
dated July 1, 2007 (the "ETC TRANSPORTATION AGREEMENT") by and between GTO and ETC Texas
Pipeline, Ltd. ("ETC") under which EEI has replaced GTO as the "shipper" therein; and specifically with regard
to the Well, "GATHERING SYSTEM" means the gas line that runs from the gas meter at the tank battery on the
Well through the Easement owned by GGG on the Lease and which then continues off the Lease and on to its
connection at the CCP on the Foster Lease.

"GATHERING CONTRACT" means that certain gas gathering agreement, dated September 1, 2007 and now
owned by GGG, a copy of which is attached as Exhibit "E", which designated GTO as the "shipper" of gas from
the Well and Gulftex Gathering, LP ("GTG") as the "Gatherer" therein, as differentiated from the ETC
Transportation Agreement, which designates GTO as the "Shipper" and ETC as the "Gatherer" therein;

"GOVERNMENTAL AUTHORITY" means any federal, state, local, municipal, tribal or other government, any
governmental, regulatory or administrative agency, commission, body or other authority exercising or entitled to
exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power, or any
court or government tribunal.

"GULFTEX OPERATING, INC." or "GTO" means that certain Texas corporation, whose address is 3030 LBJ
Freeway, Suite 1320, Dallas, Texas 75234 and which is known by and to Buyer and each Seller as the Person
that, based on information and belief, (a) obtained the Lease from the Originators, (b) drilled the Well and was
the first operator of the Well, (c) constructed, or caused to be constructed, the Gathering System, (d) originally
formed the JV and was the first manager of the JV, and (e) assigned the Properties to each Seller.

"HYDROCARBONS" means crude oil, natural gas, natural gas liquids, casinghead gas, distillate, plant products,
condensate, related hydrocarbons and associated substances (including carbon dioxide) and all other minerals of
every kind and character which may be covered by, produced from, or included in relation to the Properties.

                                                          5
"JOA" means that certain Joint Operating Agreement, dated August 5, 2006, originally executed by GTO, as
operator therein, and Philip R. Rice and Mid-Continent Geological, Inc., as the non-operators therein, including
all exhibits attached thereto and all subsequent modifications and/or amendments to same (of which Buyer has
received a copy or which has been manifested in the real property records in Denton County, Texas), as made
thereafter, all of which are deemed to be incorporated into this Agreement in their entirety by reference.

"JV" means that certain Texas Joint Venture partnership known as the Scruggs #1-H Joint Venture, which was
originally formed and managed by GTO and which is currently managed by EEI.

"JV AGREEMENT" means that certain written Scruggs #1-H Joint Venture Agreement, effective December 12,
2005, between and amongst each of the partners acceding to ownership of a percentage of the JV partnership
interests through their admission into the JV, as a general partner therein, at any time subsequent to the JV's
original formation and organization by GTO.

"JV INTERESTS" means that certain partnership interest in the Scruggs #1-H Joint Venture owned by EEI,
constituting a 2.383388% partnership interest in the JV, which is equivalent to a 1.000% working interest
(0.750% net revenue interest) in the Well.

"LAWS" means any and all laws, statutes, codes, ordinances, permits, licenses, authorizations, agreements,
decrees, writs, orders, judgments, principles of common law, rules or regulations (including, for the avoidance of
doubt, Environmental Laws) that are promulgated, issued or enacted by a Governmental Authority having
jurisdiction.

"LEASE" means that certain Oil and Gas Lease executed by Michael and Melanie Scruggs (the "SCRUGGS"),
as Lessors therein, and Mid-Continent Geological, Inc., as Lessee therein, effective as of August 1, 2004,
including all extensions, amendments and ratifications thereof, a true and correct copy of which is shown as
Exhibit "B", which is attached hereto and made a part hereof, and a memorandum of said original Lease being
recorded as Instrument #2004-124797, Official Records of Denton County, Texas, with a duplicate version of
said memorandum being subsequently recorded as Instrument #2004-146829, Official Records of Denton
County, Texas (both memoranda referring to the same and singular Lease).

"NET REDUCTION OF INTERESTS" means (a) a reduction of either Seller's Net Revenue Interest in one or
more of the Properties described in Exhibit "A", which is attached hereto and made a part hereof, at any time
during the productive life thereof resulting from an occurrence prior to the Effective Time or a contractual
obligation in existence prior to the Effective Time, below the Net Revenue Interest for such Properties, as set
forth in Exhibit "A", or (b) an increase of either Seller's Working Interest in a one or more of the Properties
described in Exhibit "A" at any time during the productive life or abandonment thereof resulting from an
occurrence prior to the Effective Time or a contractual obligation in existence prior to the Effective Time, to more
than the Working Interest for such Properties, as set forth in Exhibit "A".

"NET REVENUE INTEREST" means each Seller's interest in and to all production of Hydrocarbons saved,
produced and sold from any of the Properties, as such interest(s) is/are described in Exhibit "A".

"NORM" means naturally occurring radioactive material.

"OPERATIVE DOCUMENTS" means those documents listed or referred to in
Section 8.2 or otherwise delivered at or after the Closing, in each case to the extent executed and delivered by a
Party.

                                                         6
"ORIGINATORS" means Mid-Continent Geological, Inc., the Person that originally acquired the Lease from the
Scruggs (in conjunction and/or concert with Philip R. Rice who, while not a lessee under the Lease, is included in
this definition of the term "Originators", as one of the Originators of the Lease).

"PARTY" means Buyer or either Seller, as the case may be, and "PARTIES" means all of them.

                                "PERMITTED ENCUMBRANCES" means:

(a) Royalties, overriding royalties, sliding scale royalties, production payments, reversionary interests, convertible
interests, net profits interests and similar burdens if the cumulative effect of the burdens does not operate as a Net
Reduction of Interests;

(b) Division orders, natural gas marketing agreements (to the extent disclosed and assumed hereunder), and the
Contracts;

(c) Preferential rights to purchase one or more of the Properties and similar contractual provisions and required
third party consents to assignment (of the Lease and operations of the Well) that either have been waived or
obtained prior to Closing or are customarily obtained post-Closing;

(d) Materialman's, mechanic's, repairman's, employee's, contractor's, operator's, tax, assessment and other
similar liens or charges arising in the ordinary course of business for pre-Closing obligations (i) that are not
delinquent or (ii) that if delinquent, are being contested in good faith and for which each Seller hereby agrees to
indemnify Buyer subsequent to Closing;

(e) Easements, rights-of-way, servitudes, permits, surface leases, and other rights in respect of surface operations
that do not individually or in the aggregate materially interfere with the use and operation of any of such Properties
affected thereby for the purpose for which such Properties are currently used;

(f) Each of the Contracts (except for any terms or provisions thereof that are not usual and customary for
agreements of such nature covering Hydrocarbon properties and operations similar to the Properties and current
operation thereof); provided, however, that the effect of any such items does not and will not operate as a Net
Reduction of Interests;

(g) The Operator's liens (if any) as provided for under the JOA (which is being assigned to Buyer hereunder),
whether perfected by recordation of a written notice thereof in the records of Denton County, Texas or
otherwise, either before or after Closing, or any such Operator's lien(s) reflected or established in a replacement,
amendment or new joint operating agreement (if any) between and amongst the WI owners of the Lease post-
Closing; and

(h) Each of the liens, encumbrances, or other obligagtions of the Scruggs.

"PERSON" means an individual, group, partnership, corporation, trust or other entity, including Governmental
Authorities.

"PROPERTIES" has the meaning given in Article 2 hereof and as more specifically described in Exhibit "A"
attached hereto.

"PROPERTY TAXES" means all federal, state or local taxes, assessments, levies or other charges, which are
imposed upon the Properties by any applicable

                                                          7
governing or educational body, including (but not limited to) ad valorem, property, school, documentary or
stamp, as well as any interest, penalties and fines assessed or due in respect of any such taxes, whether disputed
or not.

"RECORDS" means, to the extent in the possession of either Seller or which either Seller has the right to obtain,
copies of books and records, files, records, data, correspondence, studies, surveys, reports, Hydrocarbon sales
contract files, gas processing files, geologic, proprietary geophysical and seismic data (including raw data and any
interpretative data or information relating to such geologic, geophysical and seismic data) and other data (in each
case whether in written or electronic format) and relating to the operation of the Properties, including all title
records, prospect information, title opinions, title insurance reports, abstracts, property ownership reports,
customer lists, supplier lists, sales materials, well logs, well tests, maps, engineering data and reports, health,
environmental and safety information and records, third-party licenses, accounting and financial records,
operational records, reserve estimates and economic estimates; production and processing records, division
order, lease, land and right-of-way files, accounting files, tax records (other than income tax), and contract files.
Notwithstanding the foregoing, "RECORDS" shall not include any of the foregoing to the extent that such
information cannot be disclosed without consent under the terms of existing Contracts but only to the extent either
Seller has requested such consent and such consent has not been obtained.

"SELLER GROUP" means each Seller and its/their Affiliates, and its and their respective employees, officers,
directors, partners, contract operators, agents, consultants and representatives.

"SEVERANCE TAXES" means all federal, state or local taxes, assessments, levies or other charges, which are
imposed upon production from the Properties, including excise taxes on production, severance or gross
production, as well as any interest, penalties and fines assessed or due in respect of any such taxes, whether
disputed or not.

"TAXES" mean any and all taxes, levies or other like assessments, including but not limited to income tax,
franchise tax, profits tax, windfall profits tax, surtax, gross receipts tax, capital gains tax, remittance tax,
withholding tax, sales tax, use tax, value added tax, goods and services tax, presumptive tax, net worth tax,
special contribution, production tax, pipeline transportation tax, severance tax, excise tax, ad valorem tax,
property tax (real, personal or intangible), inventory tax, transfer tax, premium tax, environmental tax (including
taxes under Section 59A of the Code), customs duty, stamp tax or duty, capital stock tax, franchise tax, margin
tax, occupation tax, payroll tax, employment tax, social security tax, unemployment tax, disability tax, alternative
or add-on minimum tax, estimated tax, and any similar tax or assessment imposed by any Governmental
Authority or other taxing authority, together with any interest, fine or penalty, or addition thereto, whether
disputed or not.

"TRIO" means Trio Consulting and Management, LLC of Wichita Falls, Texas, the operator-of-record
heretofore engaged by contract with EEI to operate the Well on the Lease.

"WELL" means the Scruggs #1-H well (API #42-121-32726) located on the Lease.

"WORKING INTEREST(S)" or "WI" means the percentage of costs and expenses associated with the
exploration, drilling, development, operation and abandonment of the Well and any well on the Lease (and the
associated obligation to pay the same).

                                              ARTICLE 2
                                        PURCHASE OF PROPERTIES

2.1 CONVEYANCE OF PROPERTIES. Subject to the terms and conditions of this Agreement, each Seller
agrees to assign, convey, and deliver to Buyer, and Buyer agrees to acquire and take receipt from each Seller at
the Closing the

                                                          8
"PROPERTIES," meaning each such Seller's respective right, title and interest in and to the following:

2.1.1. The Lease and all of the lands covered by the Lease ("LANDS"), together with corresponding surface and
subsurface rights in and to all the property and rights incident thereto, including all rights in any pooled or unitized
or communitized acreage by virtue of the Lands being a part thereof ("UNITS"); all production from Units
allocated to any such Lands; and all reversionary interests, carried interests, options, convertible interests and net
profits interests attributable thereto, together with all rights that arise by operation of Law or otherwise in all
properties and land unitized, communitized or pooled with the Lands;

2.1.2. All easements, rights-of-way, servitudes, licenses, authorizations, permits, and similar surface and other
rights and interests applicable to, or used or useful in connection with, any or all of the Lease, the Lands and
Units (the "EASEMENTS");

2.1.3. All producing, non-producing, shut-in and other well bores including Hydrocarbon wells, disposal wells,
injection wells, observations wells, and co-op wells located on the Lease, the Lands and Units, including the Well
and the pro-ration units associated therewith;

2.1.4. All pipelines, plants, gathering and processing systems, platforms, buildings, compressors, machinery,
tools, utility lines, all computer and automation equipment (including rental or leasing agreements for any of same)
located on Lease, the Lands and Units, equipment, fixtures, and improvements and other appurtenances, on or
to, the Lease, the Lands and Units, insofar as they are used or were obtained in connection with the ownership,
operation, maintenance or repair of the Lease, the Lands and Units or relate to the production, treatment, sale, or
disposal of Hydrocarbons or water produced from the Lease, the Lands and Units or attributable thereto,
exclusive of the Gathering System but inclusive of each Seller's connections and connective equipment thereto
(the "FACILITIES"); ----------

2.1.5. All Hydrocarbons (or the proceeds from the sale of Hydrocarbons) (a) produced after the Effective Time
or (b) located, as of the Effective Time, in pipelines or in tanks above the pipeline sales connection, in each case,
attributable to the Lease, the Lands and Units;

2.1.6. The Contracts;

2.1.7. All unitization, communitization and pooling declarations, orders and agreements to the extent they relate to
the Lease, the Lands and Units, or the production of Hydrocarbons therefrom;

2.1.8. All environmental and other governmental (whether federal, state, local or tribal) certificates, consents,
permits, licenses, orders, authorizations, franchises and related instruments or rights relating to the ownership,
operation or use of the Lease, the Lands, Units and the Facilities (the "PERMITS");

2.1.9. All royalties, sliding scale royalties, shut in royalties, rights to royalties in kind or other interests, including
Working Interests and JV partnership interests, in production of Hydrocarbons from the Lease, the Lands and
Units;

                                                              9
2.1.10. All Records of each Seller used or held for use primarily in connection with the Lease, the Lands, Units
and the Facilities and the production of Hydrocarbons from the Lease, the Lands and Units.

2.2 LIMITATIONS. All of the rights, titles, and interests in and to the real and personal properties described in
Sections 2.1.1 through 2.1.10, subject to the limitations and terms expressly set forth herein and in Exhibit "A", as
more particularly described in the forms of conveyance shown in Exhibit "G" - Part 1, Exhibit "G" - Part 2, and
Exhibit "G" - Part 3 attached hereto, are individually and collectively referred to hereinafter, without distinction, as
the "PROPERTIES".

                                                  ARTICLE 3
                                                CONSIDERATION

3.1 CONSIDERATION. Consideration for the Properties hereunder shall be in the form of cash and third party
stock, as more completely set forth herein. The total cash consideration shall be delivered by Buyer for EPI's
interests in the Properties in the amount of Two Hundred Fifty Thousand and No/100 U.S. Dollars
($250,000.00) (the "CASH CONSIDERATION"). The stock consideration shall be delivered by Buyer for
EEI's interests in the Properties in the amount of FIVE MILLION (5,000,000) shares (par value $0.001) of
common stock of Topaz Resources, Inc., a publicly-traded Florida corporation organized under the laws of the
State of Florida ("TOPAZ") (OTCBB: TOPZ), deliverable as set forth below (the "STOCK
CONSIDERATION").

3.2 CASH CONSIDERATION PAYMENT. The Parties agree that the Cash Consideration will be payable in
its entirety from Buyer to EPI at Closing.

3.3 DELIVERY AND FACILITATION OF STOCK CONSIDERATION. The Stock Consideration shall be
deliverable and payable to EEI at Closing as follows: Buyer warrants and represents to EEI that Buyer has
arranged for and contracted with Topaz, for independent consideration, for the delivery to Buyer's credit (and
Buyer's subsequent delivery to EEI at Closing hereunder) of a written subscription agreement (the
"SUBSCRIPTION") for the Stock Consideration, which EEI (and Topaz, in advance of the Closing) will execute
in duplicate, original format at Closing, accompanied by a written resolution of Topaz's board of directors (the
"ISSUANCE RESOLUTION") approving the issuance of the subject Topaz shares and, in addition, an
authorization letter (the "AUTHORIZATION LETTER"), executed by a properly authorized Topaz officer,
instructing Topaz's stock registration agent (the "AGENT") to immediately issue and deliver the Stock
Consideration shares in EEI's name. True and correct copies of the forms of the Subscription, Issuance
Resolution, and Authorization Letter are attached hereto as Exhibit "D" and made a part hereof. EEI's receipt of
the certificate for the Stock Consideration shares following the Closing shall be requisite for the title to EEI's
ownership or interest(s) in the Properties to vest with Buyer hereunder. The Parties agree to communicate and
cooperate to the extent possible to (a) facilitate the certificate's delivery as soon as practicable after Closing, and
(b) afford all Parties notice of EEI's physical receipt of such certificate. EEI understands that the subject Stock
Consideration shares are not registered under the Securities Exchange Act of 1933, as amended (the "ACT"), on
the grounds that the issuance of securities in relation to this Agreement is exempt from registration under the Act.
EEI further understands that the shares comprising the Stock Consideration may not be sold, transferred or
otherwise disposed of without registration under the Act or an exemption therefrom, and that said shares may not
be sold pursuant to Rule 144 promulgated under the Act unless all of the conditions of that Rule are met or
established. When issued by the Agent in the name of "Earthwise Energy, Inc." in accordance with this
Agreement, the said shares shall be validly issued, as fully paid and nonassessable and shall be free and clear of
all liens imposed by or through Buyer, the Agent, and/or

                                                          10
Topaz; and neither the issuance nor the delivery of the said Stock Consideration shares is subject to any
preemptive or any similar right of any stockholder of Topaz or of any other Person.

3.4 CONSENT TO ALLOCATION/DIVISION OF CONSIDERATION. EEI and EPI, by their execution
hereof, agree and consent to the division of the Cash Consideration and the Stock Consideration between and
amongst themselves, as set forth in this Article 3. Such division and any net reductions of the Cash Purchase Price
(a) shall not otherwise serve to compromise or alter the effectiveness of this Agreement, and (b) is the product of
an election and division promulgated by Sellers amongst themselves (and has not been determined by Buyer).
The division or allocation of the Cash Consideration and Stock Consideration herein between and among EEI
and EPI shall not otherwise serve in any manner to divide or separate this Agreement into distinct transactions or
agreements between Buyer and each Seller.

                                             ARTICLE 4
                                      ENVIRONMENTAL MATTERS

4.1 PRESENCE OF WASTES, NORM, HAZARDOUS SUBSTANCES AND ASBESTOS. BUYER
ACKNOWLEDGES THAT THE PROPERTIES HAVE BEEN USED TO EXPLORE FOR, DEVELOP
AND PRODUCE HYDROCARBONS, AND THAT SPILLS OF WASTES, CRUDE OIL, PRODUCED
WATER, HAZARDOUS SUBSTANCES AND OTHER MATERIALS MAY HAVE OCCURRED
THEREON. ADDITIONALLY, THE PROPERTIES, INCLUDING PRODUCTION EQUIPMENT, MAY
CONTAIN ASBESTOS, HAZARDOUS SUBSTANCES OR NORM. NORM MAY AFFIX OR ATTACH
ITSELF TO THE INSIDE OF WELLS, MATERIALS AND EQUIPMENT AS SCALE OR IN OTHER
FORMS, AND NORM-CONTAINING MATERIAL MAY HAVE BEEN BURIED OR OTHERWISE
DISPOSED OF ON THE PROPERTIES. A HEALTH HAZARD MAY EXIST IN CONNECTION WITH
THE PROPERTIES BY REASON THEREOF. SPECIAL PROCEDURES MAY BE REQUIRED FOR
REMEDIATION, REMOVING, TRANSPORTING AND DISPOSING OF ASBESTOS, NORM,
HAZARDOUS SUBSTANCES AND OTHER MATERIALS FROM THE PROPERTY. Notwithstanding the
foregoing acknowledgment(s), Buyer's purchase of the Properties hereunder does not otherwise serve to waive
or diminish (a) Sellers' representations and warranties herein concerning Adverse Environmental Conditions, or
(b) Sellers' indemnification from claims, demands, costs and damages resulting from operations and production
activities undertaken prior to the Effective Time, in whole or in part, subject to Section 11.2 hereof.

                                       ARTICLE 5
                       REPRESENTATIONS AND WARRANTIES OF SELLERS

Each Seller represents and warrants to Buyer that each statement made in this Article 5 is true and correct as of
the date of this Agreement and will be true and correct as of the Closing Date.

5.1 ORGANIZATION; AUTHORITY; ENFORCEABILITY. EEI is a corporation, duly organized, validly
existing, and in good standing under the laws of the State of Nevada. EPI is a Texas Joint Venture partnership
managed by EEI, duly organized, validly existing, and in good standing under the laws of the State of Texas. EEI
and EPI are duly qualified to do business in each other jurisdiction in which the conduct of its respective business
or ownership or leasing of its respective properties makes such qualification or registration necessary. Each Seller
has all requisite power and authority to execute and deliver this Agreement and the Operative Documents to
which it is a party, to consummate the transactions

                                                        11
contemplated by this Agreement and the Operative Documents to which it is a party and to perform all of its
obligations under this Agreement and the Operative Documents to which it is a party. This Agreement and each
Operative Document have been duly executed and delivered on behalf of each Seller, respectively, and constitute
a legal, valid and binding obligation of such Seller, enforceable against it in accordance with its and their
respective terms, except as limited by bankruptcy or other similar Laws applicable generally to creditors' rights
and as limited by general equitable principles.

5.2 NO CONFLICT. Each Seller's execution and delivery of this Agreement and the Operative Documents to
which it is a party and the consummation of the transactions contemplated by this Agreement or such Operative
Documents by it will not (a) conflict with or result in a violation of or a default under (i) any provision of any Laws
applicable to such Seller, (except for consents and approvals of Governmental Authorities customarily obtained
subsequent to transfer); (ii) any Debt Instrument to which such Seller is a party or by which such Seller is bound;
(iii) any order, judgment or decree of any Governmental Authority; or (b) create any lien or encumbrance upon
one or more of the Properties other than a Permitted Encumbrance.

5.3 CONSENTS AND PREFERENTIAL RIGHTS. Other than those consents expressly contemplated in this
Agreement as being obtained at or after Closing, there are no preferential rights to purchase, options to purchase,
areas of mutual interest agreements, or consents to assign affecting the Properties, except for consents and
approvals of Governmental Authorities customarily obtained subsequent to transfer. Any consent(s) or third party
approval(s) required under one or more of the Contracts for a transfer or assignment from Sellers to Buyer shall
be secured in writing and provided to Buyer as a condition(s) of Closing hereunder.

5.4 LITIGATION AND CLAIMS. Except as otherwise disclosed herein, there is no suit, action, demand,
proceeding, lawsuit or other litigation pending or, to Sellers' knowledge, threatened against either Seller with
respect to the Properties. There are no third party claims, disputes pending or, to Sellers' knowledge, threatened
against either Seller that would prevent the consummation of the transactions contemplated by this Agreement or
the performance of its obligations hereunder.

5.5 GOVERNMENTAL PERMITS. Each Seller has obtained and is in compliance with all Permits of
Governmental Authorities required to own or use the Properties; all such Permits are in full force and effect; and
no violations exist under such Permits. No proceeding is pending or, to Sellers' knowledge, threatened relating to
the challenging, revocation or limitation of any such Permits.

5.6 CONTRACTS. Except as will be resolved by the Operative Documents, neither Seller is, nor to Sellers'
knowledge is any other party, in breach or default under, or learned of the occurrence of any event that, with
notice, would constitute a breach or default under, any of the Contracts, the Lease, or the Easements. Each of the
Contracts, Lease, and Easements are in full force and effect (except, in the case of Easements, where any failure
to be in full force and effect would not materially interfere with or prevent operations as currently conducted on
whichever Properties are related thereto) and have not been modified or amended in any material respect. Prior
to or in conjunction with the execution of this Agreement, EEI furnished to Buyer true and complete copies of
each Contract, the Lease, and the Easements and all amendments thereto, and has otherwise made full disclosure
to Buyer of all agreements, obligations and documents known to EEI that affect, burden or relate to the
Properties being conveyed to Buyer hereunder.

5.7 NO ENCUMBRANCES. Other than the Permitted Encumbrances, there are (i) no liens, mortgages, security
interests, or deeds of trust, or any other encumbrances burdening the Properties arising by, through or under
either Seller

                                                          12
or Trio since September 1, 2008 or to either Seller's knowledge, prior to September 1, 2008, and, (ii) to either
Seller's knowledge and/or except as related to amounts owed to EEI by the JV, none which (a) exist but remain
unperfected of record, regardless of source, and (b) constitute liens, encumbrances or related burdens arising
from any other party's actions or inactions which impact or burden the Properties.

5.8 CURRENT COMMITMENTS. They Parties acknowledge and agree that, as of the Closing Date, there are
no authorizations for expenditures for any drilling operations or capital expenditures applicable to the Properties
that have been proposed by any Person and that have not been completed prior to the Effective Time.

5.9 TAXES. All Property Taxes and Severance Taxes that are due have been timely paid or are being contested
in good faith. Each Seller has timely filed or caused to be timely filed all Tax returns, reports, statements and
similar filings required by applicable Law with respect to the Properties due on or prior to the Closing Date.
There are no extensions or waivers of any statute of limitations with respect to such Taxes or Tax liens burdening
the Properties except for liens for current Taxes not yet due and payable. Other than the JV Interests or as
otherwise disclosed herein, none of the Properties are subject to tax partnership reporting requirements under
applicable provisions of the Internal Revenue Code of 1986, as amended (the "CODE"). In the event any of the
Properties is the subject of tax partnership reporting requirements, each Seller will use its commercially
reasonable efforts to effect a ss.754 election with respect any such tax partnerships. Sellers further represent and
warrant that all tax returns and/or filings attributable to or due from the JV for each tax year prior to the Effective
Time have been heretofore timely filed and an IRS Form K-1 for each such tax year has been made and
distributed to each JV partner. Further, in the event Buyer is ultimately named as Managing Venturer of the JV
and, as such, Buyer becomes responsible for the preparation of a 2010 (or other) tax return for the JV, Sellers
have delivered (or will deliver in a timely manner) all necessary and included information and data reasonably
required to fully and lawfully complete such return(s) (the "JV Returns"). Notwithstanding anything contained in
this Agreement to the contrary, EEI agrees to use commercially reasonable efforts to provide Buyer with support
and assistance, at the cost of the JV, to appropriately prepare any needed JV Returns covering any or all of the
periods prior to the Effective Time (upon the reasonable request of Buyer).

5.10 FINDER'S FEES. No Seller has incurred any liability, contingent or otherwise, for any brokers' or finders'
fees with respect to any transaction or other matter contemplated in this Agreement for which Buyer will have any
responsibility whatsoever. Neither Sellers nor Sellers' principals have entered into any known external, additional
or "side" agreement(s) with a principal or representative of Buyer involving consideration or the sharing of
considerations arising out of transactions contemplated by this Agreement.

5.11 NO ADVERSE ENVIRONMENTAL CONDITIONS. As of the Effective Time, there are no pending
written claims, actions or proceedings by any third party or Governmental Authority caused by or arising out of
any Adverse Environmental Condition pending with regard to the ownership or operation of the Properties and
there are no Adverse Environmental Conditions presently existing or otherwise under remediation with respect to
the Properties.

5.12 NO NET REDUCTION OF INTERESTS. As of the Effective Time, to Sellers' reasonable knowledge,
information and belief, there are no pending or imminent Net Reduction of Interests with respect to the
Properties.

                                                          13
                                        ARTICLE 6
                         REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to each Seller that each of the statements made in this Article 6 is true and correct
as of the date of this Agreement and will be true and correct as of the Closing Date.

6.1 ORGANIZATION; AUTHORITY; ENFORCEABILITY. Buyer is a limited liability company, duly
organized, validly existing and in good standing under the laws of Texas. Buyer is in good standing and duly
qualified to do business in each other jurisdiction in which the conduct of its business or ownership or leasing of
its properties makes such qualification or registration necessary. Buyer has all requisite power and authority to
execute and deliver this Agreement and the Operative Documents to which it is a party, to consummate the
transactions contemplated by this Agreement and the Operative Documents to which it is a party and to perform
all of its obligations under this Agreement and the Operative Documents to which it is a party. This Agreement
has been duly executed and delivered on behalf of Buyer and constitutes (and the Operative Documents to which
it is a party, when executed and delivered at Closing, will constitute) a legal, valid and binding obligation of Buyer,
enforceable against it in accordance with its and their respective terms, except as limited by bankruptcy or other
similar Laws applicable generally to creditors' rights and as limited by general equitable principles.

6.2 NO CONFLICTS. Neither the execution and delivery of this Agreement, nor the consummation of the
transactions contemplated hereby, nor the compliance with the terms hereof will result in any default under any
material agreement or instrument to which Buyer is a party (including its bylaws and governing documents), or
violate any order, writ, injunction, decree, statute, rule or regulation applicable to Buyer or any of its properties,
except for consents and approvals of Governmental Authorities customarily obtained subsequent to transfer.

6.3 FINDER'S FEES. Buyer has not incurred any liability, contingent or otherwise, for brokers' or finders' fees
with respect to any transaction or other matter contemplated in this Agreement for which either Seller will have
any responsibility whatsoever. Neither Buyer nor Buyer's principals have entered into any known external,
additional or "side" agreement(s) with a principal or representative of Sellers (or either of them) involving
consideration or the sharing of considerations arising out of transactions contemplated by this Agreement.

                                             ARTICLE 7
                                 SPECIFIC COVENANTS OF THE PARTIES

7.1 CONFIDENTIALITY. All matters in this Agreement are confidential. After the Closing, each Party will
maintain as confidential, for the benefit of each of the other Parties, the existence of this Agreement, the matters
contemplated hereunder, and all matters related to the Properties. No Party may disclose information regarding
this Agreement or any document referenced herein to anyone without the written consent of all Parties, subject to
the following exceptions:

7.1.1. Information that becomes available to the public, other than through the act or omission of any Party hereto
or its/their respective Affiliates or any of its/their representatives, shall not be subject to this Section 7.1;

7.1.2. Each Party shall be entitled to disclose any information subject to this Section 7.1 that is required to be
disclosed by such Party or, in the case of Buyer, required of any member of the Buyer Group (i) under applicable
Law, inclusive of legal requirements of publicly-traded companies, (ii) pursuant to stock exchange regulations, or
(iii) in response to inquiry by a regulatory or governmental agency, so long as such Party gives prompt written
notice to the other Parties and only

                                                          14
discloses information that, in the opinion of the disclosing Party's legal counsel, is required to be disclosed and the
disclosing Party uses its commercially reasonable efforts to ensure further confidential treatment of the information
so disclosed; and

7.1.3. Each Party shall be entitled to disclose, without notice to any other Party, any information subject to this
Section 7.1 that is required to be disclosed (i) to a Party's accountants or legal advisors, (ii) by EEI in its
disclosures of information to its shareholders, principals, or employees or by EEI in its disclosures of information
to any partner in the JV or any interest owner in the Well, (iii) by Buyer or its Affiliates in its/their disclosures of
information to its members, shareholders, principals, or employees, or by Buyer in its disclosures of information
to any partner in the JV or any interest owner in the Well, or (iv) by either Party, after the Closing, in order to
enforce this Agreement.

7.1.4Notwithstanding anything to the contrary herein, in the absence of a legal requirement (and as disclosed to
Buyer by Sellers in advance thereof) or a disclosure exception, as specified in this Section 7.1, the Parties agree
to maintain express confidentiality as to considerations, in both amount and format, which Sellers are receiving
from Buyer hereunder for each and every component of the Properties.

7.2 ESCROW OF WORK-OVER REIMBURSEMENT; AFE RESTRICTIONS. The Parties acknowledge
and agree that, pursuant to that certain written agreement by and between EEI et al and GTO et al, dated
February 11, 2010 (the "2010 SETTLEMENT"), GTO is obligated to reimburse the first $70,000 in costs to do
the work-over on the Well (the "REIMBURSEMENT"). As part and parcel to this Agreement, EEI and Buyer
are executing that certain written Escrow and Work-Over Cooperation/Disclosure Agreement ("ESCROW
AGREEMENT") and agree that the provisions therein are integrated into this Agreement, a copy of which
Escrow Agreement is attached as Exhibit "L", in order to (among other things) partially guarantee GTO's timely
payment of the Reimbursement, wherein (among other things) EEI is escrowing $70,000.00 with S. Rand
Stinnett, Esquire (the "ESCROW"). In conjunction with EEI's escrow commitment thereunder, Buyer further
agrees that it shall not issue an AFE cash call notice to any WI owners in the Well prior to the expiration of thirty
(30) calendar days after the date of the "First Reimbursement Call" (as such term is defined in the Escrow
Agreement) (the "AFE ISSUANCE DATE"). If GTO has paid the Reimbursement (or portions thereof) as of the
AFE Issuance Date, Buyer agrees it will credit such amounts proportionately to the accounts of all WI owners
prior to the delivery of the final AFE to the subject WI owners. However, if any portion of EEI's funds in the
Escrow has been released to Buyer as of the AFE Issuance Date, Buyer agrees it will not credit any of such
released amounts to any WI owner and will not deduct such released amounts from the AFE prior to the delivery
of the final AFE to the WI owners. Notwithstanding the foregoing, the Parties agree that it is their intention that
MBE receive the full benefit of the Reimbursement, whether obtained as (a) funds paid by GTO,
(b) release(s) of all or portions of EEI's funds from the Escrow, or (c) some combination thereof. However, the
Parties do not intend for the Escrow to provide the potential for a windfall to MBE above the $70,000 total of
the Reimbursement. Therefore, if MBE receives any payments at any time from GTO for which any of EEI's
funds from the Escrow have already been released to, and received by, MBE prior to such payments or if MBE
receives any AFE payments from any WI owners related to amounts for AFE charges for which any of EEI's
funds from the Escrow have already been released to, and received by, MBE prior to such payments, then if the
total of such payments, when taken together with the

                                                           15
amount of EEI's funds released from the Escrow and received by MBE, is an aggregate amount that is greater
than $70,000, MBE agrees to promptly refund to EEI all amounts in excess of the $70,000 Reimbursement.

7.3 JV RESIGNATION AND JV LETTER. EEI now serves as "Managing Venturer" of the JV and agrees to
resign as Managing Venturer of the JV (the "RESIGNATION") effective upon the later of the AFE Issuance
Date or the date of the proper election and installation of a new Managing Venturer for the JV (the "EFFECTIVE
RESIGNATION DATE"), a JV vote pertaining to which shall occur as soon as possible after the Closing (the
"JV VOTE"). Further, EEI agrees to undertake such actions as are required by the JV Agreement to facilitate
such election and installation of a new Managing Venturer, including, but not limited to, the transmittal of a letter
to all JV partners (the "JV LETTER"), accompanied by a written ballot (the "JV BALLOT") within ten (10)
calendar days after the Closing (if not sooner), which supports and endorses Buyer's nomination as substitute
Managing Venturer, the form of such JV Letter and JV Ballot being hereby approved by Buyer and attached
hereto as Exhibit "J" and incorporated herein by this reference. The JV Letter and JV Ballot (and all other post-
Closing correspondence and enclosures, if any) to be sent by EEI to any of the partners in the JV relating to
business matters of the JV (along with any proposed additional enclosures, if any) shall be expressly subject to
Buyer's prior review and approval, which shall not be unreasonably withheld. The JV Letter and JV Ballot will be
processed/mailed by EEI and the costs associated with transmittal thereof shall be the sole responsibility of EEI.
If EEI's Resignation is approved by the JV and Buyer is installed as the substitute Managing Venturer, then after
the Resignation, EEI (and its directors, principals and Affiliates) will not approach or correspond with any of the
JV partners to compete with any offer or proposal that Buyer might make to the JV partners pertaining to JV
partners' interests in the JV ("CORRESPONDENCE RESTRICTION"). Notwithstanding the foregoing, EEI
and Buyer acknowledge and agree that (a) nothing herein shall be interpreted as any manner of assurance or
guarantee by EEI as to the outcome of the JV Vote or the JV's acceptance of EEI's Resignation or the installation
of Buyer as the substitute Managing Venturer after the Resignation, (b) the assignment of the JV Interests from
EEI to Buyer is subject to the approval of the JV, and (c) the Correspondence Restriction shall not limit or
restrict any communication between EEI and any JV partner that is related to matters other than such Person's JV
partnership interests in the Scruggs JV.

7.3.1Consistent with Section 9.4 hereof, EEI is accepting and applying the Refund and monies derived from the
settlement statements accompanying the JV Letter and JV Ballot to fully and finally settle the EEI Claims between
and amongst itself and the JV partners. It is the intent of the Parties, as part and parcel to the distribution of the
JV Letter and JV Ballot, that EEI be afforded a period of time, at least through the Effective Resignation Date, to
secure payment from the JV partners of their respective share of the EEI Claims (net of applicable credits for any
JV monies, proceeds or assets received by EEI or otherwise attributable to JV activities prior to the Effective
Time). EEI acknowledges and agrees that (a) post-Closing amounts invoiced to each such JV partner for net EEI
Claims will be limited to the settlement statements accompanying the JV Letter and JV Ballot, (b) the validity of
any JV partner's participation in the JV Vote shall be contingent on such partner's good standing in the JV;
provided, however, that if permitted under Texas law, EEI may, in its sole discretion, elect to waive the
requirement that a JV partner's payment of all settlement statements and/or pro rata share of the EEI Claims be
obligatory to such partner's good standing in the JV, and (c) the intent of this paragraph is to afford EEI the
opportunity for collection of funds that EEI has expended for and on behalf of the JV, in conjunction with a
proper JV Vote for the approval of EEI's conveyance of the JV Interests and EEI's resignation as Managing
Venturer of the JV.

                                                         16
7.3.2If a majority approval of EEI's conveyance of the JV Interests and EEI's resignation as Managing Venturer
of the JV is not obtained as a result of the JV Vote, EEI and Buyer shall nonetheless continue their respective
cooperation in facilitating other actions to seek an ultimate approval by the JV to support EEI's Resignation and
its sale of the JV Interests to Buyer. To this end, the executed Exhibit "G" - Part 3 assignment shall be deemed
suspended, pending efforts by Buyer to independently acquire sufficient JV ownership from the present JV
partners (or in combination with proxies from sufficient JV partners) to provide the requisite approval described
hereinabove, whether in the form of a second vote following the JV Vote or in a modification/update thereof. EEI
agrees to afford Buyer a reasonable period following the JV Vote (the "REGROUPING PERIOD"), not to
exceed ninety (90) calendar days in the absence of a written extension of such period from EEI, to effectuate
such a majority vote by the JV. During such Regrouping Period, EEI's communication with the JV partners shall
not be encumbered (or be subject to Buyer's approval) as to any JV business, including, but not limited to, the
work-over, other ongoing costs of the JV's operations, and the EEI Claims. Notwithstanding the foregoing, EEI
agrees to disclose to Buyer all of its communications with JV partners during such Regrouping Period. To the
greatest extent allowed under Texas law and the JV Agreement, EEI agrees to disclose to Buyer the results of the
Vote and the identity to JV partners who specifically vote in the negative.

7.3.3EEI agrees to continue its endorsement and support of Buyer's efforts to secure a majority approval in any
JV voting process occurring during the Regrouping Period. In the event the JV Vote and any similar voting
process during the Regrouping Period ultimately fail to support the transfer of the JV Interests and/or the
installation of Buyer as the Managing Venturer of the JV, upon the expiration of the Regrouping Period, EEI shall
continue to serve in its position as Managing Venturer of the JV and EEI's obligation to convey the JV Interests
(as contemplated by the form of assignment set forth in Exhibit "G" - Part 3 attached hereto) shall be deemed as
having been waived in full by Buyer, with no adjustment or reduction in the amount of the Stock Consideration
herein agreed.

7.4 CHANGE OF OPERATOR. EEI agrees (1) to cause Trio to resign as operator-of-record of the Well under
appropriate regulatory forms (the "CHANGE OF OPERATOR") required by the Railroad Commission of Texas
("RRC") as of January 1, 2011, and (2) that Buyer or its designated operator shall become operator of the Well
upon RRC approval of regulatory forms required for such Change of Operator. EEI shall coordinate with Trio in
securing Trio's execution and delivery of such executed regulatory forms (including, but not limited to, RRC Form
P-4), to be effective as of January 1, 2011, which shall facilitate the Change of Operator as Buyer directs, as
soon as such actions are practicable after the Closing. Sellers agree to facilitate and deliver documents
satisfactory to Buyer at Closing (and as a condition thereof), in the recordable form attached hereto as Exhibit
"K", which transfer the operator's lien(s) manifested in the JOA, unto Buyer's designated operator.

7.5 COVENANTS OF THE PARTIES REGARDING SCRUGGS LITIGATION. Buyer acknowledges,
represents and agrees that, as an explicit condition to the Closing, Buyer has secured and has in escrow in its
possession that certain settlement agreement regarding the Litigation between EEI and the Scruggs (the
"SCRUGGS RESOLUTION"), the form of which is attached hereto as Exhibit "C", pertaining to the lawsuit
referenced therein (the "LITIGATION"), which was executed by the Scruggs and delivered by the Scruggs into
escrow with Buyer in order for Buyer to deliver same to EEI's legal counsel at the Closing. EEI acknowledges,
represents, and agrees that, as an explicit condition to the Closing, EEI has executed the

                                                       17
Scruggs Resolution, which was executed by EEI and delivered by EEI into escrow with EEI's legal counsel in
order for EEI to deliver same to Buyer or the Scruggs' legal counsel at the Closing. By the delivery at Closing of
the Scruggs Resolution, respectively executed by EEI and the Scruggs, Buyer is assured that, as of the Closing,
all matters in the Litigation will have been resolved and that all claims for amounts owed amongst the litigants will
have been resolved. EEI, acting by and through its counsel and in coordination with the Scruggs' counsel, agrees
that it shall take reasonable steps to facilitate the filing and/or presentment of the dismissal, as contemplated in the
Scruggs Resolution. in and to the appropriate court and tender to Buyer a file-stamped copy/set of all executed
instruments and orders related to the dismissal. EEI acknowledges that Buyer is not, has not, and will not be
otherwise engaged or responsible for the filing of the dismissal or for any other action related to the Litigation,
unless otherwise specifically set forth herein.

7.6 GGG GATHERING AGREEMENT. Buyer acknowledges that (1) on or about September 1, 2007, GTO
and its affiliate, Gulftex Gathering, LP ("GTG") entered into that certain gas gathering contract (the "GGG
GATHERING AGREEMENT") governing matters concerning the gathering and transporting of natural gas
produced from the Well over the CCGS, a true and correct copy of which is attached hereto as Exhibit "E" and
made a part hereof; and (2) on February 11, 2010, EEI, GTG, and GGG entered into that certain
"GATHERING RESOLUTION" pursuant to which a set fee of $0.30 per mcf was established as (a) the amount
that is due to be paid to GGG for all gas produced from the Well and (b) a capped amount that cannot be
increased at any time. Buyer acknowledges and agrees that the Gathering Resolution also requires GGG to
assume all operational and expense responsibilities regarding the Common Equipment on the CCGS, which are
proportionately assessable to all wells that utilize the CCGS, including the Well. Buyer agrees that it is bound by
the GGG Gathering Agreement and the terms of the agreements and authorizations related to the GGG Gathering
Agreement made by EEI, GTG, and GGG on February 11, 2010, the pertinent terms and provisions of which
are incorporated herein by reference for all purposes. EEI has represented to Buyer that it has obtained GGG's
consent to the conveyances contemplated herein, as set forth in the Form of GGG's Consent, which is attached
hereto as Exhibit "M" and made a part hereof. Sellers acknowledge that, as a result of the Conveyances granted
in this PA, in addition to certain obligations under the GGG Gathering Agreement that Buyer has agreed to
assume pursuant to this Section 7.6, certain transportation entitlements under the GGG Gathering Agreement will
also inure to the benefit of Buyer, but only as applicable in relation to the Properties, and as such, EEI and Buyer
agree that they will reasonably cooperate with each other in the event that any amendment(s) are proposed to the
GGG Gathering Agreement after the Effective Time.

7.7 ETC TRANSPORTATION AGREEMENT. Buyer acknowledges that (1) GTO executed and delivered to
EEI an assignment of all of GTO's rights under that certain Natural Gas Gathering Agreement between ETC
Texas Pipeline, Ltd. and GTO, dated July 1, 2007 (the "ETC TRANSPORTATION AGREEMENT"), a true
and correct copy of which is attached hereto as Exhibit "F" and made a part hereof; (2) the said assignment was
specifically limited only as to all gas produced from the McClendon #1-H well (API# 42-121-32796), the Foster
#1-H well (API# 42-121-32759), and the Scruggs #1-H well (API# 42-121-32726) (collectively, the
"OPERATED WELLS"); (3) as to the Operated Wells only, EEI accepted the said assignment and agreed to
assume GTO's obligations under the ETC Transportation Agreement; and (4) the ETC Transportation
Agreement governs the transportation of gas from the Well after such gas has passed through the CDP on the
Foster Lease. Buyer agrees that, as of the Closing Date, Buyer (or its designated operator) shall be bound by the
terms and conditions of the ETC Transportation Agreement, and shall be

                                                          18
responsible for all of the costs assessable to, or against production from, the Well pursuant to the ETC
Transportation Agreement. Sellers acknowledge that, as a result of the Conveyances granted in this PA, in
addition to certain obligations under the ETC Transportation Agreement that Buyer has agreed to assume
pursuant to this Section 7.7, certain transportation entitlements under the ETC Transportation Agreement will also
inure to the benefit of Buyer, but only as applicable in relation to the Properties, and as such, EEI and Buyer
agree that they will reasonably cooperate with each other in the event that any amendment(s) are proposed to the
ETC Transportation Agreement after the Effective Time

7.8 TEMCO MARKETING AGREEMENT. Buyer acknowledges that (1) under that certain Gas Purchase
Contract (the "TEMCO MARKETING AGREEMENT"), a true and correct copy of which is attached hereto as
Exhibit "H" and which was originally executed by and between GTO and Texas Energy Management
Corporation ("TEMCO"), dated June 1, 2005, GTO dedicated certain lands, leaseholds and wells (the "GTO
DEDICATED PROPERTIES") located in various counties in the State of Texas, including the Lease and the
Well, to Temco for the purpose of delegating to Temco all rights and obligations to market and arrange
transportation of and for the natural gas produced from such properties; (2) effective as of January 1, 2008, EEI
and Temco ratified the Temco Marketing Agreement such that EEI replaced and superseded GTO under the
Temco Marketing Agreement for certain lands, leaseholds and wells, including the Lease, the Well, and the
Properties; and (3) on February 11, 2010, EEI, GTG, and GGG authorized Temco, for each monthly production
period after November 30, 2009, to (a) deduct the set fee of $0.30 per mcf for all gas produced from the Well
(the "SET FEE") from any monthly distribution of gas sales revenues that Temco may owe for such production
before making such distribution, (b) deduct an amount equal to a proportion of the actual amount invoiced for the
monthly rental fee due for the Common Equipment on the CCGS, as such proportion is calculated as an amount
equal to the sum of the monthly production volume measured at the well meters on all three Operated Wells
divided by the sum of the monthly production volume measured at the well meters on ALL wells on the CCGS
(which includes wells other than the Operated Wells) (the "PROPORTIONAL COMPRESSOR RENTAL
FEE"), from any monthly distribution of gas sales revenues that Temco may owe for production from the Well
before making such distribution, and (c) pay the total amount of the Set Fee and the Proportional Compressor
Rental Fee directly to GGG (the "GATHERING PAYMENTS"). Buyer also acknowledges that, on February
11, 2010, EEI, GTG, and GGG further agreed that the Set Fee may never be increased by GTG, GGG, or any
successor to either of them and that EEI (and any successor to EEI) would not be liable for a failure by Temco to
pay the Gathering Payments to GGG. Buyer agrees that (1) it is bound by the Temco Marketing Agreement, (2)
it will promptly execute a ratification thereof, if requested by EEI or Temco, and (3) it is bound by the terms of
the agreements and authorizations made by EEI and GGG on February 11, 2010, including but not limited to,
Temco's authority to deduct the Gathering Payments and pay same directly to GGG, and that the pertinent terms
and provisions of such agreements and authorizations are incorporated herein by reference for all purposes.
Notwithstanding anything to the contrary herein, Buyer is expressly not agreeing to dedicate any natural gas or
Hydrocarbons beyond those produced from the subject Well and Lease, to any sales, commission, fee or other
obligation reflected in the Temco Marketing Agreement, regardless of location.

7.9 GTO DISCUSSIONS. EEI agrees that it shall provide reasonable assistance (without the expenditure of
money by EEI) to Buyer in support of discussions Buyer may elect to commence with GTO after the Closing with
respect to any matters pertaining to the Well, the Properties, the Reimbursement, and/or any other matters
generally related to the subject matter of this Agreement.

                                                       19
                                                   ARTICLE 8
                                                   CLOSING

8.1 THE CLOSING. The closing of the transactions contemplated by this Agreement (the "CLOSING") will be
held on Thursday, January 13, 2011 at 1:00 P.M. CDST (the "CLOSING DATE"), or on any earlier date to
which the Parties mutually agree, in the offices of K&L Gates, LLP at 1717 Main Street, Suite 2800 in Dallas,
Texas.

8.2 CLOSING DELIVERIES. At Closing the following events will occur, each event under the control of one
Party being a condition precedent to the events under the control of the other Parties, and the Parties will treat
each event as if it occurred simultaneously with the other events:

8.2.1. Each Seller will execute and deliver to Buyer, and Buyer will execute and deliver, one or more instruments
of assignment, in substantially the form of the instruments shown in Exhibit "G" - Part 1, Exhibit "G" - Part 2, and
Exhibit "G" - Part 3 (each being a "CONVEYANCE" and collectively, the "CONVEYANCES"), which are
attached hereto and made a part hereof; however, the Parties acknowledge that EEI's delivery of the
Conveyance in the form of Exhibit "G" - Part 3 shall be subject to such Conveyance being approved by the JV
pursuant to the JV Vote, and Buyer will hold or return such Conveyance accordingly based on the outcome of
the JV Vote (and the results of the Parties' efforts to secure a majority JV Vote during the Regrouping Period);

8.2.2. Buyer will deliver via wire transfer to an EPI bank account, as specified by EEI, in immediately available
funds, the Cash Consideration, net of any agreed credits or deductions provided herein;

8.2.3. Buyer will deliver to EEI the completed, executed duplicate original of the Subscription and copies of the
executed Issuance Resolution and Authorization Letter. Buyer will direct Topaz to fax or scan/email such
instruments to Topaz's transfer Agent, as reasonably directed by such transfer Agent for similar stock
transactions, and otherwise appropriately deliver any executed originals of the Issuance Resolution and
Authorization Letter to such Agent (if required thereby) no later than the first business day following the Closing;

8.2.4. Each Party will execute, acknowledge and deliver mutually acceptable letters-in-lieu of transfer orders or
division orders directing all purchasers of production from the Properties to make payment of proceeds
attributable to such production occurring on or after the Effective Time to Buyer;

8.2.5. Each Seller will execute (or as appropriate, will cause Trio to execute) and deliver to Buyer or Buyer's
designated operator, any applicable governmental transfer form required by the Governmental Authority with
jurisdiction over the Properties, including, but not limited to, an RRC Form P-4 from Trio and the Transfer of
Operator's Lien (see Exhibit "K") provided for herein;

8.2.6. Each Seller will execute and deliver to Buyer any other instruments and agreements (including ratification
or joinder instruments required to transfer the Properties from each Seller to Buyer) as are necessary or
appropriate to comply with each Seller's obligations under this Agreement;

                                                         20
8.2.7. Buyer will execute and deliver an acknowledgement and ratification of the Joint Operating Agreements and
Amendments thereto affecting the Properties, the form of which is attached hereto as Exhibit "K" and
incorporated herein by this reference;

8.2.8. Buyer and EEI will each deliver to the other a fully executed version of the Scruggs Resolution;

8.2.9. EEI will execute and deliver the agreement for the Escrow Agreement, the form of which is attached
hereto as Exhibit "L" and incorporated herein by this reference, together with its cashier's check representing
immediately available funds in the amount of $70,000, payable to the trust account of the escrow agent, as
identified therein;

8.2.10. EEI will deliver the fully executed and acknowledged original of the GGG Consent, whether recorded or
otherwise, the form of which is attached hereto as Exhibit "M" and incorporated herein by this reference; and

8.2.11. EEI will deliver the fully executed and acknowledged original of the Stipulation, Cross-Conveyance and
Correction Assignment, whether recorded or otherwise, the form of which is attached hereto as Exhibit "I" and
incorporated herein by this reference.

                                               ARTICLE 9
                                          ACCOUNTING MATTERS

9.1 POST-CLOSING REVENUES AND EXPENSES. Except as expressly provided otherwise in this
Agreement, Buyer shall (i) pay to EEI any and all amounts received after Closing by Buyer that are attributable to
the ownership of the Properties prior to the Effective Time (if any), and (ii) reimburse each Seller for any and all
costs and expenses paid after Closing by such Seller that are attributable to their respective ownership interests in
the Properties on or after the Effective Time. Except as expressly provided otherwise in this Agreement, each
Seller shall (i) pay to Buyer any and all amounts received after Closing by such Seller that are attributable to their
respective ownership interests in the Properties on or after the Effective Time (if any), and (ii) reimburse Buyer
for any and all costs and expenses paid after Closing by Buyer that are attributable to their respective ownership
interests in the Properties prior to the Effective Time. Any amounts required to be paid by one Party to another
Party under this
Section 9.1 shall be paid as soon as reasonably practicable.

9.2 ACCOUNTING SOFTWARE. Buyer acknowledges that EEI has maintained all books, records, and
accounting data for the Well and the JV in the form of certain oil and gas accounting software known as
"WolfePak" and agrees to accept EEI's WolfePak files as a sufficient means of conveyance of all historical
accounting information that EEI is to deliver to Buyer hereunder. Notwithstanding the foregoing, EEI agrees to
use commercially reasonable efforts to assist with the transition of Buyer or Buyer's designated operator into the
operational management of such data, including, but not limited to, the delivery of an MS Excel(C) spreadsheet
extraction from its WolfePak accounting software for the books, records and accounting data for the Well, the
royalty owners and WI owners in the Well, and, if approved under the JV Vote, the JV. To the fullest extent
permissible under EEI's software license with WolfPak, Inc., EEI shall deliver unto Buyer an electronic version of
all such data in WolfePak format, so as to allow Buyer to subsequently use the same (if so desired by Buyer)
under its own software license with WolfePak, Inc.

                                                         21
9.3 BANK ACCOUNTS. Buyer acknowledges (based upon EEI's representation) that EEI has maintained a
separate bank account for the JV at Bank of America Texas, N.A. at all times during the period in which EEI has
served as Managing Venturer of the JV. Buyer further acknowledges (based upon EEI's representation) that the
only bank records for the JV that are in EEI's possession for all periods prior to the period in which EEI has
served as Managing Venturer of the JV are those bank records from Compass Bank that were furnished to EEI
by GTO. Should the JV Vote approve EEI's Resignation and if the JV elects to install Buyer as its replacement or
successor Managing Venturer, Buyer acknowledges that it will accept EEI's delivery of the Bank of America
statements and the copies of the Compass Bank records as the full and complete delivery of all banking
information regarding the JV (such completeness being based solely on EEI's representations thereof).

9.4 SEVERANCE TAXES, REFUNDS, AND EXPENSE REIMBURSEMENTS DUE TO EEI. Buyer and
EEI acknowledge and agree to the following:

9.4.1. Prior to the execution of this Agreement, EEI has commenced with Trio and successfully concluded certain
actions to (i) reduce severance tax rates assessable against production from the Well and
(ii) obtain a reimbursement from the Texas State Comptroller (the "COMPTROLLER") of severance taxes paid
to the Comptroller by GTO and Trio on behalf of the interest owners in the Well for all periods prior to the
Effective Time (the "REFUNDS");

9.4.2. GTO signed (1) a power of attorney to Trio, in order for Trio to re-file prior RRC reports required to
obtain the Refunds and (2) an assignment to Trio of all rights to receive any Refunds, such that all Refunds were
to be sent to Trio;

9.4.3. As the contract operator of the Well, Trio re-filed GTO's prior RRC filings in order obtain all Refunds
from the Comptroller;

9.4.4. Buyer acknowledges EEI's representation that, prior to the Closing, the Refunds were approved by the
Comptroller, tendered to Trio and/or EEI, and are now in EEI's possession, pending application or distribution in
accordance with existing agreements and/or the applicable provisions of this Agreement; and Buyer agrees that it
has no right to, and will not exert any claim whatsoever against, any portion of the Refunds;

9.4.5. Buyer agrees that Buyer or its designated operator shall be solely responsible for (1) all severance taxes
expected to be paid or payable by Buyer (on behalf of itself and, if the Change of Operator occurs, on behalf of
the other interest owners in the Well) on Hydrocarbon production occurring after the Effective Time, and (2) any
and all refunds of severance taxes, if any, for severance taxes paid after the Effective Time (the "POST-
CLOSING STRS"), ------------------ as determined by the RRC and/or the Comptroller. Each Seller
acknowledges that it shall have no right or claim against such Post-Closing STRs, if any. EEI agrees to cooperate
with Buyer in the execution of any reasonable and/or required documentation to facilitate the receipt by Buyer of
such Post-Closing STRs, if any. Should any Post-Closing STRs of Buyer or other owners of an interest in the
Well or the Lease be delivered to any Party other than Buyer or its designated operator, EEI agrees to assist
Buyer in good faith and execute such other, additional documentation as may be required to direct such Post-
Closing STRs to Buyer for its application and/or distribution to the entitled parties;

9.4.6. Notwithstanding anything in this Agreement to the contrary, Buyer will have no obligation or liability
whatsoever to either of the Sellers, to the Scruggs, to the JV, to any of the JV partners, or to

                                                         22
any other WI owners in the Well regarding any Refunds or the disposition of any Refunds, since the Refunds, as
defined herein, relate to or result from time periods before the Change of Operator (and the Effective Time)
contemplated herein. Each of the Sellers acknowledge and agree that Buyer, its principals, affiliates and/or
Buyer's designated operator, (i) were not parties to the transactions or pre-Closing circumstances giving rise to
EEI's Claims (as defined below), (ii) will have, if the Closing occurs, an interest with the other owners of interests
in the Well and the Lease to secure favorable severance tax treatment on production therefrom, (iii) will be
"innocent stakeholders" in the event that any portion of the Refunds comes into its possession or if any payment of
any portion of such Refunds is made to Buyer or its designated operator, in which case, Buyer shall assist EEI
and/or Trio in good faith by executing such other and additional documentation as may be required to direct such
Refunds to EEI and/or Trio for application and/or distribution to the entitled parties, and (iv) have not conspired,
colluded or otherwise acted in concert with EEI, EPI, or any other party with respect to any entitlement to, or
distribution of, any of the Refunds. As the issuance of the Refunds by the Comptroller has occurred prior to the
Closing and as EEI has represented that it has already received the entirety of such Refunds, EEI shall use best
efforts to minimize Buyer's role and involvement in the application of any portions of the Refunds in a manner
consistent with this Agreement;

9.4.7. EEI has represented to Buyer that certain sums are due to EEI from the JV and/or the JV partners and/or
other interest owners in the Well for loans, legal fees and court cost reimbursements, LOE, property taxes, and
other obligations of the WI owners in the Well ("EEI CLAIMS") and that the EEI Claims are distinct, separate
and not connected in any way with EPI. Buyer understands that EEI believes it has certain rights, under the JV
Agreement and/or the JOA, to deduct the amounts it believes are due to it (pursuant to the EEI Claims) from any
portion of the Refunds that are due, as applicable, to the JV and/or the JV Partners and /or the other WI owners
in the Well ("EEI CLAIM DEDUCTION"), retaining such funds for EEI's use or cost reimbursement. EEI further
represents that the sum of the EEI Claims exceeds the total amount of the Refunds held by EEI and the
proportionate amount of the EEI Claims attributable to the JV and/or the JV partners exceeds the proportionate
amount of the Refunds allocable to the JV. EEI hereby agrees that it will accept the Refunds and the amounts
paid by the JV partners in response to the final settlement statements issued with the JV Letter and JV Ballot as a
sufficient aggregate EEI Claim Deduction, together with the Scruggs' execution of the Scruggs Resolution (as
described in Section 7.5 above), in full satisfaction of all EEI Claims. EEI further agrees that, after the Effective
Resignation Date, all amounts of the EEI Claims that remain unpaid as of the Effective Resignation Date shall,
without further compensation becoming due to EEI, become incorporated into, and made a part of, the
Properties being assigned to Buyer hereunder; and thereafter, EEI (as well as its officers, directors, agents,
attorneys, successors, assigns or any person acting directly or indirectly for EEI or any such person) will take no
further action, directly or indirectly, against the JV and/or the JV partners and/or any other interest owners in the
Well with regard to any EEI Claims or the payment thereof to EEI. EEI agrees to execute such bill of sale or
similar basic documentation which manifests such assignment/conveyance of the EEI Claim balances due as MBE
may reasonably request. During the Regrouping Period (if one is required), the Parties agree that EEI shall
provide Buyer with copies of EEI's communications with the JV partners, including, but not limited to, any
invoicing, billing or similar demand(s) or request(s) for payment to Buyer of the JV's share

                                                         23
of the AFE, any outstanding amounts due from the JV to EEI for the EEI Claims, and any amounts due to EEI
from the JV for the ongoing business operations of the JV.

9.4.8. Buyer shall make a reasonable good faith effort to produce and/or execute whatever written
documentation is necessary and reasonable to assist EEI to account for the EEI Claims and satisfy same through
EEI Claim Deductions, without endorsing or otherwise becoming a participant in the transaction(s) underlying the
EEI Claims and without violating Buyer's duties, obligations and responsibilities as Managing Venturer of the JV
(if so elected). Notwithstanding the foregoing, Buyer agrees that, if it is installed as Managing Venturer of the JV
and/or as operator of the Well, as herein contemplated, it will not, at any time after the Closing, initiate, file and/or
represent, on behalf of itself or any interest owner in the Well, any claim, suit or legal action whatsoever with
regard to the EEI Claims, the EEI Claim Deduction, the Refunds and/or any other matter concerning EEI's
operation or management of the JV and/or the Well at any time whatsoever. This provision is not, however,
intended as (a) a waiver of Buyer's rights as an innocent stakeholder with respect to the Refunds, (b) a waiver of
any rights of indemnification from EEI provided in this Agreement, and (c) a barrier or obstacle for Buyer (but
only if Buyer, through no initiation of its own, is sued or made a party to any such claim, suit or legal action) from
asserting any available and lawful counterclaims, cross-claims and/or defenses, involving EEI or otherwise, and to
otherwise fully defend itself as provided by law. Further, nothing in this provision shall serve as an endorsement
by Buyer, in any form or fashion, of the EEI Claims, their merit or validity under the terms of the JV Agreement
or other relevant agreement(s), or as a waiver of any claim which the JV or the JV partners or any other owner of
an interest in the Well/Lease may have to the subject Refunds. Any representation that Buyer will not initiate a
claim, lawsuit, or legal proceeding involving the Refunds or the EEI Claims shall expressly not (a) act as a waiver
by the JV or any JV partner, notwithstanding its management structure or composition post-Closing, to contest or
litigate the EEI Claims (subject, however, to the JV's express obligation under the JV Agreement to indemnify
EEI for its actions as Managing Venturer), nor
(b) mitigate or prohibit Buyer's possible resignation, withdrawal or removal as JV Managing Venturer so as to
facilitate any such contests or litigation involving the EEI Claims, meritorious or otherwise, as suggested or
desired by any such involved Person. Any aspect of Buyer's cooperation and concurrences as contemplated by
this Section 9.4 et seq are expressly premised upon EEI's representation that the JOA and/or JV Agreement
support EEI's intended application and use of the Refund, coupled with EEI's express agreement (if not already
herein) to (1) make any required and necessary disclosure(s) of its intended use of the Refunds and associated
ramifications thereof at a time required by law and the relevant agreements, including, but not limited to, the JOA
and JV Agreement, and (b) to indemnify and hold Buyer harmless from any and all claims, causes of action and
costs arising out of any such use or application of the Refunds or any proceeds derived from the Scruggs
Resolution.

9.5 LIABILITY EXEMPTION OF BUYER. The Parties agree that Buyer will have no obligation or liability
whatsoever to EEI, to the JV, to the JV partners or to any other Persons who are WI owners in the Well
regarding any EEI Claims or any EEI Claim Deduction that are the result of a time period before Effective Time
or Change of Operator.

                                                           24
                                              ARTICLE 10
                                   CERTAIN POST-CLOSING COVENANTS

10.1 FURTHER ASSURANCES. After the Closing, each Party hereto agrees that it will execute, acknowledge
and deliver or cause to be executed, acknowledged and delivered such instruments and take such other action(s)
as may be necessary or advisable to carry out its obligations under this Agreement and under any exhibit,
document, certificate or other instrument delivered pursuant hereto.

10.2 DELIVERY OF RECORDS BY EEI. Within fifteen (15) days after Closing, EEI will deliver to Buyer the
Records (if not already). Notwithstanding the foregoing, the Parties acknowledge and agree that, prior to the
Closing, EEI has already delivered to Buyer, and Buyer possesses true and correct copies of all documents
necessary to examine, inspect and verify: (a) all material agreements related to the operation of the Properties, the
Well, and the JV, including but not limited to, the JOA and JV Agreement, (b) all material accounting data; (c) all
operating reports; (d) all production facilities; (e) all technical data; and (f) all title information related to the Lands
and the Lease. Notwithstanding the foregoing, the Parties acknowledge and agree that EEI's obligation to deliver
Records specifically relating to the JV and JV partners is subject to the approval of the JV and IF SUCH
APPROVAL IS NOT OBTAINED AS A RESULT OF THE JV VOTE, this Agreement shall be deemed a
having been amended, but only to the limited extent that the definition and delivery of the Records shall not
include any internal materials relating to the JV and the JV partners, all references in this Agreement describing
the anticipation of, or obligation for, any such delivery of JV Records from EEI to Buyer shall be of no
consequence and deemed void ab initio, and such amendment shall be made without any change or adjustment in
the Cash Consideration or the Stock Consideration or to any other provision hereof, if such provision has no
relation to the JV or its Records.

                                                   ARTICLE 11
                                                INDEMNIFICATION

11.1 SELLERS' INDEMNITY. Subject to the limitations in Section 11.2 (and Article 12, which shall control
with respect to tax matters covered thereby), after Closing, and in addition to any other express indemnifications
of and by Sellers, or each of them, in this Agreement, each Seller will defend, indemnify and hold harmless Buyer
Group from and against any and all Claims brought against or suffered by Buyer Group arising from, relating to or
connected with, directly or indirectly, any of the following:

11.1.1. any breach of the representations and warranties of either Seller in this Agreement or a failure of Sellers,
or either of them to perform in all respects any of the covenants, agreements or obligations in this Agreement;

11.1.2. the ownership or operation of the Properties, or any part thereof, to the extent attributable to the period
of time prior to the Effective Time, inclusive of Adverse Environmental Conditions;

11.1.3. any personal injury (including death), property damage, fines, penalties, or injunctions, to the extent
related to the ownership or operation of the Properties and arising from events occurring prior to the Effective
Time;

11.1.4. the payment of any Property Taxes or Severance Taxes allocable to the period prior to the Effective
Time;

                                                            25
11.1.5. any swap, derivative, hedge or Debt Instruments of either Seller or any of its/their Affiliate(s) relating to
the Properties;

11.1.6. any suit, action, proceeding, lawsuit or other litigation pending against either Seller relating to the
Properties prior to the Effective Time;

11.1.7. any gross negligence or willful misconduct of either Seller or its/their Affiliates, to the extent related to the
ownership or operation of the Properties and arising from events occurring prior to the Effective Time;

11.1.8. any commissions, finder's fees or other remuneration due to any agent, broker or finder claiming by,
through or under either Seller with respect to the transactions contemplated by this Agreement;

11.1.9 any management, operation of, or activities involving the JV and JV business matters during the period
after the date on which EEI first became the Managing Venturer of the JV and prior to the Effective Time, but
without any diminishment of the indemnification provisions of the JV Agreement; and

11.1.10 any application, use, retention, offset or processing of the Refunds, or any portion thereof, or any
proceeds derived from the Scruggs Resolution by any Seller.

The matters for which each Seller has the obligation to indemnify and hold harmless Buyer Group under this
Section 11.1, to the extent of such obligation and as limited by Section 11.2, are referred to herein as
"RETAINED LIABILITIES."

11.2 SCOPE OF EACH SELLER'S INDEMNITY. Each Seller shall have no obligation to indemnify Buyer
Group for any Claims arising pursuant to Section 11.1 with respect to which Buyer has not delivered written
notice thereof to such Seller within six (6) months after the Effective Time. Each Seller's aggregate indemnification
liability under Section 11.1 shall not exceed the total consideration received by such Seller under this Agreement.

11.3 SURVIVAL OF SELLERS' REPRESENTATIONS AND WARRANTIES. The representations and
warranties made by each Seller in this Agreement shall survive Closing for the period contemplated by Section
11.2, and shall be actionable during such period (but not thereafter, excluding Claims made in good faith prior to
the end of such period) in accordance with this Article 11.

11.4 BUYER'S INDEMNITY. Except to the extent of Retained Liabilities, after Closing, Buyer will defend,
indemnify and hold harmless Seller Group, subject to and in accordance with this Article 11 (and Article 12,
which will control with respect to tax matters covered thereby), from and against any and all Claims brought
against or suffered by any Person in the Seller Group arising from, relating to or connected with, directly or
indirectly, Buyer's ownership or operation of the Properties following the Closing and after the Effective Time
hereunder.

11.5 LIMITATIONS OF WARRANTIES ON PERSONAL PROPERTIES. Except as otherwise set forth in
this Agreement, without diminishing the express representations and warranties contained in this Agreement and in
the Conveyances, the personalty and personal property components of the Properties are being sold by each
Seller to Buyer without warranty of any kind, express, implied, or statutory. WITHOUT LIMITING THE
GENERALITY OF THE IMMEDIATELY PRECEDING SENTENCE AND EXCEPT AS SET FORTH IN
THIS AGREEMENT, EACH SELLER CONVEYS SUCH PERSONAL PROPERTY ELEMENTS AND
COMPONENTS OF THE PROPERTIES AS-IS, WHERE-IS AND WITH ALL FAULTS AND
EXPRESSLY

                                                           26
DISCLAIMS AND NEGATES ANY IMPLIED OR EXPRESS WARRANTY OF (A)
MERCHANTABILITY, (B) FITNESS FOR A PARTICULAR PURPOSE, (C) CONFORMITY TO
MODELS OR SAMPLES OF MATERIALS AND (D) FREEDOM FROM REDHIBITORY VICES OR
DEFECTS. EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, EACH SELLER ALSO
EXPRESSLY DISCLAIMS AND NEGATES ANY IMPLIED OR EXPRESS WARRANTY AT
COMMON LAW, BY STATUTE OR OTHERWISE RELATING TO THE ACCURACY OF ANY OF
THE INFORMATION FURNISHED WITH RESPECT TO THE EXISTENCE OR EXTENT OF
RESERVES OR THE VALUE OF SUCH PROPERTIES BASED THEREON OR EXCEPT AS SET
FORTH IN ARTICLE 5 OF THIS AGREEMENT, THE CONDITION OR STATE OF REPAIR OF ANY
OF SUCH PROPERTIES.

11.7 COVENANTS RUNNING WITH THE LAND. Buyer and Sellers agree that the provisions of this Article
11 shall bind and benefit each of their successors and assigns in interest as to the Properties.

                                                   ARTICLE 12
                                                   TAXATION

12.1 RESPONSIBLE PARTY. All Taxes attributable to the ownership or operation of the Properties prior to
the Effective Time are each Seller's responsibility respectively and all deductions, credits or refunds pertaining to
the aforementioned Taxes, no matter when received, belong to such Seller. All Taxes attributable to the
ownership or operation of the Properties on or after the Effective Time (excluding each Seller's income taxes,
franchise taxes or margin taxes from the Effective Time through Closing, and excluding income or capital gains
taxes from the sale of the Properties) are the responsibility of Buyer, and all deductions, credits or refunds
pertaining to the aforementioned Taxes, no matter when received, belong to Buyer. Property Taxes whether or
not based on production shall be prorated based on a percentage of the assessment period occurring before the
Effective Time. Property Taxes based on production (other than Severance Taxes) shall be deemed by the
Parties to apply to production in the Tax period for which the Tax is levied. Notwithstanding the foregoing,
Sellers shall pay all property taxes accessed by Denton County for time periods ending on or prior to the
Effective Time, if not already.

12.2 TRANSFER TAXES. Notwithstanding anything to the contrary herein, it is acknowledged and agreed by
and among each Seller and Buyer that the Purchase Price excludes any sales taxes or other Taxes of a similar
nature in connection with the sale of property pursuant to this Agreement. Buyer and each Seller will use
commercially reasonable efforts and cooperate in good faith to exempt the sale, conveyance, assignments and
transfers to be made to Buyer from any sales, use, stamp, real estate transfer, documentary, registration,
recording and other similar Taxes (each a "TRANSFER TAX"). If a determination is ever made that a Transfer
Tax applies, Buyer will be liable for such Transfer Tax.

                                                         27
12.3 TAX-DEFERRED EXCHANGE OPTION. Any Party may elect to effect a tax-deferred exchange under
Code Section 1031 (a "TAX DEFERRED EXCHANGE") for all or part of the Properties at any time prior to
the Closing Date. If a Party elects to effect a Tax-Deferred Exchange ("ELECTING PARTY"), the other Parties
agree to execute escrow instructions, documents, agreements or instruments to effect the exchange; provided,
however, that the other Parties incur no additional costs, expenses, fees or liabilities as a result of or connected
with the exchange. Each Seller and Buyer may assign any of their respective rights and delegate performance of
any of their respective duties under this Agreement in whole or in part to a third party in order to effect such an
exchange; provided, however, that the Electing Party will remain responsible to the other Parties for the full and
prompt performance of its respective delegated duties. The Electing Party will indemnify and hold other Parties
harmless from and against all Claims resulting from its participation in any exchange undertaken pursuant to this
Section 12.3 pursuant to the request of the Electing Party.

12.4 ALLOCATION OF VALUES. If the transactions under this Agreement constitute an applicable asset
acquisition pursuant to Code Section 1060, the Parties agree to cooperate in the preparation of Form 8594.
Buyer and each Seller will (a) be bound by this allocation for all Tax purposes, (b) timely file all forms (including
IRS Form 8594) and Tax returns required to be filed in connection with this allocation, (c) prepare and file all
Tax returns in a manner consistent with this allocation, and (d) take no position inconsistent with this allocation in
any Tax return, any audit or examination by, or any proceeding before, any taxing authority or otherwise. In the
event that the allocation is disputed by any taxing authority, the Party receiving notice of such dispute will
promptly notify and consult with the other Parties and keep the other Parties apprised of material developments
concerning resolution of such dispute.

                                                  ARTICLE 13
                                                MISCELLANEOUS

13.1 JOINT AND SEVERALLY LIABILITY OF EEI. EEI is liable for the obligations, representations,
warranties and liabilities of each Seller hereunder.

13.2 NOTICE. All notices required or permitted under this Agreement must be in writing and delivered
personally or by certified mail, postage prepaid and return receipt requested or by facsimile or by overnight
carrier to the recipient Parties, as follows:

          Sellers: Earthwise Energy, Inc.                     Buyer: Masch Branch Exploration, L.L.C.
                   Energy Partners International                     1012 N Masch Branch Rd
                   3182 Royal Lane                                   Denton, TX 76207-3640
                   Dallas, Texas 75229                               Attention: Bill A. Williamson &
                   Attention: Steven C. Howard                       S. Rand Stinnett
                   Facsimile: 214-353-0607                           Facsimile: 940-243-8643




or to such other place as either Party may designate as to itself by written notice to the other. All notices will be
effective upon the earlier of either the recipient Party's receipt thereof or five days after the mailing date thereof.

13.3 GOVERNING LAW. This Agreement, the obligations of the Parties under this Agreement and all other
matters arising out of or relating to this Agreement and the transactions it contemplates, will be governed by and
construed in accordance with the Laws of the State of Texas, without giving effect to any conflicts of law
principles that would cause the laws of another jurisdiction to

                                                           28
apply. Any dispute arising out of or relating to this Agreement which cannot be amicably resolved by the Parties,
shall be brought in a federal or state court of competent jurisdiction sitting in Denton County of the State of Texas
and the Parties irrevocably submit to the jurisdiction of any such court solely for the purpose of any such suit,
action or proceeding, waiving all rights to a jury trial for actions to enforcement hereof.

13.4 ASSIGNMENT. Neither Party may assign this Agreement or its rights under this Agreement or delegate
any performance obligations under this Agreement without the other Party's written consent, which will not be
unreasonably withheld; provided, however Buyer may, without the prior written consent of Seller, assign this
Agreement in whole or in part to one or more Affiliates of Buyer, but no such assignment will release or discharge
Buyer from any of its obligations hereunder. This Agreement will be binding upon and will inure to the benefit of
the Parties hereto and their permitted successors and assigns. Nothing contained in this Agreement entitles
anyone other than Buyer or either Seller or their respective permitted successors and assigns to any rights under
this Agreement.

13.5 ENTIRE AGREEMENT; AMENDMENTS. This Agreement, together with the Exhibits hereto, the
certificates, documents, instruments and writings that are delivered pursuant hereto, constitute the entire, complete
and exclusive agreement and understanding of the Parties in respect of the subject matter hereof and thereof and
expressly supersede all prior understandings, agreements, or representations by or among the Parties, written or
oral, with respect thereto. No amendment or modification of any provision of this Agreement will be valid, unless
the same is in writing and signed by Buyer and Seller.

13.6 CONSTRUCTION. The Parties have participated jointly in the negotiation and drafting of this Agreement.
If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly
by the Parties and no presumption or burden of proof will arise favoring or disfavoring either Party because of the
authorship of any provision of this Agreement. The Parties will treat the words "include," "includes" and
"including" as if followed by "without limitation." Pronouns in masculine, feminine, and neuter genders will be
construed to include any other gender, and words in the singular form will be construed to include the plural and
vice versa, unless the context otherwise requires.

                                                         29
13.7 SEVERABILITYa. . If any terms of this Agreement are determined by a court to be invalid or
unenforceable, the remaining provisions will remain effective and binding, and the invalid or unenforceable term
shall be deemed not to be a part hereof.

13.8 BINDING EFFECTa. . This Agreement shall be binding upon, and shall inure to the benefit of, the Parties
and their respective representatives, officers, directors, shareholders, affiliates, agents, attorneys, employees and
assigns, if any. Each Party shall represent and warrant that it has the authority to act on its behalf and to bind itself
to this Agreement.

13.9 COUNTERPARTS. This Agreement may be executed in multiple counterparts, each deemed an original, as
if one document was signed by all Parties, together deemed as one final agreement binding on all Parties
subscribed thereto and multiple signature pages affixed to a single copy hereof shall be deemed as a fully
executed original.

13.10 EXERCISE OF RIGHTS; WAIVERb. . A failure or forbearance by a Party to exercise a right or remedy
for enforcement under this Agreement shall not be a waiver of such Party's rights or remedies (except as
expressly stated herein), nor shall such failure or forbearance modify this Agreement in the absence of a writing to
such effect, as provided above. No waiver of any terms of this Agreement shall be valid unless signed by all
Parties. The waiver by any Party of any breach of this Agreement shall not operate as a waiver of any subsequent
breach, nor shall any waiver be construed as a rescission hereof.

13.11 EXPENSES AND FEES. Unless otherwise set forth herein or hereafter agreed in writing by the Parties,
each Party will pay its own fees and expenses incident to the negotiation and preparation of this Agreement and
consummation of the transactions contemplated hereby. Buyer will be responsible for all the fees for the recording
of transfer documents.

13.12 LIMITATION ON DAMAGES. Notwithstanding any term or provision of this Agreement to the
contrary, in no event will either Party to this Agreement be liable to the other Party for any consequential, special,
exemplary, punitive or similar damages arising out of or relating to this Agreement; except to the extent any such
Party was required to pay such damages to a third party in connection with a Claim, in which event such damages
shall be recoverable hereunder.

13.13 CONSPICUOUSNESS. Each of the Parties hereto specifically acknowledges and agrees (a) that it has a
duty to read this Agreement and that it is charged with notice and knowledge of the terms hereof, and (b) that it
has in fact read this Agreement and is fully informed and has full notice and knowledge of the terms, conditions
and effects of this Agreement. Each Party hereto further agrees that it will not contest the validity or enforceability
of any such provisions of this Agreement on the basis that the Party had no notice or knowledge of such
provisions or that such provisions are not "conspicuous". The Parties expressly hereby acknowledge and agree
that the provisions contained in this Agreement that are set out in "BOLD" or in "ALL CAPS" satisfy the
requirement of the "express negligence rule" and any other requirement at law or in equity that provisions
contained in a contract be conspicuously marked or highlighted.

13.14 DISPUTES; INTERPRETATION. All provisions of this Agreement shall be interpreted according to their
plain meaning, as the drafting hereof was made by mutual effort between the Parties, through their counsel, and is
not to be construed as against any one Party as the drafter, with the Parties intending to be bound immediately
hereby.

                                                           30
13.15 ATTORNEY'S FEES. In any legal proceeding by which one Party either seeks to enforce its rights
hereunder (in contract and/or tort) or a declaration of rights or obligations under any instrument referenced or
contemplated hereunder, the prevailing Party shall be awarded its reasonable attorney fees, and costs and
expenses incurred.

13.16 VOLUNTARY AGREEMENT. The Parties acknowledge and understand that this Agreement is legally
binding and that, by signing it, they are agreeing to all its provisions, and will have read and understood each
provision set forth therein.

                                      [SIGNATURE PAGE FOLLOWS.]

                                                        31
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first set forth above, to be
effective as of the Effective Time.

                                               SELLERS:

                                    EARTHWISE ENERGY, INC.,
                                       A Nevada corporation

                            By: /s/ Steven C. Howard
                                ----------------------------------------
                            Name: Steven C. Howard
                            Its: President / CEO




                             ENERGY PARTNERS INTERNATIONAL'
                                 A Texas Joint Venture partnership

                            By: /s/ Jeffrey C. Reynolds
                                ----------------------------------------
                            Name: Jeffrey C. Reynolds,
                                  Executive Vice President of Earthwise
                                  Energy, Inc., in its capacity as
                                  Managing Venturer of Energy Partners
                                  International




                                                BUYER:

                             MASCH BRANCH EXPLORATION, L.L.C.,
                                  A Texas limited liability company

                            By: /s/ Bill A. Williamson
                                ----------------------------------------
                                Bill A. Williamson, Manager


                            By: /s/ S. Rand Stinnett
                                ----------------------------------------
                                S. Rand Stinnett, Manager




                                                   32
                                                   EXHIBIT A
                                                  The Properties

The "Properties" consist of the following:

1. That certain Oil and Gas Lease (the "Lease") executed March 10, 2004, effect as of March 1, 2004, by and
between Michael and Melanie Scruggs, as Lessors therein, and Mid-Continent Geological, Inc. ("MCG"), as
Lessee therein, covering certain lands in Denton County, Texas of 84.996 acres, more or less, together with all
properties and rights incident thereto or derived therefrom, including without limitation, all physical lease
equipment and facilities owned used for the production of oil and gas from said properties, all seismic, geological
and engineering data and interpretations thereof, all files and records and all agreements, leases, permits, rights-
of-way, easements, licenses, options, orders and other agreements in any way relating thereto.

Other than the leasehold interests in the Lease that are owned or controlled by EEI, three other parties, MCG
(which owns a 5.0% leasehold interest), Philip R. Rice (who owns a 5.0% leasehold interest), and David
Vanderlaan (who owns a 1.5% leasehold interest) (collectively, the "Minority Lessees"), are the only other
persons, to the knowledge of the Sellers, that own a leasehold interest in the Lease.

The aggregate leasehold interest of the Minority Lessees is 11.5% and therefore, the leasehold interest in the
Lease that is owned or controlled by EEI is (a) that certain leasehold interest of Energy Partners International
("EPI"), a Texas joint venture partnership in which EEI serves a Managing Venturer, specifically being 50% of an
undivided 33.333% of 8/8ths of the leasehold interest in the Lease and (2) that certain leasehold interest of EEI,
specifically being 100% of 8/8ths of the leasehold interest in the Lease, save and except the leasehold interest
owned by the Minority Lessees and the leasehold interest owned by EPI, which calculates as being a 71 5/6 %
(71.833333333%) leasehold interest that is owned by EEI and a 16 2/3% (16.666666666%) leasehold interest
that is owned by EPI (but which is controlled by EEI).

2. That certain working interest in the Well, which (by unfiled contract between EEI and EPI) is 50% owned by
EPI and 50% owned by EEI, constituting a total of 33.333% working interest (25% net revenue interest) in the
Well.

3. That certain additional working interest in the Well owned solely by EEI, constituting a 12.084636% working
interest (9.063467% net revenue interest) in the Well.

4. That certain partnership in the Scruggs #1-H Joint Venture owned by EEI, constituting a 2.383388%
partnership interest in the JV, which is equivalent to a 1.000% working interest (0.750% net revenue interest) in
the Well.

                                                         33
Exhibit 10.09

                FEBRUARY 28, 2011 AMENDMENT

                       TO THAT CERTAIN

                   PURCHASE AGREEMENT

                          By and Between

                      Earthwise Energy, Inc.

                                  and

                   Energy Partners International

                      (collectively, the "Sellers")

                                  and

                 Masch Branch Exploration, L.L.C.

                             (the "Buyer")

                 Originally Dated January 13, 2011
                 FEBRUARY 28, 2011 AMENDMENT TO PURCHASE AGREEMENT

This February 28, 2011 Amendment (this "1ST AMENDMENT" to that certain Purchase Agreement (the "PA"),
dated January 13, 2011, is made and entered into on March 1, 2011, by and between Earthwise Energy, Inc., a
Nevada corporation ("EEI") and Energy Partners International, a Texas Joint Venture Partnership ("EPI")
(collectively, EEI and EPI may be referred to herein as "SELLERS") and Masch Branch Exploration, L.L.C., a
Texas limited liability company (referred to herein as "BUYER"). Each party to this Agreement may be referred
to herein as a "PARTY" and collectively, as the "Parties".

WHEREAS, pursuant to Section 13.5 of the PA, each of the Parties wishes to amend the PA as such changes
are set forth in this 1st Amendment, understanding that all capitalized terms not otherwise defined herein shall
have the meanings originally ascribed to such terms, as defined in the PA;

NOW, THEREFORE, based on and in consideration of the mutual covenants and agreements contained herein,
the Parties agree as follows:

1. Article I of the PA shall be amended to include the following definition:

"NON-PARTICIPATING JV INTERESTS" means any JV Venturer(s) and/or the JV interests allocable to such
JV Venturer(s) that are, as of the Effective Time, or that become, at any time after the Effective Time but prior to
March 1, 2011, definable as Non-Participating Venturers (as such term is defined in the JV Agreement) for any
reason whatsoever, including, but not limited to, non-payment and/or untimely payment of an Additional
Assessment or EEI Claims under the JV Agreement (as determined by EEI as Managing Venturer).

2. Section 2.1 of the PA shall be amended to include a new Section 2.1.11, which shall read as follows:

"2.1.11 All Non-Participating JV interests held, claimed, or in any way allocable to or by EEI, as of the Effective
Resignation Date, as well as any and all interests or ownership of any kind or nature in the JV and/or the Well, if
any and if not otherwise yet included in the Properties, as defined.

3. Article 3 of the PA shall be amended to include a new Section 3.5, which shall read as follows:

"3.5 ADDITIONAL CONSIDERATION. If, at the time of the Effective Resignation Date, EEI is in the position
of (a) being a Participating Venturer with respect to any Non-Participating JV interests, whether resulting from
the JV Vote, any Additional Assessment, or otherwise, or (b) acceding to the ownership of any partnership or JV
interest of any JV Venturer by reason of such partner's forfeiture of his JV interests, or (c) having asserted rights
to any such Non-Participating JV interests by its affirmative acts, actions, and declarations involving express and
implied rights and remedies under the JV Agreement, then and in that event, all of such additional interests, rights,
and entitlements (the "ADDITIONAL JV INTERESTS") in which EEI has any right, title, or interest (if not
already) shall be deemed to have become part of the Properties being conveyed to Buyer under the PA,
conditioned on Buyer's agreement, hereby given, that additional consideration to EEI shall be given in exchange
for (among other considerations hereinbefore agreed upon by the Parties) the conveyance of the Additional JV
Interests to Buyer in the form of an amount of shares of Topaz's common stock that is equal in number to the
Stock Consideration set forth in Section 3.1 above (the "ADDITIONAL STOCK CONSIDERATION"); and
the provisions of Section 3.4 above shall also apply to the Additional Stock Consideration."

4. Article 3 of the PA shall be amended to include a new Section 3.6, which shall read as follows:

    "3.6 DELIVERY AND FACILITATION OF ADDITIONAL STOCK CONSIDERATION. The

Additional Stock Consideration shall be deliverable and payable to EEI by or through Buyer on or before ten
(10) days after March 1, 2011, as follows: Buyer warrants and represents to EEI that Buyer has arranged for
and contracted with Topaz, for independent consideration, for the delivery to Buyer's credit (and Buyer's
subsequent delivery to EEI on March 1, 2011) of a written subscription agreement (the "2ND
SUBSCRIPTION") for the Additional Stock Consideration, which EEI (and

                                                          2
Topaz, in advance of 3/1/11) will execute in duplicate, original format on March 1, 2011, accompanied by a
written resolution of Topaz's board of directors (the "2ND ISSUANCE RESOLUTION") approving the
issuance of the Additional Stock Consideration and, in addition, an authorization letter (the "2ND
AUTHORIZATION LETTER"), executed by a properly authorized Topaz officer, instructing Topaz's stock
registration Agent to immediately issue and deliver the Topaz common stock certificate representing the
Additional Stock Consideration in EEI's name. The true and correct forms of the 2nd Subscription, 2nd Issuance
Resolution, and 2nd Authorization Letter shall be exactly equivalent to those forms attached hereto as Exhibit "D"
and made a part hereof. EEI's receipt of the certificate for the Additional Stock Consideration following March 1,
2011 shall be requisite for the title to EEI's ownership or interest(s) in the Additional JV Interests to vest with
Buyer hereunder. The Parties agree to communicate and cooperate to the extent possible to (a) facilitate the
certificate's delivery as soon as practicable, but in no event longer than ten (10) days, after March 1, 2011, and
(b) afford all Parties notice of EEI's physical receipt of such certificate. EEI understands that the subject shares
comprising the Additional Stock Consideration are not registered under the Act, on the grounds that the issuance
of securities in relation to this Agreement is exempt from registration under the Act. EEI further understands that
the shares comprising the Additional Stock Consideration may not be sold, transferred or otherwise disposed of
without registration under the Act or an exemption therefrom, and that said shares may not be sold pursuant to
Rule 144 promulgated under the Act unless all of the conditions of that Rule are met or established. When issued
by the Agent in the name of "Earthwise Energy, Inc." in accordance with this PA, the said shares shall be validly
issued, as fully paid and nonassessable and shall be free and clear of all liens imposed by or through Buyer, the
Agent, and/or Topaz; and neither the issuance nor the delivery of the said Additional Stock Consideration is
subject to any preemptive or any similar right of any stockholder of Topaz or of any other Person."

5. Section 7.3 of the PA shall be amended to include a new Section 7.3.4, which shall read as follows:

"7.3.4 Notwithstanding the provisions of Section 7.3.2 or Section 7.3.3 above, the Parties agree that, as of the
expiration of the voting period specified in the JV Letter attached hereto as Exhibit "J", if a majority approval of
EEI's conveyance of the JV Interests and EEI's resignation as Managing Venturer of the JV has not been timely
obtained via the JV Vote AND, as a result, the provisions of Section 3.5 and Section 3.6 above become
effective at that time, thus causing the shares for the Additional Stock Consideration to be deliverable to EEI as
prescribed therein, then and in that event, the Parties agree that (1) the Effective Resignation Date shall be March
15, 2011, (2) EEI shall send a final letter to the JV Venturers prior to the Effective Resignation Date to inform
them of, at a minimum, the outcome of the original JV Vote, the Effective Resignation Date (coupled with a notice
of a specific second vote to install Buyer as the new Managing Venturer of the JV), in a written format to be
approved by Buyer in advance thereof, and the intention of Buyer to issue the AFE, and (3) irrespective of any
other provisions therein to the contrary, the Escrow Agreement attached hereto as Exhibit "K" shall be modified
such that 54.58% of the full amount of the Escrow Funds shall be immediately released to EEI on or before
fifteen days prior to the Effective Resignation Date (if any set of circumstances, as anticipated in this PA, give rise
to the issuance of the Additional Stock Consideration, together with the actions described in this
Section 7.3.4, the same shall collectively be referred to herein as the "ALTERNATE RESIGNATION
ACTIONS")."

6. Section 10.2 of the PA shall be amended to include the following sentence at the end of the section:

"The Parties agree that, in the event that the Alternate Resignation Actions are triggered by any set of
circumstances, as herein anticipated, EEI shall deliver to Buyer all Records pertaining to the JV within fifteen
(15) days after the Effective Resignation Date."

                                       [SIGNATURE PAGE FOLLOWS.]

                                                          3
IN WITNESS WHEREOF, the Parties have executed this February 28, 2011 Amendment to the PA as of the
date first set forth above, to be effective as of the same date.

                                            SELLERS:

                                  EARTHWISE ENERGY, INC.,
                                     A Nevada corporation

                            By: /s/ Steven C. Howard
                                --------------------------------------
                            Name: Steven C. Howard
                            Its: President / CEO




                            ENERGY PARTNERS INTERNATIONAL'
                                A Texas Joint Venture partnership

                            By: /s/ Jeffrey C. Reynolds
                                --------------------------------------
                            Name: Jeffrey C. Reynolds,
                                  Executive Vice President of
                                  Earthwise Energy, Inc., in its
                                  capacity as Managing Venturer
                                  of Energy Partners International




                                             BUYER:

                           MASCH BRANCH EXPLORATION, L.L.C.,
                                A Texas limited liability company

                            By: /s/ S. Rand Stinnett
                                --------------------------------------
                                S. Rand Stinnett, Manager




                                        ESCROW AGENT:

                            By: /s/ S. Rand Stinnett
                                --------------------------------------
                                S. Rand Stinnett, Manager




                                                 4
Exhibit 10.10

                   PARTICIPATION AND JOINT DEVELOPMENT AGREEMENT

This Participation and Joint Development Agreement (the "Agreement") is entered into by and between TOPAZ
RESOURCES, INC., a publicly-traded Florida corporation whose address is 1012 N. Masch Branch Road,
Denton, Texas 76207-3640 (hereinafter referred to as "TOPAZ"), party of the first part, and POLAR
RESOURCES CORPORATION, a publicly-traded British Columbia (Canada) corporation whose address is
Penthouse 2204-1275 Pacific Street, Vancouver, BC V6E 1T6 (hereinafter referred to as "POLAR").

                                                   RECITALS:

WHEREAS, TOPAZ is (a) an oil and gas exploration and development entity, focused primarily (among other
areas) in North Texas and lands prospective for hydrocarbon production from the Barnett Shale (and other shale
formations), (b) postured to undertake a focused drilling program in this region at a pace commensurate with the
stated needs and/or desires of POLAR, (c) desirous of developing/producing one or more of its present and/or
targeted leasehold prospects in concert with POLAR, under the terms set forth herein; and

WHEREAS, POLAR is (a) seeking acquisition and participation opportunities, as a non-operating working
interest owner, in oil and gas development and production opportunities, (b) desirous of acquiring a working
interest in TOPAZ's Browning #2 Well (as defined below), (c) expressing the desire and ability to be a non-
operating working interest owner in the drilling of 20-30 "near term" Barnett Shale (or other depth/formation)
wells, both vertical and horizontal in nature, commencing with wells contemplated by this Agreement, and
(d) further desirous of participating with TOPAZ in the joint and near-term development of such oil and/or gas
wells on TOPAZ's leases, present and future, consistent with the terms hereof.

NOW, THEREFORE, in consideration of the payment of Ten Dollars ($10.00) and other good and valuable
considerations, the receipt and sufficiency of which are hereby acknowledged, TOPAZ and POLAR agree as
follows:

                                                 AGREEMENT:

1.0 DEFINITIONS. In addition to the terms otherwise defined in this Agreement, the capitalized expressions
and/or phrases set forth below shall have the meaning(s) set forth beside the same in this Agreement, unless
expressly indicated otherwise.

(A) "BROWNING LEASE". As used herein, the term or phrase "Browning Lease" shall mean and refer to that
certain written Oil, Gas and Mineral Lease, dated July 15, 2005, from Browning Children's Management Trust,
Wells Fargo Bank, N.A., Trustee, Lessor, to Dark Horse Operating Co., L.L.C., Lessee, a memorandum of
which is recorded in Volume 355, Page 507, Real Records, Montague County, Texas, as amended by that
certain First Ratification and Amendment of Oil, Gas and Mineral Lease, dated/effective July 15, 2005, a notice
of which is recorded in Volume 453, Page 783, Real Records, Montague County, Texas, and as further
amended/corrected by that certain Correction of First Ratification and Amendment of Oil, Gas and Mineral
Lease, dated/effective July 15, 2009, a written notice of which, entitled "Correction of Notice of First Ratification
and Amendment of Oil, Gas and Mineral Lease" is recorded in Volume 475, Page 473, Real Records, Montague
County, Texas, covering five (5) non-communitized tracts of land (labeled as "Tract One", "Tract Two", "Tract
Three", "Tract Four" and "Tract Five", respectively therein), and containing/covering the said Lessor's right, title
and interest in and to a collective 1,187.75 acres of land, more or

                                                   Page 1 of 12
less. Additionally, the phrase shall also refer to the lands covered by the subject Browning Lease (in addition to
the lease and rights relative thereto).

(B) "UNLEASED INTERESTS". As used herein, the term or phrase "Unleased Interests" shall mean any and all
undivided mineral interests or ownership within the five tracts and/or lands covered by the Browning Lease, or
any of them, which are either (1) not subject to the terms of the Browning Lease by virtue of an exercise of
executive rights thereon by the Browning Children's Management Trust, (2) presently unleased by TOPAZ, or
(3) leased to a third party(s).

(C) "BROWNING AMI LEASES". As used herein, the term or phrase "Browning AMI Leases" shall mean and
refer to any and all oil, gas and/or mineral lease or leases (whether one or more) obtained, secured, purchased
and/or acquired by TOPAZ (or by its principals or affiliates) on lands located within the five (5) tracts of land
covered by the Browning Lease, from or granted by the owner(s) of the Unleased Interests (defined above).
Such term contemplates (further) any lands which are immediately contiguous to the lands covered by the
Browning Lease, with no automatic or cascading expansion of the said Browning AMI Leases to the perimeter of
any such contiguous leases in the absence of a written agreement of the parties hereto.

(D) "BROWNING #2 WELL". As used herein, the term or phrase "Browning #2 Well" shall mean and refer to
(a) that certain existing wellbore designated at the Railroad Commission of Texas as the "Browning #2" well (API
#42-337-34339), located on non-communitized Tract Three of the Browning Lease (in the Elias Spray Survey,
A-672, Montague County, Texas), and (b) the "to-be-established" associated and surrounding forty (40) acre
oil, gas and mineral leasehold estate of the Browning Lease (generally a forty acre unit in the form of a square
around the subject wellbore).

(E) "NON-BROWNING #2 ACRES". As used herein, the term or phrase "Non-Browning #2 Acres" shall
mean and refer to Tracts One, Two, Three (save and except the 40 acres thereof contained within the Browning
#2 Well definition above), Four and Five as identified in the Browning Lease, comprised of 220.0 acres, 270.75
acres, 460.0 acres, 100.0 acres and 97.0 acres, respectively, more or less (totaling 1,147.75 gross acres of land,
more or less). Each of the foregoing five (5) tracts or leasehold portions may sometimes be referred to by their
respective tract name/number).

(F) "OTHER LEASES". As used herein, the term or phrase "Other Leases" shall mean and refer to such oil and
gas lease or leases or oil, gas and mineral lease or leases, excluding the Browning Lease or any of the Browning
AMI Leases (or leases on the Non-Browning #2 Acres or leases on Unleased Interests, as defined herein), as
TOPAZ, in its sole election and discretion, identifies, discloses, targets, designates and/or otherwise formally
presents to POLAR, pursuant to and in a manner consistent with
Section 5.0 et seq below, for proposed joint development with POLAR under (and in a manner consistent with)
this Agreement, if any, whether proximate to or otherwise situated in Montague County, Texas, areas prospective
for shale gas/oil production or otherwise.

(G) "AT COST BASIS". As used herein, the term or phrase "At Cost Basis" shall mean and refer to the actual
cost(s), terms and parameters of any specific transaction or expenditure, as directly expended or as received by
either TOPAZ (or DHOPCO acting at its direction and request), without mark-up or enhancement. In the case
of (a) equipment contributed to or installed at a well/site involved hereunder, or (b) drilling or completion water
delivered thereto via TOPAZ's existing water well and/or frac/accumulation tank, the fair market value thereof,
based upon competitive pricing.

                                                   Page 2 of 12
(H) "BROWNING #2 COMPLETION COSTS". As used herein, the term or phrase "Browning #2 Completion
Costs" shall mean and refer to the monies, expenditures and capital needed to underwrite and pay for, on an "At
Cost Basis" (as defined herein) the remaining tasks, labors and equipment needed to frac, complete and equip the
Browning #2 Well for hydrocarbon production and to produce oil and gas therefrom (expressly the costs of the
well "through the tanks and sales line"). Notwithstanding the foregoing, such term/definition shall also include such
amount(s) and costs incurred in the recovery, hauling and disposal of such frac/completion water from the
Browning #2 Well which equals fifty percent (50%) of the aggregate volume of water injected into said well as
part and parcel to its completion. By way of a companion definition, the term or phrase "Connection Point" shall
mean and refer to that point in time when (a) the subject well is completed, fully equipped and connected to both
a natural gas sales line and on-site/functional tanks and production facilities for oil (i.e. completed through the
tanks and sales line) and is otherwise fully postured and positioned to produce, store and sell hydrocarbons, and
(b) all associated Browning #2 Completion Costs are paid in full, save and except the included and ongoing
recovered frac water expenses noted above.

(I) "BASE ACREAGE PRICE". As used herein, the term or phrase "Base Acreage Price" shall mean and refer
to the greater of (1) the sum of ONE THOUSAND FIFTY AND NO/100 U.S. DOLLARS ($1,050.00) per
net mineral acre of leasehold, or (2) TOPAZ's actual "per acre" acquisition cost(s) in the form of lease bonuses
paid to third party lessors for leasehold. Such term shall not include land/title analysis, legal fees for title opinion(s)
and similar title-related actual expenses of TOPAZ, absent TOPAZ independent election to include one or more
of the same on a case-by-case basis, in such "per acre" total(s). If applicable, the term or phrase shall not include
considerations or payments for non-leasehold items (wells, equipment or the like, if applicable).

(J) "DHOPCO". As used herein, the term "DHOPCO" shall mean and refer to Dark Horse Operating Co.,
L.L.C., a Texas limited liability company whose mailing address is P.O. Box 2184, Denton, Texas 76202-2184,
and which is the current and designated operator of the Browning #2 Well and the original lessee under the terms
of the Browning Lease.

(K) "UNIT ACREAGE". As used herein, the term or phrase "Unit Acreage" shall mean and refer to the minimum
number of leasehold acres TOPAZ and/or DHOPCO designates as a functioning unit, in its/their discretion,
pursuant to leasehold terms and/or applicable field rules established by governing or regulatory authorities for a
specific well or wells proposed or to be drilled and developed by and among TOPAZ and POLAR hereunder.
With respect to Unit Acreage within the Browning Lease or Browning AMI Leases, such Unit Acreage shall be a
minimum of forty (40) acres, whether such well(s) is/are vertical or horizontal in nature. With respect to Other
Leases, any plausible or applicable minimum shall be in TOPAZ's election and discretion. The establishment of
such Unit Acreage shall be part and parcel to POLAR's acquisition of a working interest therein, pursuant to the
terms of this Agreement.

(L) "RMJ AGREEMENT". As used herein, the term or phrase "RMJ Agreement" shall mean and refer to that
certain written Subscription Agreement, dated/effective September 21, 2010, by and between TOPAZ and
DHOPCO, parties of the first part, and RMJ, Inc. (herein "RMJ"), a Nevada corporation whose address is 8921
N. Indian Trail Road, Suite 288, Spokane, WA 99208, party of the second part, as supplemented/amended by
that certain written Supplemental Subscription Agreement, dated/effective September 21, 2010, relating and
pertaining to the Browning Lease (as the same may be amended or supplemented from time to time).

                                                      Page 3 of 12
(M) "EFFECTIVE TIME". As used herein, the term or phrase "Effective Time" shall mean and refer to 12:00
p.m. on the date of TOPAZ's execution of this Agreement.

2.0 BROWNING #2 WELL STATUS; GENERAL INTENT OF PARTIES. DHOPCO is the current record
owner (subject to TOPAZ's implementing option to acquire the working interest in the Browning #2 Well) of a
100.0% working interest (and an attributable 75.0% net revenue interest) in and to the Browning #2 Well of the
above-referenced Browning Lease, with an undivided 25.00% working interest (and an attributable 18.75% net
revenue interest and cost obligation of 28.125% through the Connection Point thereof) contracted to convey to
RMJ. As part of an express post-primary term continuous development program under the written Browning
lease, DHOPCO, using funding from TOPAZ, has heretofore drilled, logged and set production casing on the
Browning #2 Well, to a depth sufficient to produce the Barnett Shale (and has heretofore provided RMJ and
POLAR with copies of relevant logs, show sheets, daily drilling reports and other well-related materials
generated and derived from such processes). TOPAZ, as an emerging public company, is in the early stages of its
initial capital raising efforts and is desirous of POLAR's (and RMJ's) joinder and participation in the Browning #2
Well hereunder. POLAR is desirous of participating in the near-term development of multiple wells, both vertical
and horizontal, with TOPAZ, both on the Browning Lease and on such Other Leases as the parties may manifest
a mutual interest in developing.

3.0 PURCHASE AND SALE OF WORKING INTEREST IN BROWNING #2 WELL. TOPAZ agrees to
sell to POLAR and POLAR agrees to purchase from TOPAZ an undivided 62.9883% working interest (and an
attributable 47.2412% net revenue interest) in and to the forty (40) acre Browning #2 Well portion of the
Browning Lease (the "POLAR Browning #2 WI"), subject to the conditions and terms of this Agreement.

3.1 ASSOCIATED COST OBLIGATION(S). The POLAR Browning #2 WI is (a) acquired "as is" and subject
to no unpaid or unsatisfied costs of drilling, casing or logging (and associated "pre-completion" costs (i.e. a "paid-
up" acquisition) through the Effective Time, (b) subject to a cost obligation of 71.875% of the Browning #2
Completion Costs through the Connection Point, and (c) following the Connection Point of the Browning #2
Well, POLAR's cost obligation for its working interest/lease operating expenses for the Browning #2 Well shall
reduce to 62.9883%, all in conformity with the JOA (a defined below).

3.2 PURCHASE PRICE/CONSIDERATION. In consideration of such working interest, POLAR agrees to pay
TOPAZ, upon the execution of this Agreement, the sum of ONE MILLION AND NO/100 U.S. DOLLARS
($1,000,000.00) (the "Browning #2 Purchase Price"), payable to TOPAZ via bank wire transfer to TOPAZ's
account, the instructions for such wire transfer being set forth in the attached Exhibit "A", which is incorporated
herein by this reference.

3.3 ASSIGNMENT OF WORKING INTEREST. Upon the execution of this Agreement, TOPAZ shall cause
DHOPCO to secure an appropriate metes and bounds description of the Browning #2 Well for TOPAZ's future
use in the written assignment of the POLAR Browning #2 WI. Following the Connection Point, TOPAZ shall
execute, acknowledge and deliver unto POLAR a written Assignment of Oil, Gas and Mineral Lease (the
"Browning #2 Assignment"), conveying the Polar Browning #2 WI in an appropriate and mutually agreeable form
and format, the same to be recorded in due course in the Real Records of Montague County, Texas at POLAR's
sole expense. Absent reasonable objection, the form of the Browning #2 Assignment shall be in a form similar to
the attached Exhibit "B", which is incorporated herein by this reference.

                                                    Page 4 of 12
3.4 WARRANTY OF TITLE. TOPAZ, by virtue of the Browning #2 Assignment, is making a "by, through and
under" warranty with respect to the Browning #2 Well.

3.5 ADDITIONAL DOCUMENTS. Pursuant to and upon the terms and conditions herein set forth, POLAR
and TOPAZ, upon its entry into and the execution of this Agreement, hereby agree to execute and/or deliver such
other instruments and documents as may be reasonably required to effectuate the intent, requirements and
outcomes of this Agreement, in due course, including, but not limited to, the following:

(a) One (1) written Joint Operating Agreement (the "JOA"), to govern operations on the Browning #2 Well,
utilizing a modified and supplemented 1982 AAPL Model Form Operating Agreement with included Accounting
COPAS attachment, such JOA to be consistent with DHOPCO's prior operations in and around Montague
County, Texas, and as implemented with RMJ. Such JOA shall (among other things) specifically preclude
DHOPCO's removal/replacement as well operator in the absence of TOPAZ's express written approval, such
approval to be at TOPAZ's sole discretion, absent fraud or willful misconduct by DHOPCO;

(b) One (1) executed and acknowledged Memorandum of Operating Agreement and Financing Statement; and

(c) If not already, an updated Authorization for Expenditure ("AFE"), reflective of the then-existing pricing
involved in the activities described therein for the completion of the Browning #2 Well (i.e. the Browning #2
Completion Costs).

3.6 RMJ WORKING INTEREST; PERCENTAGES OF PARTIES. Pursuant to the RMJ Agreement, as
supplemented/modified, RMJ will (a) be a party to the subject JOA, (b) have an undivided 25.00% working
interest (and an attributable 18.75% net revenue interest) in and to the Browning #2 Well (the "RMJ Browning
#2 WI"), burdened with an aggregate 28.125% responsibility for the Browning #2 Completion Costs through the
Connection Point. Thus, the contemplated working interest in the Browning #2 Well following the execution of
this Agreement shall be as follows:

                WI OWNER         WI %        NET REVENUE %       BROWNING #2 COMPLETION COST %
                --------         ----        -------------       -----------------------------
                POLAR        62.9883% WI      47.2412% NRI                 71.8750%
                RMJ          25.0000% WI      18.7500% NRI                 28.1250%
                TOPAZ        12.0117% WI       9.0088% NRI                  0.0000%




3.7 COMPLETION OF BROWNING #2 WELL. POLAR and TOPAZ agree and acknowledge that the
fracing/completion of the Browning #2 Well is targeted for commencement on or before April 1, 2011 (to
facilitate the good faith adherence to the Browning Lease's continuous development timetables), and that the
conclusion of the Section 3.5 documentation and the delivery by POLAR of its AFE'd share of the Browning #2
Completion Costs shall be concluded in advance of such fracing/completion. Specifically, with respect to monies
involved, POLAR shall deliver such Browning #2 Completion Costs not later than March 20, 2011 (if not
sooner). The parties agree to coordinate the assembly and execution of such Section 3.5 documentation in a
diligent and good faith manner prior to March 20, 2011.

4.0 DEVELOPMENT OF NON-BROWNING #2 ACRES AND AMI LEASES. The parties hereto are
desirous of jointly developing TOPAZ's Browning Lease as it relates and pertains to the Non-Browning #2
Acres and/or AMI Leases, subject to the terms and conditions hereof. The scope and pace of such development,
primarily targeted for the Barnett Shale formation thereunder (with shallower formations potentially producable),
will be necessarily driven, accomplished and pursued based upon (among other things) (a) achieved productive
results of the

                                                  Page 5 of 12
drilling/completion(s), (b) evaluation of geology, logs and possible 3-D seismic thereon, (c) the corporate needs
of the parties, and (d) the demands of continuous development required by the Browning Lease itself. POLAR
has heretofore expressed a desire to financially participate in the drilling/producing of a material number of wells,
both vertical and horizontal, on and within the bounds of the Browning Lease with TOPAZ and, in order to
establish a measure of commitment for the parties and a procedure for such working interest participation, both
contractual and optional, POLAR and TOPAZ agree as follows:

4.1 TWO WELL COMMITMENT. Following the completion and initial production of the Browning #2 Well
and as determined by TOPAZ (in conjunction with DHOPCO), TOPAZ will propose the drilling of two (2)
horizontal Barnett Shale wells on the Non-Browning #2 Acres within the Browning Lease (likely situated within
Tract Three thereof), tentatively referred to as the "Browning #3-H and Browning #4-H wells. Such wells may be
proposed sequentially (the drilling and completion of one, followed by a brief productive period before the
commencement of the drilling of the other) or simultaneously/"back-to-back", using a single rig to drill
consecutively. POLAR agrees to participate in such two (2) horizontal wells, under the same terms and
conditions (in terms of percentages and cost obligations) as are established for the Browning #2 Well completion.
POLAR will acquire from TOPAZ a 52.6855% working interest (and an attributable 39.5142% net revenue
interest) in the designated Unit Acreage for each such horizontal well (to be a minimum of forty (40) acres but not
to exceed one hundred
(100) net leasehold acres, as determined by TOPAZ), coupled with a cost obligation to pay 64.8438% of the
drilling and completion costs through the Connection Point for each well (such completion costs being inclusive of
elements consistent with the Browning #2 Completion Costs). Procedurally, with respect to the commencement
of each such well(s), the parties will act as follows:

(A) TOPAZ (or DHOPCO) will propose the subject well(s) in writing, independently or together, accompanied
by a written AFE for each well and preliminary plat of the location(s) and leasehold unit(s); (B) Within twenty
(20) calendar days (or such other period that the parties may agree in writing), POLAR shall tender and pay to
TOPAZ its required percentage of the drilling portion(s) of the said AFE for each well, plus a similar percentage
of the costs of casing and cementing the same;
(C) POLAR will also pay TOPAZ its invoiced portion of the unit acreage/leasehold costs, based upon the Base
Acreage Price formula designated herein; (D) The parties shall execute a modification of the existing JOA for the
Browning #2 Well and recording memoranda of the JOA and operator's lien (see Section 3.5 above) to include
such new well(s) or, in the alternative, execute comparable documents for each new well/unit; (E) The parties will
share and deliver relevant well data and documents, consistent with the JOA, and take such other and further
actions as are otherwise required by the JOA or as the parties may mutually determine to be reasonably
necessary to effectuate the purposes and intent of this section.

4.2 VERTICAL WELL ADJUSTMENT. While TOPAZ has reason to believe and does believe, based upon
field history and current industry actions, that the Barnett Shale development of the Browning Lease may be
maximized or otherwise efficiently accomplished by horizontal drilling, the parties hereto are desirous of
maintaining the possibility that the obligation wells suggested in Section 4.1 (or additions thereto) be potential
vertical wells (particularly if the vertical completion of the Browning #2 Well yields quality production results).
Thus, at the election and discretion of TOPAZ and notwithstanding the required horizontal nature of the two wells

                                                    Page 6 of 12
cited in Section 4.1 above, TOPAZ may convert or adjust one or both of such horizontal wells to two (2) vertical
Barnett Shale wells each (for a total of four (4) vertical wells if both commitment wells are modified or, if only one
is converted, two vertical and one horizontal well). To facilitate and manifest such adjustment, TOPAZ agrees to
notify POLAR in writing of its good faith election to convert one or both horizontals to two alternative vertical
wells, inclusive of a supportive narrative therefor). In the event of such adjustment, the parties agree to use best
efforts to effectuate the subject pair(s) of vertical wells along a timeline similar to (as outside parameters) the
timing identified in Section 4.3 below. Further, nothing shall preclude the parties from developing the Browning
Lease hereunder via a fixed formula or ratio of vertical and horizontal wells and this Section 4.2 is designed to
retain early flexibility in the face of the commitments to drill established in Section 4.1 above.

4.3 TIMING PROJECTIONS. Allowing POLAR and TOPAZ the flexibility to undertake or commence each of
the foregoing two (2) horizontal wells as TOPAZ may reasonably determine, the actual drilling of the first of such
wells shall be targeted for commencement not later than August 1, 2011 (but in no event to be later than the
required commencement date required under the terms of the Browning Lease). Further, as a goal and not an
obligation, the actual drilling of the second horizontal well shall be targeted for commencement on or before
December 1, 2011. Notwithstanding the foregoing, nothing herein shall serve to (a) discourage or impede the
more rapid development of wells hereunder, nor (b) increasing the number of vertical and/or horizontal wells to
be undertaken by the parties within the bounds of the Browning Lease.

4.4 ADDITIONAL BROWNING WELLS.The parties agree to facilitate the regular and systematic
communication between and amongst themselves as to the status of engineering and technical evaluation of the
wells and leasehold, the acquisition of Browning AMI Leases and the leasing of Unleased Interests. Further,
TOPAZ, in tandem with DHOPCO, anticipates the formulation of an aggregate well location and unit strategy for
the Browning Lease and will share the same with POLAR in due course. Subject to POLAR's timely
performance hereunder relating to the two committed horizontal wells contemplated by Section 4.1 above,
POLAR shall enjoy (and is hereby granted) a continuing option to participate with TOPAZ in the working interest
in additional oil and/or gas wells to be developed by TOPAZ on such Non-Browning #2 Acres and Browning
AMI Leases. Such participation (and the related purchase and sale of working interest) shall be accomplished
using the monetary parameters and percentage rights and obligations established herein for the aforesaid two
horizontal wells. In order to accommodate the needs of both parties in terms of their respective preparation (for
POLAR in arranging the funding and for TOPAZ in insuring replacement funding or working interest participation
if POLAR fails or refuses to timely act), both POLAR and TOPAZ agree to afford the other as much notice as if
reasonably available as to the contemplated and needed Browning Lease development hereunder.
Notwithstanding anything contained herein or in the JOA to the contrary, TOPAZ shall be afforded a minimum of
ninety (90) calendar days advance notice prior to any commencement deadline for a required "continuous
development well" within the Browning Lease with respect to any proposed well under this Section 4.3.
POLAR's ongoing option to participate is expressly subject to its continual affirmative election(s) for successive
wells and, should POLAR fail or refuse to timely commit to participate in a given/noticed well opportunity under
Section 4.0 et seq, its rights or ongoing participatory rights shall be deemed waived and TOPAZ, following
written notice to POLAR, shall be free to pursue such other and further/replacement third party working interest
participation in the subject well (and subsequent Browning wells) as TOPAZ may elect, if any, in its sole
discretion.

                                                    Page 7 of 12
4.5 ADJUSTMENTS FOR MINERAL LEASEHOLD STATUS. In the event TOPAZ does not own or control
100% of the leasehold interest in and to a proposed well/unit or leasehold proposed for drilling under this Section
4.0 et seq, TOPAZ shall otherwise act to disclose the same to POLAR in its development notice/submission
hereunder. The entitlement to working interest, net revenue and cost obligations shall be specifically and
proportionately reduced in accordance with and commensurate with the leasehold percentages available. Nothing
herein shall require either party to demand specific performance with respect to a specific proposed well on a
leasehold on a tract(s) in which less than 100.0% of the undivided mineral estate(s) is leased.

4.6 NON-COMPETITION FOR BROWNING AMI LEASES AND UNLEASED INTERESTS. POLAR,
during times relevant to this Agreement and for a period of not less than three (3) calendar years, agrees to refrain
from directly or indirectly pursuing, acquiring or purchasing minerals or leasehold within the bounds of the
Browning AMI Leases and/or on Unleased Interests and otherwise act to compete with TOPAZ for the same. In
the event POLAR ascertains or discovers a viable opportunity for any such acquisition or leasing during such
period, it will immediately direct the same to TOPAZ for its further pursuit, if at all.

5.0 JOINT DEVELOPMENT OF OTHER LEASES. At the time of the execution of this Agreement, POLAR
has expressed and manifested its interest and "appetite" for participating with TOPAZ in TOPAZ's development
of Other Leases, using the template and monetary aspects set forth in this Agreement. Similarly, TOPAZ, at the
time of the execution of this Agreement, has reason to believe and does believe that (a) TOPAZ will continue to
identify, pursue and secure drillable leases (in the "Other Lease" category), (b) TOPAZ is desirous of joining
POLAR in such well development, on a "well-by-well" basis, and (c) TOPAZ and POLAR can build their
respective company stature and standing through the furtherance of the relationship reflected in this Agreement to
Other Leases. To this end, without the creation of any additional Area of Mutual Interest or similar obligations
with respect to any Other Leases and, by way of a goal but without obligation, the parties agree as follows:

5.1 POLAR BUDGET AND EXPENDITURE NEEDS.POLAR, during times relevant to this Agreement and
on a confidential basis, agrees to communicate to TOPAZ, from time to time and as POLAR elects, as to its
available capital and well development "appetite", including, without limitation, any needs, desires and preferences
for potential development projects to be undertaken with TOPAZ in a fashion and pursuant to terms similar to
those established herein.

5.2 OPTIONAL TOPAZ SUBMISSIONS. Upon POLAR's agreement to maintain information disclosed by
TOPAZ as to Other Leases in strict confidence, TOPAZ may hereafter, without obligation and from time to time,
submit information and proposed development plans on Other Leases to POLAR for its confidential review and
consideration.

5.3 DOCUMENTATION REQUIRED; DUE DILIGENCE. Neither POLAR or TOPAZ shall be obligated to
the development of any of the Other Leases in the absence of a written instrument(s) signed by authorized
representatives of both parties which (as appropriate) references this Agreement and its parameters and terms or
such other developmental arrangements as the parties may, from time to time, agree upon. Each party shall bear
and incur their own and respective costs of evaluation and due diligence, including legal counsel, as each may
incur in the evaluation of any of the Other Leases and related development possibilities. Should POLAR
ultimately execute an agreement(s) for the development of any Other Leases, whether one or more, it is generally
understood that POLAR's participation therein shall involve the percentage reimbursement to TOPAZ for its
reasonable costs incurred in the geological or geophysical evaluation of such opportunities.

                                                   Page 8 of 12
5.4 OFFSET RIGHTS. With respect to any future documented agreement between POLAR and TOPAZ for
the development of a well on any Other Leases, whether one or more, POLAR will, at a minimum and when
leasehold and other conditions support the same, have the right to participate in the drilling of at least one (1)
offsetting location or well. Nothing herein shall serve to create any established area of mutual interest or rights in
an aggregate lease, absent express language in the applicable Other Leases agreement(s) to the contrary.

5.5 NO MINIMUM NET REVENUE. While the available net revenue under the terms of any of the Other
Leases to be developed hereunder will vary, nothing herein shall prohibit TOPAZ or its affiliates from owning or
retaining an overriding royalty interest or working interest in any applicable leases nor mandate a minimum net
revenue working interest.

6.0 DATA SHARING AND ACCESS. The parties agree to grant full and complete access by and to the other
party to all applicable wellsites on lands covered by this Agreement. Further, all data, information and tangible
test results, including, but not limited to, mapping, surveys, geophysical surveys, geochemical surveys, gravity
surveys, telluric surveys, logs, drill stem tests, wireline surveys, coring samples and data, pressure/flare tests,
production information, flow tests, daily drilling reports, daily completion reports, RRC filings, State of Texas
filings and other regulatory filings, etc., and any other production/geological/engineering information (hereinafter
the "Data"), whether publicly available or otherwise, derived from any party's activities on the Lease shall be
shared with the other party (or its successors and/or assigns). Nothing herein shall serve to require the gratuitous
disclosure or transmittal (or the acquisition of) seismic, 3-D or otherwise, without reimbursement of acquisition
costs thereof. To this end, each party agrees to provide to the other party, as to any and all wells undertaken
hereunder, two
(2) copies of all Data developed on such well(s). The Data of one party to this Agreement is to be disclosed to
third parties by the other party hereto only if
(a) required by law, or (b) if approved in advance by the written consent of the other party (or its successors or
assigns). It is contemplated that the Data of the parties may be utilized to secure similar data items and
information from third parties involved in well development/production on adjoining leases and within the subject
county. The parties acknowledge a mutual desire and need to protect the individual and collective rights of the
parties in any confidential Data developed from the Browning Lease, Browning AMI Leases or Other Leases. It
is the intent of the parties (and TOPAZ and POLAR hereby agree) to avoid and prevent any leak or unapproved
disclosure or dissemination of Data to third parties or into circumstances which would reasonably represent
economic harm to the vested interests of either party, absent the prior written approval of both parties.

7.0 DISPUTE RESOLUTION. If a dispute arises out of or relates to this Agreement or its breach, the parties
shall make best efforts and endeavor to settle or resolve the dispute first through direct discussions. If the dispute
cannot be settled through direct discussions, the parties agree to pursue a resolution through mediation, utilizing an
acceptable mediator or third party in and around Denton or Montague Counties, Texas. Once one party tenders
or submits a written request for mediation, the parties agree to conclude such mediation on an expeditious basis
or timetable, in no event to exceed ten (10) business days from the filing of the request. Any controversy or claim
arising out of or relating to this Agreement or its breach not resolved by mediation shall be decided by any
applicable Texas law then in effect and remedies provided thereby (unless the parties agree otherwise) or by such
other methods/avenues as either/any party may available themselves. Notwithstanding the foregoing, no party
shall be prevented from taking immediate or required legal steps if necessary to prevent irreparable harm or
damage as the result of a breach or anticipated breach of this Agreement, thus bypassing any mediation activities.

                                                     Page 9 of 12
8.0 REPRESENTATIONS AND WARRANTIES. The parties (and each of them) represent and warrant to the
other the following:

(A) ORGANIZATION. Each warranting entity party is a corporation, as stated herein, duly organized, existing
and in good standing under the laws of its/their respective state or province of origin and otherwise qualified to
conduct business in the State of Texas. Such entity has the corporate or appropriate authority or legal power to
carry on its business as it is now being conducted.

(B) AUTHORITY. The board of directors of TOPAZ and POLAR, respectively, has/have approved, ratified,
adopted and authorized the execution, delivery and performance of this Agreement by each party, respectively
(and all actions ancillary thereto and contemplated thereby). All actions required by such entity's governing
documents for those actions have occurred and the executing officer or agent is duly authorized and empowered
to act on behalf of said entity.

( C ) RISK RECOGNITION. POLAR has engaged independent legal counsel, accountants or other qualified
professional advisors (individually and collectively the "Advisors") who have acted as requested by POLAR to
evaluate the merits of a working interest purchase and the suitability of such a purchase for POLAR. POLAR,
either alone or together with any Advisors, if applicable, has such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks associated with the purchase of a working
interest(s) hereunder and recognizes that such purchase(s) involves a high degree of risk which may result in the
loss or the total amount of POLAR's payment hereunder (and additional well costs attributable to such wells).
POLAR is aware that it must bear the economic risk of an oil and/or gas well working interest for an indefinite
period of time because the working interest offering has not been registered under the Securities Act of 1933 (the
"1933 Act"), the Texas Securities Act or the securities act of any other state and, therefore, subsequent sales may
or may not require such a registration (or an exception from registration) (and TOPAZ has no plans or obligations
to undertake such a registration). POLAR represents that (i) it has been called to POLAR's attention by TOPAZ
and any Advisors that the subject working interest(s) may or may not yield any production sales proceeds or
monies above and beyond the costs incurred, that the well(s) may ultimately be a "dry hole" following
completion/fracing and that the costs of water disposal and other well costs may require additional capital
expenditure(s), beyond original estimates in the AFE for drilling, completion and/or operations; and (ii) no
assurances are or have been made regarding any economic or tax advantages which may inure to the benefit of
POLAR. POLAR, either alone or in conjunction with Advisors, has made such inquiries and investigations as
were deemed necessary or appropriate in order to determine that a purchase of a working interest(s) in any well
hereunder is a suitable and prudent investment for POLAR, who accepts full responsibility for the adequacy,
scope and diligence of such inquiries and investigations.

9.0 NOTICES. Any and all notices, demands and communications required or permitted to be given under the
terms of this Agreement shall be in writing and shall be deemed to have been duly given when personally
delivered or when actually received (via physical delivery, facsimile, electronic or internet/e-mail transmission or
by U.S. Mail or otherwise) at the following address(es) for each party (or at such other address as any party may
specify from time to time in writing)(to the indicated individual representatives for each party):

                                                  Page 10 of 12
                If to TOPAZ:        Topaz Resources, Inc.
                                    1012 N. Masch Branch Road
                                    Denton, TX 76207-3640
                                    ATTN: Mr. S. Rand Stinnett and Mr. Robert P. Lindsay
                                    Delivery address: same
                                    Telephone: (940) 243-1122
                                    Facsimile: (940) 243-8643
                                    E-Mail: rstinnett@usa.net and lindsayroberttx@msn.com
                                    (with copy to tmunden@topazresourcesinc.com)

                If to POLAR:        Polar Resources Corporation
                                    Penthouse 2204-1275 Pacific Street
                                    Vancouver, BC V6E 1T6
                                    ATTN: Mr. Robert Constantine Grey, its President
                                    Delivery address: Same
                                    Telephone: (604) 684-9601
                                    Facsimile: (604) 684-4036
                                    E-Mail: _____________________________




All notices given in accordance with this Paragraph 9.0 shall be deemed to have been received by the party to
whom such notices are directed when actually received or, in the case of U.S. Mail, not later than five (5) days
after posting. Either party may change and/or supplement the address under this provision by notifying the other
party hereunder.

10.0 INTEGRATION; AMENDMENT. This Agreement constitutes the entire agreement of the parties with
respect to the subject matter hereof, superseding any and all prior discussions, conversations and/or
understandings between the parties, and may not be modified, amended or altered except by a written agreement
specifically referring to this Agreement and signed by all affected parties hereto. No oral conversations,
discussions or manifestations now or hereafter constitute any enforceable agreement and this Agreement, when
executed, shall be controlling, as set forth above.

11.0 WAIVER. No waiver of any breach or default hereunder shall be considered valid unless in writing and
signed by the party giving such waiver, and no such waiver shall be deemed a waiver of any subsequent breach
or default of the same/similar nature.

12.0 BINDING EFECT. This Agreement shall be binding upon and inure to the benefit of each party, its/their
heirs, successors, personal representatives and assigns.

13.0 HEADINGS. The headings or captions contained in this Agreement are for convenience and reference
purposes only and are not intended to define or limit the contents of any provision hereof or to be used in the
interpretation thereof.

14.0 COUNTERPARTS. This Agreement may be executed in one or more counterparts, all of which taken
together shall be deemed one original. Facsimile signatures shall be deemed as effective as an original signature.

15.0 GOVERNING LAW. This Agreement and all amendments thereof shall be governed by and construed in
accordance with the laws of the State of Texas applicable to contracts made and to be performable therein. This
Agreement shall be wholly performable in Montague County, Texas.

                                                  Page 11 of 12
16.0 NO PARTNERSHIP. Nothing contained in this Agreement shall be construed to create a partnership of
any kind between any party or combination of parties, and no party shall have the authority to bind the other to
any agreement or obligation except as expressly provided herein, if at all, or as the parties may expressly
authorize from time to time in writing, if at all.

17.0 ATTORNEY'S FEES. Each party has been represented by or availed themselves of the opportunity to
consult with legal counsel in the preparation and execution of this Agreement and each party shall bear their own
costs, if any, incurred in the preparation and execution of this Agreement. In the event a breach of any covenant,
condition or warranty in this Agreement by any party results in the initiation of legal proceedings to enforce the
Agreement or to protect interests and rights thereunder, the prevailing party(s) shall be entitled to recover, in
addition to other damages, all costs of court and reasonable attorney's fees incurred and expended

18.0 TIME OF ESSENCE. Time is of the essence in the performance of any and all covenants, conditions and
actions required by this Agreement.

19.0 EFFECTIVE DATE; DUPLICATE ORIGINALS. This Agreement shall be effective as of the date of the
execution hereof. This Agreement is being executed in duplicate original format, an original of which shall remain
in the possession of each party hereto. Facsimile or scanned/e-mailed signatures shall be deemed the same as or
as effective as originals hereunder for all purposes.

EXECUTED as of the Date(s) indicated beside each party's signature below, to be effective as of the Effective
Time.

          DATE:__________________________             DATE:___________________________

          TOPAZ RESOURCES, INC.,                      POLAR RESOURCES CORPORATION,
          a Florida corporation                            a British Columbia (Canada) corporation


          By:_____________________________            By:_________________________________
               Edward J.Munden,                       Name:_______________________________
               Its Chief Executive Officer            Title:________________________________




                                              EXHIBIT SUMMARY

Exhibit "A".............. TOPAZ's Bank/Wire Transfer information/instructions Exhibit "B".............. Assignment
format

                                                    Page 12 of 12
Exhibit 10.11

                              ASSET

                PURCHASE AND SALE AGREEMENT

                            BETWEEN

                DARK HORSE OPERATING CO., L.L.C.,
                            as Seller,

                                and

                     TOPAZ RESOURCES, INC.
                            as Buyer

                           April 12, 2011
                                 Table Of Contents

                                                                             Page
                                                                             ----

ARTICLE   I. DEFINITIONS AND INTERPRETATION ..................................   2
   1.1    Defined Terms ......................................................   2
   1.2    References .........................................................   2
   1.3    Articles and Sections ..............................................   2
   1.4    Number and Gender ..................................................   2

ARTICLE II. PURCHASE AND SALE ..............................................     3
   2.1 Purchase and Sale ..................................................      3
   2.2 Closing ............................................................      3

ARTICLE   III. Consideration; Assumption of Liabilities                          3
   3.1    Considerations .....................................................   3
   3.2    Cash Consideration Payment .........................................   4
   3.3    Delivery and Facilitation of Stock Consideration ...................   4
   3.4    Cancellation of Notes; Assumption of Well Expenses .................   5
   3.5    Assumption of Obligations ..........................................   5
   3.6    Retained Liabilities ...............................................   6
   3.7    Possession; Risk of Loss ...........................................   6
   3.8    Allocation of Considerations .......................................   7

ARTICLE   IV. REPRESENTATIONS AND WARRANTIES .................................    7
   4.1    Representations and Warranties of DHOPCO ...........................    7
   4.2    Representations and Warranties of Buyer ............................    9
   4.3    Disclaimers ........................................................   10

ARTICLE   V. ACCESS; DUE DILIGENCE ...........................................   10
   5.1    Access to Records; Title Due Diligence and Curative ................   10
   5.2    Operational and Environmental Assessment ...........................   11
   5.3    Environmental Conditions ...........................................   11
   5.4    Matters Relating to Title ..........................................   12

ARTICLE   VI. OTHER MATTERS PRIOR TO AND FOLLOWING CLOSING ...................   12
   6.1    Additional Leases ..................................................   12
   6.2    Publicity ..........................................................   12
   6.3    Maintenance of Existence ...........................................   12
   6.4    Mutual Assurances ..................................................   13
   6.5    Publicity ..........................................................   13
   6.5    Notification of Certain Matters ....................................   13
   6.6    Designation as Operator ............................................   13
   6.7    Financial Matters ..................................................   13

                                        i
ARTICLE   VII. CLOSING .......................................................   14
   7.1    Closing ............................................................   14
   7.2    Preliminary Settlement Statement ...................................   14
   7.3    Actions at Closing .................................................   14

ARTICLE   VIII. SURVIVAL; INDEMNIFICATION ....................................   15
   8.1    Survival ...........................................................   15
   8.2    Indemnity as Sole Remedy ...........................................   15
   8.3    Indemnities of Buyer ...............................................   15
   8.4    Indemnities of Seller ..............................................   15
   8.5    Limitations on Indemnities .........................................   16
   8.6    Assertion of Claims; Notices; Defense; Settlement ..................   16
   8.7    Limitation on Damages ..............................................   17

ARTICLE   IX. MISCELLANEOUS ..................................................   17
   9.1    Exhibits ...........................................................   17
   9.2    Expenses ...........................................................   18
   9.3    Proration of Taxes .................................................   18
   9.4    Assignment .........................................................   18
   9.5    Notices ............................................................   18
   9.6    Amendment ..........................................................   19
   9.7    Waiver; Rights Cumulative ..........................................   19
   9.8    GOVERNING LAW; CONSENT TO JURISDICTION .............................   19
   9.9    Severability .......................................................   20
   9.10   Arbitration ........................................................   20
   9.11   Counterparts .......................................................   21

                                        ii
SCHEDULES

Schedule 1.1   -   Defined Terms

EXHIBITS
Exhibit A      -   Description of Lease and Well
Exhibit B      -   Form of Assignment, Bill of Sale and Conveyance

Exhibit C      -   Closing Note form
Exhibit D      -   Subscription, Issuance Resolution; Authorization Letter

Exhibit E      -   To-be-Cancelled Promissory Notes (description/listing)




                                   iii
                             ASSET PURCHASE AND SALE AGREEMENT

This ASSET PURCHASE AND SALE AGREEMENT (hereinafter the "Agreement") is entered into by and
between DARK HORSE OPERATING CO., L.L.C., a Texas limited liability company whose address is P.O.
Box 2184, Denton, Texas 76202-2184 (hereinafter referred to as "DHOPCO" or "SELLER"), party of the first
part, and TOPAZ RESOURCES, INC., a Florida corporation whose address is 1012 N. Masch Branch Road,
Denton, Texas 76207-3640 (hereinafter referred to as "TOPAZ" or "BUYER").

                                                   RECITALS

WHEREAS, DHOPCO is the owner and holder of (and the lessee under the terms of) that certain written Oil,
Gas and Mineral Lease (the "Lease"), dated July 15, 2005, with Browning Children's Management Trust, Wells
Fargo Bank, N.A., Trustee, as lessor (herein the "Trust"), a memorandum of which is recorded in Volume 355,
Page 507, Real Records of Montague County, Texas, covering all of the Trust's right, title and interest in and to
that certain 1,187.75 acres of land, more or less, situated in Montague County, Texas, consisting of five (5) non-
communitized tracts and as more completely described in said Lease, with the terms and conditions of said Lease
being incorporated herein by this reference as if set forth verbatim (as supplemented by that certain letter
agreement, dated July 15, 2005, as executed by both DHOPCO and Trust); and

WHEREAS, DHOPCO and Trust have executed and entered into that certain written First Ratification and
Amendment of Oil, Gas and Mineral Lease, dated/effective July 15, 2005 (the "First Amendment"), a written
notice of which, entitled "Notice of First Ratification and Amendment of Oil, Gas and Mineral Lease", is recorded
in Volume 453, Page 783, Real Records of Montague County, Texas (the "Notice"), wherein said First
Amendment the parties (among other things) extended the primary term of the Lease and modified/added certain
terms, as more expressly set forth therein; and

WHEREAS, DHOPCO and Trust have executed and entered into that certain written Correction of First
Ratification and Amendment of Oil, Gas and Mineral Lease, also dated/effective July 15, 2005 (the "Correction
of First Amendment"), a written notice of which, entitled "Correction of Notice of First Ratification and
Amendment of Oil, Gas and Mineral Lease" is recorded in Volume 475, Page 473, Real Records of Montague
County, Texas (the "Corrected Notice"), wherein the parties thereto modified and corrected the First
Amendment and the Lease, as more expressly set forth therein; and

WHEREAS, DHOPCO has, at its own expense, heretofore commenced and concluded the actual drilling (to a
depth sufficient to test and produce the Barnett Shale formation), casing and logging of that certain vertical well
known as the Browning #1 Well, API #42-337-34192, Permit #677196, located on Tract One described in and
covered by the Lease, with the working interest in said Browning #1 Well (and Tract One of the Lease) having
been heretofore conveyed of record to a third party; and
WHEREAS, DHOPCO, as a prelude to the closing of the transactions contemplated by this Agreement, using
partial funding from TOPAZ supplied in the form of borrowed monies (and promissory notes therefore) has
drilled, cased and logged that certain Browning #2 vertical Barnett Shale well (API #42-337-34339) on Tract
Three of the lands covered by the Lease, and has otherwise acted to maintain the said Lease by virtue of
continuous development; and

WHEREAS, TOPAZ is desirous of purchasing and acquiring from DHOPCO and DHOPCO is desirous of
selling and assigning unto TOPAZ all of its right, title and interest in and to the Lease and the subject Browning #2
Well (as defined below), pursuant to the terms and conditions of this Agreement and in exchange for and of
certain cash and stock considerations cited herein (and as originally contemplated by that certain written TOPAZ
memorandum to DHOPCO, dated October 23, 2010, with this Agreement serving to formalize the transaction
manifested in said October 23, 2010 memorandum);

NOW, THEREFORE, in consideration of the payment of Ten Dollars ($10.00) and other good and valuable
considerations, the receipt and sufficiency of which are hereby acknowledged, DHOPCO and TOPAZ agree as
follows:

                                            ARTICLE I.
                                 DEFINITIONS AND INTERPRETATION

1.1 DEFINED TERMS. In addition to the terms defined in the introductory paragraph and the Recitals of this
Agreement, for purposes hereof, the capitalized expressions and terms set forth in Schedule 1.1 shall have the
meanings set forth therein, unless expressly indicated otherwise. Other terms may be defined elsewhere in this
Agreement and shall, for purposes hereof, have the meanings so specified, unless expressly indicated otherwise.

1.2 REFERENCES. The words "hereby," "herein," "hereinabove," "hereinafter," "hereinbelow," "hereof,"
"hereto," "hereunder," and words of similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular article, section, or provision of this Agreement. References in this Agreement to
articles, sections, exhibits, or schedules are to such articles, sections, exhibits, or schedules of this Agreement
unless otherwise specified. In the event this Agreement makes reference to paragraphs or references within other
documents or agreements, such references shall have the same or similar meaning and effect.

1.3 ARTICLES AND SECTIONS. This Agreement, for convenience only, has been divided into articles and
sections. The rights and other legal relations of the parties hereto shall be determined from this Agreement as an
entirety and without regard to the aforesaid division into articles and sections and without regard to headings
prefixed to such articles and sections.

1.4 NUMBER AND GENDER. Whenever the context requires, reference herein made to a single number shall
be understood to include the plural; and likewise, the plural shall be understood to include the singular. Words
denoting sex shall be

                                                         2
construed to include the masculine, feminine, and neuter, when such construction is appropriate; and specific
enumeration shall not exclude the general but shall be construed as cumulative. Definitions of terms defined in the
singular or plural shall be equally applicable to the plural or singular, as applicable, unless otherwise indicated.

                                                ARTICLE II.
                                            PURCHASE AND SALE

2.1 PURCHASE AND SALE. Subject to the terms hereof, DHOPCO agrees to sell and convey to TOPAZ,
and TOPAZ agrees to purchase from DHOPCO and pay for, the following properties and assets (collectively,
the "Assets"):

(a) All of DHOPCO's right, title and interest in and to the oil, gas and mineral lease described in the recitals
hereto and more particularly on Exhibit A and the leasehold estate(s) created thereby (whether one or more, the
"Lease");

(b) All of DHOPCO's right, title and interest in and to the oil and/or gas well also described more particularly on
Exhibit A and all oil, gas and other hydrocarbons produced, saved, and marketed from such oil and/or gas well
(the foregoing interests in and to the Lease and the referenced well and production therefrom being referred to
collectively as the "Assets");

(c) All of DHOPCO's right, title, and interest in and to all surface and subsurface equipment and facilities, water
and oil and gas pipelines (if any), transportation equipment, rights-of-way, surface leases, structures, and other
property, real or personal, located on or provided in the field in connection with the operation of the Assigned
Property; and

(d) All of DHOPCO's right, title, and interest in and to all easements, permits, licenses, servitudes, and rights
whatsoever that are useful or appropriate for the development, gathering, treatment, dehydration, processing,
storage, sale, and transportation of oil, gas, and other hydrocarbons in, under, and that may be produced from
the Assets.

2.2 CLOSING. The Closing of the transaction(s) contemplated by this Agreement shall take place on or before
April 14, 2011. At such Closing, in addition to the delivery of the consideration(s) provided in Article III below,
DHOPCO shall execute and deliver unto TOPAZ that certain written Assignment, Bill of Sale and Conveyance
of Oil, Gas and Mineral Lease(s) (the "Assignment"), in a form or format similar to the attached Exhibit B, which
is incorporated herein by this reference.

                                        ARTICLE III.
                          CONSIDERATION; ASSUMPTION OF LIABILITIES

3.1 CONSIDERATIONS. In addition to the reconciliation of certain prior intra-party money advances for Well
and Lease-related matters (see Section 3.4 below), consideration for the Assets hereunder shall be in the form of
cash and TOPAZ common stock, as more completely set forth herein. The total cash consideration shall be
delivered by TOPAZ at Closing for DHOPCO's Assets in the

                                                         3
amount of TWO HUNDRED SEVENTY FIVE THOUSAND AND NO/100 U.S. DOLLARS ($275,000.00)
(the "CASH CONSIDERATION"). The stock consideration shall be delivered by TOPAZ for DHOPCO's
interests in the Assets in the amount of THREE MILLION (3,000,000) shares (par value $0.001) of common
stock of TOPAZ, a publicly-traded Florida corporation organized under the laws of the State of Florida
(OTCBB: TOPZ), deliverable as set forth below (the "STOCK CONSIDERATION").

3.2 CASH CONSIDERATION PAYMENT. The aggregate Cash Consideration is due and payable from
TOPAZ to DHOPCO following the Closing "on demand" from DHOPCO, pursuant to that certain written
Demand Promissory Note (the "Closing Note"), in the principal amount of the Cash Consideration, to be
executed at Closing as part and parcel to the execution of this Agreement. A true and correct copy of the Closing
Note is attached hereto as Exhibit C, which is incorporated herein by this reference.

3.3 DELIVERY AND FACILITATION OF STOCK CONSIDERATION. The Stock Consideration shall be
deliverable and payable to DHOPCO at Closing as follows:
TOPAZ warrants and represents to DHOPCO that TOPAZ has arranged for the delivery to DHOPCO's credit
at Closing of a written subscription agreement (the "SUBSCRIPTION") for the Stock Consideration, which
DHOPCO and TOPAZ will execute in duplicate, original format at Closing, accompanied by a written resolution
of TOPAZ's board of directors (the "ISSUANCE RESOLUTION") approving the issuance of the subject
TOPAZ shares and, in addition, an authorization letter (the "AUTHORIZATION LETTER"), executed by a
properly authorized TOPAZ officer, instructing TOPAZ's stock registration agent (the "AGENT") to immediately
issue and deliver the Stock Consideration shares in DHOPCO's name. True and correct copies of the forms of
the Subscription, Issuance Resolution, and Authorization Letter are attached hereto as Exhibit D and made a part
hereof. DHOPCO's ultimate receipt of the certificate for the Stock Consideration shares following the Closing
shall be requisite for the title to DHOPCO's ownership or interest(s) in the Assets to vest with TOPAZ
hereunder. The Parties agree to communicate and cooperate to the extent possible to (a) facilitate the certificate's
delivery as soon as practicable after Closing, and (b) afford all Parties notice of DHOPCO's physical receipt of
such certificate. DHOPCO understands that the subject Stock Consideration shares are not registered under the
Securities Exchange Act of 1933, as amended (the "ACT"), on the grounds that the issuance of securities in
relation to this Agreement is exempt from registration under the Act. DHOPCO further understands that the
shares comprising the Stock Consideration may not be sold, transferred or otherwise disposed of without
registration under the Act or an exemption therefrom, and that said shares may not be sold pursuant to Rule 144
promulgated under the Act unless all of the conditions of that Rule are met or established. When issued by the
Agent in the name of "Dark Horse Operating Co., L.L.C." in accordance with this Agreement, the said shares
shall be validly issued, as fully paid and nonassessable and shall be free and clear of all liens imposed by or
through TOPAZ or the Agent; and neither the issuance nor the delivery of the said Stock Consideration shares is
subject to any preemptive or any similar right of any stockholder of TOPAZ or of any other Person.

                                                         4
3.4 CANCELLATION OF NOTES; ASSUMPTION OF WELL EXPENSES. Further, any and all advances,
payments and other transfers from TOPAZ to DHOPCO, manifested in the form of checks from TOPAZ to
DHOPCO and/or written promissory notes from DHOPCO to TOPAZ (representing advance payment of Well
or Lease-related expenses from TOPAZ), shall be deemed cancelled and otherwise satisfied in full. Such notes
and advances are inclusive of, but not limited to, the promissory notes cited in the attached Exhibit E, which is
incorporated herein by this reference. The above-described note cancellation(s) is not intended as an income
event for DHOPCO as the underlying expenditures and use of funds has been intended for TOPAZ's benefit for
the Well and Lease acquired herein. TOPAZ, if not already, further agrees to indemnify and hold DHOPCO
harmless from and against (and otherwise pay) any previously-incurred or pre-Closing expenses and
expenditures (unpaid to date) and third party invoicing for field services on the Well and/or padsite thereof and
for legal fees incurred in the evaluation of title to the Lease (all totaling $21,233.90 as of the Effective Time).. It is
the intent of this Agreement (among other things) for TOPAZ to release DHOPCO from any and all claims and
indebtedness relating to the Well and Lease and TOPAZ, by its execution hereof, does hereby release and
discharge DHOPCO from all such claims and indebtedness, except as otherwise expressly stated herein (if any
and at all).

3.5 ASSUMPTION OF OBLIGATIONS. Subject to the terms of this Agreement and upon Closing, TOPAZ
assumes and agrees to pay, perform and/or discharge the following duties, obligations, and Liabilities
(collectively, the "Assumed Liabilities") with respect to the Assets conveyed by DHOPCO to TOPAZ at such
Closing, effective as of the Effective Time, as set forth below:

(a) the performance of the terms, conditions, and covenants of, and the discharge of the share attributable to the
interests of DHOPCO to be transferred of the duties, obligations, and liabilities (other than obligations or liabilities
for the payment of money) arising under the terms of the Lease, the Permits and the Contracts conveyed by
DHOPCO to TOPAZ at such Closing for the period from and after the Effective Time;

(b) all obligations of DHOPCO regarding the plugging and abandonment of all Well conveyed by DHOPCO to
TOPAZ at such Closing and the performance of all related salvage, site clearance, and surface restoration
operations in accordance with applicable Law and the terms of the relevant Lease;

(c) ALL ENVIRONMENTAL LIABILITIES;

(d) ALL OTHER CLAIMS AND LIABILITIES FOR INJURY TO OR DEATH OF ANY PERSON,
PERSONS, OR OTHER LIVING THINGS, OR LOSS OR DESTRUCTION OF OR DAMAGE TO
PROPERTY AFFECTING OR RELATING TO THE LEASES, THE WELL AND PERSONAL
PROPERTY (IF ANY) CONVEYED BY DHOPCO TO TOPAZ AT SUCH CLOSING AND
ALLOCABLE TO THE INTERESTS THEREIN BEING TRANSFERRED, REGARDLESS OF WHETHER
SUCH CLAIM OR LIABILITY RESULTS, IN WHOLE OR IN PART, FROM THE NEGLIGENCE OR
STRICT LIABILITY OF DHOPCO

                                                            5
OR ITS AFFILIATES, EMPLOYEES, AGENTS, OR REPRESENTATIVES, TO THE EXTENT THAT
SUCH CLAIM OR LIABILITY, OR THE ACTS, OMISSIONS, EVENTS, OR CONDITIONS GIVING
RISE THERETO, ARISES, OCCURS, OR EXISTS BEFORE, AT OR AFTER THE APPLICABLE
EFFECTIVE TIME;

(e) all Claims and Liabilities relating to the payment of taxes (including interest, penalties, and additions to tax) for
which TOPAZ has agreed to be responsible under the terms hereof;

(f) the responsibility for compliance with applicable Laws relating to the Assets conveyed by Seller to Buyer at
such Closing, and the maintenance and, when necessary, procurement of Permits required by any Governmental
Authority in connection with such Assets, in each case for the period from and after the applicable Effective Time;
and

(g) all other duties, obligations, Liabilities, and Claims, whether in contract, in tort, or arising by operation of Law,
accruing or resulting from, arising out of, or otherwise associated with the Assets conveyed by DHOPCO to
TOPAZ at such Closing for the period from and after the applicable Effective Time.

3.6 RETAINED LIABILITIES. Subject to the terms of this Agreement, as between DHOPCO and TOPAZ,
TOPAZ hereby expressly receives and agrees to pay, perform, and discharge all duties, obligations, and
Liabilities with respect to the Assets conveyed by DHOPCO to TOPAZ at Closing, it being the express intent of
the parties that commensurate with the divestiture and sale hereunder, DHOPCO
(a) shall retain no liabilities whatsoever arising out of or relating or pertaining to the Assets, and (b) is hereby
indemnified by TOPAZ from any and all claims and Liabilities, costs and expenses and demands arising out of or
relating or pertaining to the said Assets, whether in contract, in tort, or arising by operation of Law, against or
suffered by DHOPCO that relate in any way to, the Assets conveyed by DHOPCO to TOPAZ at Closing,
INCLUDING, WITHOUT LIMITATION, INJURY TO OR DEATH OF ANY PERSON, PERSONS, OR
OTHER LIVING THINGS, OR LOSS OR DESTRUCTION OF OR DAMAGE TO PROPERTY
AFFECTING OR RELATING TO SUCH ASSETS, REGARDLESS OF WHETHER SUCH CLAIM OR
LIABILITY RESULTS, IN WHOLE OR IN PART, FROM THE NEGLIGENCE OR STRICT LIABILITY
OF DHOPCO OR TOPAZ OR ITS/THEIR AFFILIATES, EMPLOYEES, AGENTS, OR
REPRESENTATIVES, to extent that any such Claim or Liability, or the acts, omissions, events, or conditions
giving rise thereto, arose, occurred, or existed prior to the applicable Effective Time, regardless of whether such
Claim or Liability has been asserted as of the applicable Effective Time.

3.7 POSSESSION; RISK OF LOSS. As of the Effective Time, DHOPCO shall deliver to TOPAZ exclusive
possession and control of the Assets conveyed by DHOPCO to TOPAZ at Closing (although DHOPCO shall
remain the operator of the Well following such Closing, for the benefit of TOPAZ). DHOPCO agrees to
cooperate with TOPAZ to facilitate the transition of the ownership and (if applicable) operation of such Assets to
TOPAZ. As between DHOPCO and TOPAZ, and

                                                            6
subject to the terms of Sections 2.6 and 2.7, TOPAZ shall assume and bear all risk of loss associated with the
Assets conveyed by DHOPCO to TOPAZ at Closing prior to the applicable Possession Time, and TOPAZ shall
assume and bear all risk of loss associated with such Assets from and after the applicable Possession Time.

3.8 ALLOCATION OF CONSIDERATION. TOPAZ and DHOPCO shall use commercially reasonable
efforts to agree, if not already and within thirty (30) days from or after the Closing, upon an allocation of the
Consideration among the Assets for financial accounting and tax purposes in accordance with Section 1060 of
the Code. TOPAZ and DHOPCO shall each file a Form 8594 (Asset Acquisition Statement Under Section
1060) on a timely basis, reporting the allocation of the Consideration consistent with such allocation. TOPAZ and
DHOPCO shall not take any position on their respective income tax returns that is inconsistent with the allocation
of the Consideration as so agreed. If TOPAZ and DHOPCO are unable to agree on the allocation of the
Consideration provided for in this Section 3.8 by the agreed timetable or date, either TOPAZ or DHOPCO may
initiate arbitration of such dispute pursuant to the terms of Section 11.10.

                                          ARTICLE IV.
                                REPRESENTATIONS AND WARRANTIES

4.1 REPRESENTATIONS AND WARRANTIES OF DHOPCO. DHOPCO represents and warrants to
TOPAZ as follows:

(a) DHOPCO is a limited liability company, duly organized and validly existing under the Laws of the State of
Texas. DHOPCO has all requisite power and authority to own and operate its property (including, without
limitation, the Assets) and to carry on its business as now conducted.

(b) As an entity, DHOPCO has full capacity, power, and authority to enter into and perform this Agreement and
the transactions contemplated herein. The execution, delivery, and performance by DHOPCO of this Agreement
has been duly and validly authorized and approved by all necessary action on the part of DHOPCO, and this
Agreement and the documents executed in connection herewith are, or upon their execution and delivery will be,
the valid and binding obligations of DHOPCO and enforceable against DHOPCO in accordance with their terms,
subject to the effects of bankruptcy, insolvency, reorganization, moratorium, and similar Laws, as well as to
principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(c) The execution, delivery, and performance by DHOPCO of this Agreement and the consummation of the
transactions contemplated herein will not
(i) conflict with or result in a breach of any provisions of the organizational documents of DHOPCO, (ii) result in
a default or the creation of any Lien or give rise to any right of termination, cancellation, or acceleration under any
of the terms of any Lease, Contract, Real Property Interest, Permit, note, bond, mortgage, indenture, license, or
other agreement, document, or instrument to which DHOPCO is a party or by which DHOPCO or any of the
Assets or Retained Interests may be bound (except as known to TOPAZ), or (iii) violate any order,

                                                          7
writ, injunction, judgment, decree, or Law applicable to DHOPCO, the Assets, or the Retained Interests.

(d) Except as otherwise known by or disclosed previously to TOPAZ, there is no Claim by any Person or
Governmental Authority (including, without limitation, expropriation or forfeiture proceedings), and no legal,
administrative, or arbitration proceeding pending or, to DHOPCO's Knowledge, threatened against DHOPCO
or the Assets, or to which DHOPCO is a party, that reasonably may be expected to (i) challenge DHOPCO's
title to any of the Assets,
(ii) subject the owner or operator of the Assets to liability in favor of any Governmental Authority or other Person
as the result of the alleged violation of, or non-compliance with, any Environmental Law by DHOPCO or any
other Affiliate of DHOPCO with respect to the Assets or require the owner or operator of the Assets to
remediate, remove, or respond to an Environmental Condition, or a threatened Environmental Condition, on or
affecting the Assets, or (iii) otherwise adversely affect the Assets in any material respect or the ability of
DHOPCO to consummate the transactions contemplated in this Agreement (except as may have been previously
disclose to TOPAZ, if any).

(e) Except for approvals by Governmental Authorities customarily obtained after the Closings, no authorization,
consent, approval, exemption, franchise, permit, or license of, or filing with, any Governmental Authority is
required to authorize, or is otherwise required by any Governmental Authority in connection with, the valid
execution and delivery by DHOPCO of this Agreement or the transfer of the Assets to TOPAZ, or the
performance by DHOPCO of its other obligations hereunder.

(f) DHOPCO has heretofore furnished to TOPAZ true and correct copies of all of the Contracts, and there are
no contracts, agreements, instruments, or documents affecting the Assets other than the Contracts disclosed to or
otherwise known by TOPAZ, if any. With respect to the Contracts: (i) all Contracts are in full force and effect;
(ii) neither DHOPCO nor any of DHOPCO's Predecessors (if any) is in material breach or material default, and
there has occurred no event, fact, or circumstance that, with the lapse of time or the giving of notice, or both,
would constitute such a material breach or material default by DHOPCO, with respect to the terms of any
Contract; (iii) to DHOPCO's Knowledge, no other party is in material breach or material default with respect to
the terms of any Contract; and (iv) neither DHOPCO, nor, to DHOPCO's Knowledge, any other party to any
Contract has given or threatened to give notice of any action to terminate, cancel, rescind, or procure a judicial
reformation of any Contract or any provision thereof.

(g) There are no material operations on the Lease under any of the Contracts with respect to which DHOPCO or
any other Person has become a non-consenting party.

(h) DHOPCO has not engaged any other financial advisor, broker, agent or finder (including, without limitation,
TOPAZ, its principals/members or affiliates), or incurred any liability, contingent or otherwise, in favor of any
other such Person relating to the transactions contemplated by this Agreement. Further, DHOPCO, its officers,
directors and/or affiliates have not entered into any agreement, arrangement or understanding to exchange or
deliver any

                                                         8
additional consideration, monies or the like to, between and/or amongst TOPAZ, any of its individual officers,
directors or shareholders or their directives or affiliates, which are not fully disclosed or identified within the body
of this Agreement.

(i) There are no bankruptcy, insolvency, reorganization, or arrangement proceedings pending, being contemplated
by, or to DHOPCO' Knowledge, threatened against DHOPCO or any other Affiliate that controls DHOPCO.

4.2 REPRESENTATIONS AND WARRANTIES OF TOPAZ. TOPAZ represents and warrants to
DHOPCO as follows:

(a) TOPAZ is a corporation duly organized, validly existing, and in good standing under the Laws of the State of
Florida (and is duly qualified to transact business in the State of Texas). TOPAZ has all requisite power and
authority to own and operate its property and to carry on its business as now conducted.

(b) As an entity, TOPAZ has full capacity, power, and authority to enter into and perform this Agreement and the
transactions contemplated herein. The execution, delivery, and performance by TOPAZ of this Agreement have
been duly and validly authorized and approved by all necessary action of TOPAZ. This Agreement and the
documents executed in connection herewith are, or upon their execution and delivery will be, the valid and
binding obligations of TOPAZ and enforceable against TOPAZ in accordance with their terms, subject to the
effects of bankruptcy, insolvency, reorganization, moratorium, and similar Laws, as well as to principles of equity
(regardless of whether such enforceability is considered in a proceeding in equity or at law).

(c) The execution, delivery, and performance by TOPAZ of this Agreement and the consummation of the
transactions contemplated herein will not
(i) conflict with or result in a breach of any provision of the organizational documents of TOPAZ, (ii) result in a
default or the creation of any Lien or give rise to any right of termination, cancellation, or acceleration under any
of the terms of any note, bond, mortgage, indenture, license, or other agreement to which TOPAZ is a party or
by which TOPAZ or any of its property may be bound, or
(iii) violate any order, writ, injunction, judgment, decree, or Law applicable to TOPAZ or its property.

(d) There is no Claim by any Person or Governmental Authority (including, without limitation, expropriation or
forfeiture proceedings), and no legal, administrative, or arbitration proceeding pending or, to TOPAZ's
Knowledge, threatened against TOPAZ, or to which TOPAZ is a party, that reasonably may be expected to
have a material adverse effect upon the ability of TOPAZ to consummate the transactions contemplated in this
Agreement.

(e) Except for approvals by Governmental Authorities customarily obtained after the Closing, no authorization,
consent, approval, exemption, franchise, permit, or license of, or filing with, any Governmental Authority or any
other Person is required to authorize, or is otherwise required in

                                                           9
connection with, the valid execution and delivery by TOPAZ of this Agreement or the performance by TOPAZ
of its obligations hereunder and thereunder.

(f) TOPAZ has not engaged any other financial advisor, broker, agent or finder (including, without limitation,
DHOPCO, its principals/members or affiliates), or incurred any liability, contingent or otherwise, in favor of any
other such Person relating to the transactions contemplated by this Agreement. Further, TOPAZ, its officers,
directors and/or affiliates have not entered into any agreement, arrangement or understanding to exchange or
deliver any additional consideration, monies or the like to, between and/or amongst DHOPCO, any of its
individual managers/members or their directives or affiliates, which are not fully disclosed or identified within the
body of this Agreement.

(g) There are no bankruptcy, insolvency, reorganization, or arrangement proceedings pending, being
contemplated by, or, to TOPAZ's Knowledge, threatened against TOPAZ or any Affiliate that controls TOPAZ.

(h) TOPAZ is acquiring the Assets for its own account, for investment, and not with a view to, or for offer or
resale in connection with, a distribution thereof (including, without limitation, the transfer of fractional undivided
interests therein) within the meaning of the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder, or a distribution thereof in violation of any applicable securities Law. If, in the future,
TOPAZ sells, transfers, or otherwise disposes of the Assets, or any portion thereof, or any fractional undivided
interest therein, TOPAZ will do so in full compliance with any applicable securities Laws.

(i) TOPAZ has reason to believe and does believe that it can timely and fully comply with all conditions and
obligations to DHOPCO, as set forth in this Agreement.

4.3 DISCLAIMERS. To the extent required by applicable Law to be operative, the disclaimers of certain
warranties contained in this Section 4.3 are "conspicuous disclaimers" for purposes of any applicable Law.
EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT AND THE CONVEYANCE, TOPAZ
AGREES THAT DHOPCO IS CONVEYING THE ASSETS WITHOUT REPRESENTATION,
WARRANTY, OR INDEMNITY, EITHER EXPRESSED OR IMPLIED AT COMMON LAW, BY
STATUTE, OR OTHERWISE (ALL OF WHICH DHOPCO HEREBY DISCLAIMS), RELATING TO (I)
TITLE, (II) MERCHANTABILITY, DESIGN, OR QUALITY, OR (III) FITNESS FOR ANY
PARTICULAR PURPOSE.

                                               ARTICLE V.
                                          ACCESS; DUE DILIGENCE

5.1 ACCESS TO RECORDS; TITLE DUE DILIGENCE AND CURATIVE. Prior to the Effective Time (and
from and after the date of execution hereof), DHOPCO has and will make available to TOPAZ and its
representatives, during normal business hours (and, if reasonably requested, such other times as TOPAZ may
deem necessary to complete pre-Closing and/or further its ongoing due diligence within the time period provided
herein) at Seller's offices, all books, records,

                                                          10
documents, and information of every kind and character (including, without limitation, originals or photocopies, as
available, of the Lease, the Contracts, the Permits and the Records in the possession of DHOPCO relating in any
way to the Assets. DHOPCO has and shall also cause its employees, counsel, accountants, and other consultants
to cooperate with and assist TOPAZ in connection with such due diligence review. Unless prohibited from doing
so by confidentiality or other contractual arrangements between DHOPCO and third Persons, TOPAZ shall have
the right to photocopy such books, records, documents, and information, or any portion thereof, at TOPAZ's
expense. If TOPAZ requests information not in the possession of DHOPCO, DHOPCO shall use reasonable
efforts to obtain the requested information, at TOPAZ's expense, from the applicable operators or other Persons.
Notwithstanding anything contained in this Agreement to the contrary, TOPAZ has undertaken a complete and
adequate analysis, investigation and review of any and all documentation and matters relating or pertaining to the
Assets and acknowledges its full and complete understanding (and disclosure by DHOPCO) of all agreements,
Contracts, Permits and other material matters affecting or relating or pertaining to the Assets and accepts such
Assets with the full knowledge thereof (waiving any and all claims to the contrary).

5.2 OPERATIONAL AND ENVIRONMENTAL ASSESSMENT. Prior to the execution of this Agreement,
TOPAZ and its authorized representatives, at the sole cost, risk, and expense of TOPAZ or its representatives,
as applicable, have conducted such on-site inspections, inventories, and assessments of the Assets (including,
without limitation, the witnessing of well tests, the examination of well logs and other geological and geophysical
data, and the performance of soil and water tests and other tests, inspections, examinations, investigations, and
studies selected by TOPAZ), and interviewed such employees or contract personnel of DHOPCO, in each case
as TOPAZ deems necessary to permit TOPAZ to prepare reserve engineering (if any) and other reports relating
to, and assess the operational and environmental condition of, the Assets.

5.3 ENVIRONMENTAL CONDITIONS.

(a) As the result of the inspections, tests, examinations, investigations, and studies relating to the environmental
status of the Assets conducted by TOPAZ prior to the execution hereof, TOPAZ has identified no Environmental
Conditions requiring remedial action.

(b) TOPAZ hereby accepts the Assets subject to such any remedied or unremedied Environmental Condition (if
any) and assumes the resulting Environmental Liability for all purposes. TOPAZ further agrees to indemnify and
hold DHOPCO harmless from any and all claims arising out of an Environmental Condition(s) on the lands
comprising the Lease.

                                                        11
5.4 MATTERS RELATING TO TITLE.

(a) Prior to the date of execution of this Agreement, TOPAZ has conducted such examinations of DHOPCO's
title to the Assets as TOPAZ deems necessary and, by virtue of such due diligence and prior discussions and
disclosures, TOPAZ is thoroughly familiar with any and all known circumstances involving title to the Assets. As
the result of such title examinations and related past title curative efforts (if any) of DHOPCO and TOPAZ agree
to use reasonable commercial efforts to cure any and all defects (if any) at TOPAZ's sole cost, risk and expense.
DHOPCO and TOPAZ shall pursue such curative efforts diligently and in good faith.

(b) Notwithstanding the foregoing, DHOPCO shall have no liability to TOPAZ if, despite DHOPCO' and/or
TOPAZ's reasonable commercial efforts pursued diligently and in good faith, DHOPCO and/or TOPAZ is/are
unable to obtain whatever curative items or elements needed or requested by TOPAZ or in connection with a
defect (if any) asserted by Topaz.

(c) If an Asset (including, without limitation, a Contract) is subject to a preferential right to purchase, right of first
refusal, right of first offer, or similar right that is exercised prior to the Closing for such Asset, or a third Person
consent to assignment required to be obtained before the relevant Asset may be assigned and that is not obtained
prior to the Closing for such Asset, TOPAZ shall not be deemed to have suffered a complete failure of title with
respect to the affected Asset, such Asset shall not be excluded from the Assets conveyed to TOPAZ at Closing.

                                      ARTICLE VI.
                     OTHER MATTERS PRIOR TO AND FOLLOWING CLOSING

6.1 ADDITIONAL LEASES. DHOPCO agrees to cooperate with TOPAZ in TOPAZ's pursuit of oil, gas
and/or mineral leases involving undivided mineral interests in component tracts comprising the lands covered by
the Lease, at the request of TOPAZ and at TOPAZ's reasonable expense.

6.2 PUBLICITY. DHOPCO and TOPAZ shall consult with each other with regard to all press releases or other
public or private announcements (if any) issued or made at or after the date of execution hereof concerning this
Agreement or the transactions contemplated herein, and, except as may be required by applicable Laws or the
applicable rules and regulations of any stock exchange (if any), neither DHOPCO nor TOPAZ shall issue any
such press release or other publicity without the prior written consent of the other party, which shall not be
unreasonably withheld.

6.3 MAINTENANCE OF EXISTENCE. Until the final payment of all Considerations hereunder and
contemplated herein, DHOPCO and TOPAZ shall each maintain its respective existence and its rights and
franchises and procure the extension or renewal of any right, franchise, or privilege expiring as the result of the
lapse of time.

                                                           12
6.4 MUTUAL ASSURANCES. Subject to the terms of this Agreement, each Party will use reasonable
commercial efforts to take, or to cause to be taken, all actions and to do, or cause to be done, all things
necessary, proper, or advisable under applicable Laws to consummate and make effective the transactions
contemplated by this Agreement, including (a) cooperation in determining whether any action, approval, or
waiver by or in respect of, or filing with, any Governmental Authority is required in connection with the
consummation of the transactions contemplated by this Agreement; (b) cooperation in seeking and obtaining any
such actions, approvals, waivers, or filings; and
(c) the execution of any additional instruments necessary to consummate the transactions contemplated hereby.

6.5 NOTIFICATION OF CERTAIN MATTERS. Each Party shall give prompt notice to the other Party of (a)
the occurrence or nonoccurrence of any event that would be likely to cause any representation or warranty of
such Party contained in this Agreement to be untrue or inaccurate in any material respect at or prior to Closing
(or within one year following the Closing), and (b) any material failure of such Party to comply with or satisfy any
covenant, condition, or agreement to be complied with or satisfied by it hereunder; provided, however, that the
delivery of any notice pursuant to this Section 6.6 shall not limit or otherwise affect the remedies available
hereunder to the Party receiving such notice.

6.6 DESIGNATION AS OPERATOR. Except as otherwise provided in herein or otherwise agreed by the
Parties, DHOPCO shall remain as the contracted operator of all Assets conveyed by DHOPCO to TOPAZ at
Closing until otherwise agreed between the Parties. DHOPCO shall act as operator pursuant to such existing or
to-be-executed Operating Agreement as the Parties may, from time to time, implement.

6.7 FINANCIAL MATTERS. To permit TOPAZ to perform the required audit of the revenues and direct
operating expenses attributable to the Assets pursuant to SEC regulations, and notwithstanding anything contrary
in this Agreement, DHOPCO, after Closing, shall afford to TOPAZ and TOPAZ's counsel, internal and
independent auditors, and other authorized representatives, from and after the date of execution hereof,
reasonable access (no later than two (2) Business Days after TOPAZ's request therefor) to DHOPCO's financial
accounting books and records relating to the Assets conveyed by DHOPCO to TOPAZ at such Closing
(including, without limitation, (a) joint interest billings for Working Interests by Lease and/or Well, (b) vendor
invoices, (c) lease operating expense statements, (d) revenue database and records for distributions to Net
Revenue Interest owners, (e) check stubs, cancelled checks, and other evidence of payments made, (f) vendor
and joint interest owner correspondence, (g) AFEs for drilling, completion, workover, and other capital projects
and reconciliations thereof against actual costs incurred, (h) filings, returns, and other materials relating to
Property-Related Taxes, and (i) the Leases and the Contracts) for the calendar years ending December 31,
2005, through December 31, 2010, and the period beginning January 1, 2011, through the Closing Date. Such
access shall include the right of TOPAZ to photocopy, at TOPAZ's expense, such financial accounting books
and records and reasonable access during normal business hours to the independent auditors and consulting
petroleum engineers of DHOPCO, at

                                                         13
TOPAZ's expense and on terms specified by such auditors and engineers, and the internal accounting, financial,
engineering, and other personnel of DHOPCO who are knowledgeable about the Assets, as well as permission
to contact vendors and joint interest owners (if any). TOPAZ shall cooperate with DHOPCO to minimize the
disruption of DHOPCO's business and office operations as the result of TOPAZ's activities under this Section
6.8. Upon TOPAZ's request, DHOPCO shall provide a signed representative letter to TOPAZ's independent
auditors confirming, to the Knowledge of DHOPCO, the accuracy of the financial and other data provided for
such audit.

                                                  ARTICLE VII.
                                                   CLOSING

7.1 CLOSING. The Closing shall be held at the offices of TOPAZ, at 1012 N. Masch Branch Road, Denton,
Texas 76207-3640 (or via electronic or overnight physical courier as applicable) on the relevant Closing Date.

7.2 ACTIONS AT CLOSING. At Closing, DHOPCO and TOPAZ shall take the following actions:

(a) DHOPCO and TOPAZ shall each execute and deliver (i) the Assignment covering the Assets to be conveyed
at such Closing, in sufficient counterparts to facilitate an eventual recording in the relevant jurisdiction.

(b) TOPAZ shall deliver and pay unto DHOPCO the Cash Consideration and otherwise act to execute
documents and facilitate the actions relative to the Stock Consideration, as set forth in Section 3.3 above.

(c) DHOPCO shall deliver to TOPAZ a statement that satisfies the requirements of Treas. Reg. ss.1.1445-2(b)
(2), certifying that DHOPCO is not a "foreign" Person for federal income tax purposes.

(d) TOPAZ shall return any and all original promissory notes from DHOPCO (as cited in Exhibit E to this
Agreement), marked "CANCELLED" (or the like).

(e) DHOPCO and TOPAZ shall execute such other documents and take such other actions as are provided for
elsewhere in this Agreement or as may be necessary to consummate the transactions contemplated herein to be
consummated at such Closing.

7.3 RECORDS. At any time after Closing, pursuant to TOPAZ's reasonable instructions and if not already
delivered, DHOPCO shall deliver to TOPAZ the Records relating to the Assets conveyed at the relevant
Closing. TOPAZ shall be entitled to all original Records affecting all of such Assets. Prior to the delivery thereof
to TOPAZ, DHOPCO may make and retain, at its expense, copies of the Records for DHOPCO's use. TOPAZ
agrees to maintain all original Records until the fifth (5th) anniversary of the relevant Closing Date (or such longer
period of time as DHOPCO may request for those Records relevant for tax audit

                                                         14
purposes), or, if any of such Records pertain to a Claim pending at such fifth anniversary date, until such Claim is
finally resolved and the time for all appeals has been exhausted. TOPAZ will provide to DHOPCO reasonable
access to the Records for purposes of obtaining information for the preparation of tax returns, financial
statements, and other legitimate business purposes of DHOPCO.

                                            ARTICLE VIII.
                                     SURVIVAL; INDEMNIFICATION

8.1 SURVIVAL. All representations, warranties, covenants, agreements, and indemnities of DHOPCO and
TOPAZ under this Agreement shall survive the Closing and the delivery of the Assignment, shall not be merged
with or into the Assignment, and shall remain in force and effect as provided in this Section 8.1, as applicable,
regardless of any investigation at any time made by or on behalf of DHOPCO or TOPAZ, or of any information
that DHOPCO or TOPAZ may have with respect thereto. Such survival does not obligate any Party to make any
further representation or warranty after the final Closing established pursuant to this Agreement, or to cause any
representation or warranty made hereunder to remain true and correct after such final Closing Date.

8.2 INDEMNITY AS SOLE REMEDY. Except to the extent otherwise provided elsewhere in this Agreement,
the indemnity provided by each Party to the other under this Article VIII shall constitute the sole and exclusive
remedy for such Party and its Indemnity Group after each Closing with respect to (a) the inaccuracy or breach of
any representation or warranty made by the other Party hereunder in connection with the relevant Closing and (b)
a breach or default in the performance by such other Party of any covenant or agreement of such other Party
contained in this Agreement and made in connection with such Closing. Except as otherwise provided elsewhere
in this Agreement and this Article VIII, each Party hereby waives any Claim arising under common law, any
statute, or otherwise against the other Party arising from or out of the inaccuracy or breach of any representation
or warranty made by the other Party hereunder or the breach or default in the performance by such other Party
of any covenant or agreement of such other Party contained in this Agreement.

8.3 INDEMNITIES OF TOPAZ. Regardless of any investigation made at any time by or on behalf of any Party
or any information any Party may have, and regardless of the presence or absence of insurance, TOPAZ shall
indemnify and hold harmless DHOPCO and its Indemnity Group from and against any and all Claims and
Liabilities caused by, arising out of, resulting from, or relating in any way to, and to pay to DHOPCO or its
Indemnity Group any sum that DHOPCO or its Indemnity Group pays, or becomes obligated to pay, on account
of: (a) any breach or default in the performance by TOPAZ of any covenant or agreement of TOPAZ contained
in this Agreement or any document executed in connection herewith; (b) any breach of a warranty or an
inaccurate or erroneous representation made by TOPAZ in this Agreement (provided, however, that for
purposes of this Section 8.3, all qualifications relating to materiality contained in such representations and
warranties shall be disregarded); and (c) all Assumed Liabilities.

8.4 INDEMNITIES OF DHOPCO. Regardless of any investigation made at any time by or on behalf of any
Party or any information any Party may have, and regardless of the presence or absence of insurance, DHOPCO
shall indemnify and hold harmless TOPAZ and its Indemnity Group from and against any and all Claims

                                                         15
and Liabilities caused by, arising out of, resulting from, or relating in any way to, and to pay TOPAZ or its
Indemnity Group any sum that TOPAZ or its Indemnity Group pays or becomes obligated to pay, on account of:
(a) any breach or default in the performance by any DHOPCO of any covenant or agreement of DHOPCO
contained in this Agreement or any document executed in connection herewith; and (b) any breach of a warranty
or an inaccurate or erroneous representation made by DHOPCO in this Agreement (provided, however, that for
purposes of this Section 8.4, all qualifications relating to materiality contained in such representations and
warranties shall be disregarded).

8.5 LIMITATIONS ON INDEMNITIES.

(a) Except as provided hereinafter, after the Closing Date, neither TOPAZ nor DHOPCO shall be entitled to
seek indemnification from the other Party with respect to the inaccuracy or breach of any representation or
warranty made by such Party hereunder unless the Party seeking indemnification gives written notice of the
alleged breach or inaccuracy to the Party against whom enforcement is sought no later than the expiration of
twelve (12) months after the Closing Date.

(b) After the Closing Date, neither TOPAZ nor DHOPCO shall be entitled to seek indemnification from the other
Party with respect to a breach or default in the performance by such Party of any covenant or agreement of that
Party contained in this Agreement (including, without limitation, the provisions relating to taxes) unless the Party
seeking indemnification gives written notice of the alleged breach or default to the Party from whom
indemnification is sought on or before the one hundred eightieth (180th) day after the expiration of the statute of
limitations applicable to the relevant breach or default.

8.6 ASSERTION OF CLAIMS; NOTICES; DEFENSE; SETTLEMENT.

(a) Upon the discovery by a Party entitled to indemnification under any provision of this Agreement (the
"Indemnified Party") of facts believed to entitle such Party to indemnification hereunder, including the receipt by
any such Party of notice of a Claim from any third Person, the Indemnified Party shall give prompt written notice
of any such Claim to the Party obligated to provide the requested indemnification (the "Indemnifying Party"). Each
such notice shall set forth the facts known to the Indemnified Party pertaining to the relevant Claim and shall
specify the manner in which the Indemnified Party proposes to respond to such Claim.

(b) Within ten (10) days after the receipt by the Indemnifying Party of such notice, the Indemnifying Party shall
state in writing to the Indemnified Party: (i) whether the Indemnified Party may proceed to respond to the Claim
in the manner set forth in its notice, or (ii) whether the Indemnifying Party shall assume responsibility for and
conduct the negotiation, defense, or settlement of the Claim, and if so, the specific manner in which the
Indemnifying Party proposes to proceed. If the Indemnifying Party assumes control of the Claim, the Indemnified
Party shall at all times have the right to participate in the defense thereof and to be represented, at its sole
expense, by counsel selected by it. No such Claim shall be compromised or settled by either the Indemnifying
Party or the Indemnified Party, as applicable, in any manner that admits

                                                        16
liability on the part of the other Party or that might otherwise adversely affect the interest of such other Party
without the prior written consent of such other Party, which consent will not be unreasonably withheld or delayed.
As a condition precedent to indemnification under this Agreement, the Indemnified Party shall assign to the
Indemnifying Party, and the Indemnifying Party shall become subrogated to, all rights and Claims, up to the
amount of indemnification, of the Indemnified Party against third Persons arising out of or pertaining to the matters
for which the Indemnifying Party shall provide indemnification. The amount of the Indemnified Party's Claim for
indemnification shall be reduced by the amount of any insurance reimbursement paid to the Indemnified Party
pertaining to the Claim.

8.7 LIMITATION ON DAMAGES. For the breach or non-performance by any Party of any representation,
warranty, covenant, or agreement contained in this Agreement, the liability of the obligor shall be limited to direct
actual damages only, except to the extent that the obligee is entitled to specific performance or injunctive relief.
AS BETWEEN THE PARTIES, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
AGREEMENT, NEITHER DHOPCO NOR TOPAZ SHALL BE LIABLE TO THE OTHER PARTY AS
THE RESULT OF A BREACH OR A VIOLATION OF ANY REPRESENTATION, WARRANTY,
COVENANT, AGREEMENT, OR CONDITION CONTAINED IN THIS AGREEMENT FOR SPECIAL,
CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT DAMAGES, LOST
PROFITS, OR OTHER BUSINESS INTERRUPTION DAMAGES, IN TORT, IN CONTRACT, UNDER
ANY INDEMNITY PROVISION, ARISING BY OPERATION OF LAW (INCLUDING, WITHOUT
LIMITATION, STRICT LIABILITY), OR OTHERWISE. WITH RESPECT TO CLAIMS BY THIRD
PERSONS, A PARTY MAY RECOVER FROM THE OTHER PARTY ALL COSTS, EXPENSES, OR
DAMAGES (INCLUDING, WITHOUT LIMITATION, SPECIAL, CONSEQUENTIAL, INCIDENTAL,
PUNITIVE, EXEMPLARY, OR INDIRECT DAMAGES), LOST PROFITS, AND OTHER BUSINESS
INTERRUPTION DAMAGES IN ADDITION TO ACTUAL DIRECT DAMAGES PAID OR OWED TO
ANY SUCH THIRD PERSON IN SETTLEMENT OR SATISFACTION OF CLAIMS AS TO WHICH
THE RELEVANT PARTY IS ENTITLED TO INDEMNIFICATION HEREUNDER.

                                                 ARTICLE IX.
                                               MISCELLANEOUS

9.1 EXHIBITS. All exhibits and schedules referred to in this Agreement are hereby incorporated into this
Agreement by reference and constitute a part of this Agreement for all purposes. Each Party and/or its counsel
has received a complete set of exhibits and schedules prior to and as of the date of execution of this Agreement.

9.2 EXPENSES. Except as otherwise specifically provided herein, all fees, costs, and expenses incurred by
TOPAZ and DHOPCO in negotiating this Agreement and in consummating the transactions contemplated by this
Agreement shall be paid by the Party incurring the same, including, without limitation, legal and accounting fees,
costs, and expenses. All required documentary, filing, and

                                                         17
recording fees and expenses in connection with the eventual filing and recording of the Assignment (or its
replacement) and other instruments required to convey title to the Assets to TOPAZ shall be borne by TOPAZ.

9.3 PRORATION OF TAXES. Each Party shall assume responsibility for, and shall bear and pay, all federal
income taxes, state income taxes, franchise taxes, and other similar taxes (including any applicable interest or
penalties) incurred by or imposed upon such Party with respect to the transactions described in this Agreement.
TOPAZ shall assume responsibility for, and shall bear and pay, all Transfer Taxes incurred or imposed with
respect to the transfer of the Assets from DHOPCO to TOPAZ. TOPAZ shall further assume responsibility for
(and, if applicable, reimburse DHOPCO for), and shall bear and pay, all Property-Related Taxes (including any
applicable penalties and interest) based upon or measured by the ownership of the Assets or the receipt of
proceeds therefrom, but exclusive of income taxes, and assessed against the Assets by any taxing authority for
the period prior to the Effective Time. TOPAZ shall be responsible for, and shall bear and pay, all such Property-
Related Taxes assessed against the Assets by any taxing authority for any period that begins on or after the
Effective Time (but inclusive of the entirety of 2010 and thereafter). For purposes of this Agreement, the
foregoing prorations of Property-Related Taxes (or lack thereof) shall be accomplished (if needed) as an
adjustment to the Consideration and, in the case of ad valorem and other property taxes, shall be based upon the
ad valorem and other property taxes actually assessed against the Assets for the applicable tax year, or, in the
absence of such assessments, the ad valorem and other property taxes actually assessed against the Assets for
2010. In the event of a conflict between the terms of this Section 10.3 and any other provision of this Agreement,
the terms of this Section 10.3 shall govern and control.

9.4 ASSIGNMENT. Neither DHOPCO nor TOPAZ shall assign this Agreement, except to an Affiliate of the
assigning Party by assignment, transfer of equity, merger, reorganization, or consolidation, without the prior
written consent of the non-assigning Party, which shall not be unreasonably withheld or delayed. Any such
assignment of rights shall provide for the assumption by the transferee of the obligations of the assigning Party
under this Agreement. No assignment of any rights hereunder shall relieve the assigning Party of any obligations or
responsibilities hereunder. Upon the assumption by such a transferee of the obligations of the assigning Party
under this Agreement, such transferee shall become primarily liable for all such obligations assumed.
Notwithstanding any such assumption, however, if such a transferee fails to perform any of the obligations thus
assumed, the assigning Party shall remain liable for the performance thereof. Subject to the foregoing, this
Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and
assigns.

9.5 NOTICES. All notices and communications required or permitted to be given hereunder shall be in writing
and shall be delivered personally, or sent by bonded overnight courier, or by telex, e-mail or facsimile
transmission (provided any such telegram, telex, or facsimile transmission is confirmed either orally or by written
confirmation), addressed to the appropriate Party at the address for such Party shown below or at such other
address as such Party shall have theretofore designated by written notice delivered to the Party giving such notice:

                                                        18
If to TOPAZ:
Topaz Resources, Inc.
1012 N. Masch Branch Road
Denton, Texas 76207-3640
Attention: Mr. Bill A. Williamson and Mr. Edward J. Munden Telephone No.: (940) 243-1122
Facsimile No.: (940) 243-8643
E-mail: tmunden@topazresourcesinc.com

If to DHOPCO:
Dark Horse Operating Co., L.L.C.
P.O. Box 2184 Denton, Texas 76202-2184
Attention: Mr. Robert P. Lindsay and Mr. S. Rand Stinnett Telephone No.: (940) 243-3038
Facsimile No.: (940) 243-8643
E-mail: lindsayroberttx@msn.com and rstinnett@usa.net

Any notice given in accordance herewith shall be deemed to have been given on the Business Day when
delivered to the addressee in person or by telex, facsimile, or bonded overnight courier; provided, however, that
if any such notice is received after normal business hours, the notice will be deemed to have been given on the
next succeeding Business Day. Any Party may change the address, telephone number, and facsimile number to
which such communications to such Party are to be addressed by giving written notice to the other Party in the
manner provided in this Section 9.5.

9.6 AMENDMENT. This Agreement may be amended only by an instrument in writing executed by the Parties.

9.7 WAIVER; RIGHTS CUMULATIVE. Any of the terms, covenants, representations, warranties, or
conditions hereof may be waived only by a written instrument executed by or on behalf of the Party waiving
compliance. No course of dealing on the part of DHOPCO or TOPAZ, or their respective officers, employees,
agents, or representatives, or any failure by DHOPCO or TOPAZ to exercise any of its rights under this
Agreement, shall operate as a waiver thereof or affect in any way the right of such Party at a later time to enforce
the performance of such provision. No waiver by any Party of any condition, or any breach of any term,
covenant, representation, or warranty contained in this Agreement, in any one or more instances, shall be deemed
to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other
condition or of any breach of any other term, covenant, representation, or warranty. The rights of DHOPCO and
TOPAZ under this Agreement shall be cumulative, and the exercise or partial exercise of any such right shall not
preclude the exercise of any other right.

9.8 GOVERNING LAW; CONSENT TO JURISDICTION. THIS AGREEMENT AND THE LEGAL
RELATIONS AMONG THE PARTIES SHALL BE GOVERNED AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF
LAW RULE OR PRINCIPLE THAT MIGHT REFER CONSTRUCTION OF SUCH PROVISIONS TO
THE LAWS OF ANOTHER JURISDICTION. ALL OF THE PARTIES CONSENT TO THE EXERCISE
OF JURISDICTION IN PERSONAM BY THE COURTS OF THE STATE OF TEXAS FOR ANY
ACTION ARISING OUT OF THIS AGREEMENT. ALL ACTIONS OR PROCEEDINGS WITH
RESPECT TO, ARISING DIRECTLY OR

                                                        19
INDIRECTLY IN CONNECTION WITH, OUT OF, RELATED TO, OR FROM THIS
AGREEMENT SHALL BE LITIGATED IN COURTS HAVING SITUS IN DENTON COUNTY,
TEXAS.

9.9 SEVERABILITY. If any term or other provision of this Agreement is invalid, illegal, or incapable of being
enforced by any rule of Law or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any adverse manner to any Party. Upon such determination that any term
or other provision is invalid, illegal, or incapable of being enforced, the Parties shall negotiate in good faith to
modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable
manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

9.10 ARBITRATION.

(a) Any disagreement, difference, or dispute among the Parties provided in this Agreement to be resolved by
arbitration shall be resolved pursuant to arbitration according to the procedures set forth in this Section
9.10. Either Party may commence an arbitration proceeding hereunder by giving written notice to the other Party.
No later than five (5) Business Days after the delivery of the notice commencing the arbitration proceeding,
DHOPCO and TOPAZ shall each select an arbitrator. Promptly following their selection, the arbitrators selected
by Seller and Buyer jointly shall select a third arbitrator. All arbitrators selected under this Agreement shall have
at least eight (8) years of professional experience in the oil, gas, or accounting industries, as applicable, and shall
not previously have been employed by either Party and shall not have a direct or indirect interest in either Party or
the subject matter of the arbitration. The arbitration hearing shall commence as soon as is practical, but in no
event later than thirty (30) days after the selection of the third arbitrator. If any arbitrator selected under this
Section 9.10(a) should die, resign, or otherwise be unable to perform his duties hereunder, a successor arbitrator
shall be selected pursuant to the procedures set forth in this Section 9.10(a).

(b) The arbitrators shall settle all disputes in accordance with the Federal Arbitration Act and the Commercial
Arbitration Rules of the American Arbitration Association, to the extent that such Rules do not conflict with the
terms of such Act or the terms of this Agreement. Any arbitration hearing shall be held in Denton, Denton
County, Texas. The decision of the arbitrators shall be final and binding on the Parties and, if necessary, may be
enforced in any court of competent jurisdiction. The Law governing all such disputes shall be the Laws of the
State of Texas, including, without limitation, the Uniform Commercial Code as in effect in the State of Texas, as
the same may be amended from time to time, but without regard to conflicts of laws principles. The fees and
expenses of the arbitrators shall be shared one-half by DHOPCO and one-half by TOPAZ. Any payment to be
made as the result of any dispute resolved by arbitration hereunder shall be accomplished pursuant to the Final
Settlement Statement, with the final payments due thereunder being deferred until the arbitrators have rendered
their decisions on all matters to be resolved by arbitration hereunder.

                                                          20
9.11 COUNTERPARTS. This Agreement may be executed in any number of counterparts, and each such
counterpart hereof shall be deemed to be an original instrument, but all of such counterparts shall constitute for all
purposes one agreement. This Agreement may be executed by the Parties in different locations and shall become
binding upon both Parties upon the exchange by the Parties of executed signature pages by facsimile; provided,
however, that no later than five (5) Business Days after such execution hereof by facsimile, the Parties shall have
executed and delivered each to the other a fully executed original counterpart of this Agreement.

IN WITNESS WHEREOF, DHOPCO and TOPAZ have executed this Agreement on the dates set forth
below.

                                                     DHOPCO:

                                  DARK HORSE OPERATING CO., L.L.C.

                                By: /s/ S. Rand Stinnett
                                    ---------------------------------------
                                    S. Rand Stinnett, Manager

                                DATE:
                                        -------------------------------------




                                                         21
SIGNATURE PAGE FOR TOPAZ PETROLEUM, INC., TO ASSET PURCHASE AND SALE
AGREEMENT, DATED AS OF APRIL 12, 2011, BETWEEN DARK HORSE OPERATING CO., L.L.C.,
AS SELLER, AND TOPAZ RESOURCES, INC., AS BUYER.

                                          TOPAZ:

                                TOPAZ RESOURCES, INC.

                      By: /s/ Edward J. Munden
                          ---------------------------------------
                          Edward J. Munden,
                          Its Chief Executive Officer & President

                      By: /s/ Bill A. Williamson
                          ---------------------------------------
                          Bill A. Williamson,
                          Its Vice President

                      DATE:
                              --------------------------------------




                                             22
                                                 SCHEDULE 1.1

                                               DEFINED TERMS

In addition to specific terms defined elsewhere in the Agreement, the following terms and expressions (if used in
this Agreement) shall have the meanings set forth hereinafter:

"Affiliate" means, with respect to a Party, any Person that directly or indirectly controls, is controlled by, or is
under common control with, the relevant Party. For purposes of this definition, the term "control" means the
possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of
a Person, whether through ownership of voting securities, contract, voting trust, membership in management or in
the group appointing or electing management, or otherwise through formal or informal arrangements or business
relationships.

"Assumed Environmental Liabilities" means, collectively, ALL CLAIMS AND LIABILITIES (INCLUDING,
WITHOUT LIMITATION, ANY CLAIMS AND LIABILITIES RELATING TO ENVIRONMENTAL
CONDITIONS THAT BECOME "ASSUMED ENVIRONMENTAL LIABILITIES" BY OPERATION OF
SECTION 4.3(C), ARISING OUT OF, RESULTING FROM, OR RELATING IN ANY WAY TO THE
EXISTENCE OF AN ENVIRONMENTAL CONDITION ON OR RELATING TO ONE OR MORE
ASSETS CONVEYED BY DHOPCO TO TOPAZ PURSUANT HERETO (INCLUDING, WITHOUT
LIMITATION, CLAIMS AND LIABILITIES FOR INJURY TO OR DEATH OF ANY PERSON,
PERSONS, OR OTHER LIVING THINGS, OR LOSS OR DESTRUCTION OF OR DAMAGE TO
PROPERTY OCCURRING AS THE RESULT THEREOF), REGARDLESS OF WHETHER SUCH
ENVIRONMENTAL CONDITION IS KNOWN, ANTICIPATED, OR SUSPECTED AS OF THE
POSSESSION TIME FOR THE RELEVANT ASSET, OR RESULTS, IN WHOLE OR IN PART, FROM
THE NEGLIGENCE OR STRICT LIABILITY OF DHOPCO OR ITS AFFILIATES, EMPLOYEES,
AGENTS, OR REPRESENTATIVES, AND REGARDLESS OF WHETHER SUCH ENVIRONMENTAL
CONDITION, OR THE ACTS, OMISSIONS, EVENTS, OR CONDITIONS GIVING RISE THERETO
AROSE, OCCURRED, OR EXISTED BEFORE, AT, OR AFTER THE EFFECTIVE TIME FOR THE
RELEVANT ASSET.

"Business Day" means any day other than a Saturday, Sunday, or other day on which commercial banks in Dallas
or Denton, Texas, are required or authorized by Law to be closed.

"Casualty Event" means (a) any fire, explosion, accident, earthquake, act of the public enemy, act of God, or
other similar event or occurrence that results in damage to or the destruction of any Asset, and (b) any taking of
any Asset by condemnation or under the right of eminent domain.
"Central Time" means Central Standard Time or Central Daylight Savings Time, as in effect in Denton, Texas, on
the date in question.

"Claims", for purposes of this Agreement, means any and all claims, demands, Liens, notices of non-compliance
or violation, notices of liability or potential liability, investigations, actions (whether judicial, administrative, or
arbitrational), causes of action, suits, and controversies.

"Closing" means, for each Asset conveyed by DHOPCO to TOPAZ pursuant hereto, the consummation of the
transactions contemplated in this Agreement, with respect to such Asset.

"Closing Date" means, for each Asset conveyed by DHOPCO to TOPAZ pursuant thereto, the date on which
the Closing occurs with respect to such Asset, determined in accordance with Section 2.2.

"Code" means the United States Internal Revenue Code of 1986, as amended.

"Contracts" means all seismic or other exploration agreements; farm-in, farm-out, and participation agreements;
dry hole, acreage contribution, and bottom hole agreements; partnership, joint venture, and similar agreements;
Hydrocarbon purchase, sale, exchange, gathering, storage, transportation, and marketing agreements; acquisition
agreements; operating agreements; area of interest agreements; balancing agreements; pooling, communization,
and unitization agreements; processing, fractionation, condensate removal and handling, dehydration, treatment,
and separation agreements; saltwater, water, and waste injection and disposal agreements; options; service
agreements; communications, facilities, and equipment leases and licenses, to the extent transferable; and other
contracts, agreements, and rights owned by Seller, in whole or in part, or to which DHOPCO is a party, to the
extent that they are (i) appurtenant to or affect the properties and rights comprising the Assets, or
(ii) used or held for use in connection with the use, ownership, or operation thereof.

"Conveyance" means the Assignment, Bill of Sale, and Conveyance substantially in the form attached hereto as
Exhibit B.

"Effective Time" means 7:00 a.m., Central Time, on April 12, 2011.

"Environmental Contaminants" means "hazardous substances" and "pollutants or contaminants", as those terms are
defined in Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act
("CERCLA"), petroleum, including any fraction thereof," and "natural gas, natural liquids, liquefied natural gas, or
synthetic gas usable for fuel" as those terms are used in
Section 101 of CERCLA, any "solid or hazardous waste" as those terms are defined or used in the Resource
Conservation and Recovery Act, and any wastes regulated by applicable rules of the Railroad Commission of
Texas. The term also includes naturally occurring radioactive material ("NORM") concentrated, disposed of,
released or present on, resulting from, or in association with Hydrocarbon activities.
"Environmental Condition" means: (a) any event or condition (including, without limitation, any Release) with
respect to air, land, soil, surface, subsurface strata, surface water, ground water, or sediment that causes the
Assets to become subject to (or their owner or operator to have Liability or be potentially liable for) any removal,
remediation, or response action under, or not be in compliance with, any Environmental Law or any Permit
pursuant to any Environmental Law; (b) the existence of any written or oral Claim pending or threatened that
reasonably may be expected to subject the Assets or the owner or the operator of the Assets to liability in favor
of any Governmental Authority as the result of the alleged violation by such owner or operator or any other
Person of any Environmental Law as it pertains to the Assets or the existence of any event or condition on the
Assets described in this definition; (c) the failure of the Assets to be in compliance, or the owner or operator of
the Assets to comply, in each case in all material respects with all applicable Environmental Laws with respect to
the Assets; (d) the failure of the owner or operator of the Assets to obtain or maintain in full force and effect any
Permit required under applicable Environmental Laws with respect to the Assets; or (e) any event or condition
described in the preceding clauses (a), (b), (c), and (d) that results, or could reasonably be expected to result, in
Liability to any Governmental Authority for any removal, remediation, or response action, or any other Person for
injury to or death of any Person, Persons, or other living thing, or damage, loss, or destruction of property
located on the Assets. An event or circumstance that results in the inaccuracy or breach of the representations
and warranties contained in Section 3.1(d)(iii) or Section
3.1(j) (insofar only as such representation and warranty relates to environmental matters) shall constitute an
Environmental Condition. The term "Environmental Condition" includes, without limitation, any release, disposal,
spilling, leaking, pouring, emission, emptying, discharge, injection, escape, transmission, leaching, or dumping
(collectively, a "Release"), or any threatened Release, of any Environmental Contaminants from, or related in any
way to the use, ownership, or operation of, the Assets that has not been remedied in accordance with all
applicable Environmental Laws.

"Environmental Laws" means all applicable Laws (including, without limitation, the Comprehensive Environmental
Response, Compensation, and Liability Act, the Resource Conservation and Recovery Act, and the Oil Pollution
Act of 1990, the Texas Solid Waste Disposal Act, and applicable rules of the Texas Railroad Commission
relating to the management or disposal of oilfield waste, in each case as amended from time to time) relating to
the protection of the public health, welfare, and environment, worker protection, emergency planning, and/or a
community's right to know, including, without limitation, those Laws relating to the storage, handling, and use of
chemicals and other hazardous materials, those relating to the Release, generation, processing, treatment, storage,
transportation, disposal, or other management of waste materials of any kind, those relating to the protection of
environmentally sensitive areas, and employee health and safety.

"Governmental Authority" means any governmental or quasi-governmental federal, state, provincial, county, city,
or other political subdivision of the United States, any foreign country, or any department, bureau, agency,
commission, court, or other statutory or regulatory body or instrumentality thereof.
"Indemnity Group" means, for either Party, the Affiliates, officers, directors, managers, members, partners,
employees, agents, and representatives of the relevant Party.

"Knowledge", means (a) with respect to either Party, knowledge of those matters of which the relevant Party is
charged with constructive notice under applicable Law, (b) with respect to TOPAZ, the actual knowledge of the
current directors and officers of TOPAZ, and (c) with respect to DHOPCO, the actual knowledge of the current
managers and/or officers of DHOPCO.

"Laws" means all constitutions, laws, statutes, ordinances, rules, regulations, orders, and decrees of the United
States, any foreign country, and any local, state, provincial, or federal political subdivision or agency thereof, as
well as all judgments, decrees, orders, and decisions of courts having the effect of law in each such jurisdiction,
including, without limitation, all Environmental Laws.

"Liabilities" means, for purposes of this Agreement, any and all losses, judgments, damages, liabilities, injuries,
costs, expenses, interest, penalties, taxes, fines, obligations, and deficiencies. As used herein, the term "Liabilities"
includes, without limitation, reasonable attorneys' fees and other costs and expenses of any Party receiving
indemnification hereunder incident to the investigation and defense of any Claim that results in litigation, or the
settlement of any Claim, or the enforcement by any Party receiving indemnification hereunder of the provisions of
Article IX, as applicable.

"Lien" means any mortgage, deed of trust, pledge, security interest, encumbrance, lien, or charge of any kind
(including any agreement to grant any of the foregoing), any conditional sale or title retention agreement, any lease
in the nature thereof, or the filing of or agreement to give any financing statement under the Uniform Commercial
Code of any jurisdiction.

"Net Revenue Interest" means, with respect to the Lease and Well, the interest in and to all Hydrocarbons
produced and saved from or attributable to the Lease(s) on which such Well is located, after giving effect to all
valid royalties, overriding royalties, production payments, net profits interests, carried interests, reversionary
interests, and other similar interests constituting burdens upon, measured by, or payable out of Hydrocarbons
produced and saved from or attributable to such Lease(s) and Wells.

"Parties" means, collectively, DHOPCO and TOPAZ.

"Permits" means the permits, licenses, authorizations, certificates, registrations, or other approvals (other than
permits and licenses constituting Real Property Interests) granted by any Governmental Authority that pertain or
relate in any way to the Assets, described more particularly on Exhibit E.

"Person" means any individual, corporation, limited liability company, partnership, trust, unincorporated
organization, Governmental Authority, or any other form of entity.
"Property-Related Taxes" means any and all ad valorem, property, severance, generation, conversion, Btu or
gas, transportation, utility, gross receipts, privilege, consumption, excise, lease, transaction, and other taxes,
franchise fees, governmental charges or fees, licenses, fees, permits, and assessments, or increases therein, and
any interest or penalties thereon, other than Transfer Taxes and taxes based on or measured by net income or net
worth.

"SEC" means the Securities Exchange Commission or any successor Governmental Authority.

"Transfer Taxes" means any sales, use, stock, stamp, document, filing, recording, registration, and similar tax or
charge, including, without limitation, any interest or penalties thereon.

"Working Interest" means, with respect to each Lease or Well, the interest of DHOPCO that is burdened with
the obligation to bear and pay costs of operations on or in respect of such Lease or Well.
EXHIBIT 14.1

                                        TOPAZ RESOURCES, INC.
                                     CODE OF CONDUCT AND ETHICS

OVERVIEW

This Code of Conduct and Ethics sets forth the guiding principles by which we operate our company and conduct
our daily business with our stockholders, customers, vendors and with each other. These principles apply to all of
the directors, officers and employees of Topaz Resources, Inc. (the "Company").

PRINCIPLES

COMPLYING WITH LAWS, REGULATIONS, POLICIES AND PROCEDURES

All directors, officers and employees of the Company are expected to understand, respect and comply with all of
the laws, regulations, policies and procedures that apply to them in their positions with the Company. Employees
are responsible for talking to their supervisors to determine which laws, regulations and Company policies apply
to their position and what training is necessary to understand and comply with them.

Directors, officers and employees are directed to specific policies and procedures available to persons they
supervise.

CONFLICTS OF INTEREST

All directors, officers and employees of the Company should be scrupulous in avoiding any action or interest that
conflicts with, or gives the appearance of a conflict with, the Company's interests. A "conflict of interest" exists
whenever an individual's private or business interests interfere or conflict in any way (or even appear to interfere
or conflict) with the interests of the Company. A conflict situation can arise when an employee, officer or director
takes actions or has interests that may make it difficult to perform his or her work for the Company objectively
and effectively. Conflicts of interest may also arise when a director, officer or employee or a member of his or her
family receives improper personal benefits as a result of his or her position with the Company, whether from a
third party or from the Company. Company employees are encouraged to utilize the Company's products and
services, but this should generally be done on an arm's length basis and in compliance with applicable law.

All directors, officers and employees of the Company are obligated to disclose potential and actual conflicts of
interest as and when they arise. Subject to any pre-existing fiduciary duty which exists prior to the time of
becoming a director, officer or employee of the Company, all directors, officers and employees of the Company
are prohibited from participating in any transaction that is or may pose a conflict of interest with the Company
without the prior written consent of the Company.

If a conflict of interest shall arise, our directors, officers and employees shall act in a manner expected to advance
and protect the Company's interests, subject to any pre-existing fiduciary duties. Conflicts of interest may not
always be clear-cut, so if a question arises, an officer or employee should consult with higher levels of
management, the board of directors or company counsel. Any employee, officer or director who becomes aware
of a conflict or potential conflict should bring it to the attention of a supervisor, manager or other appropriate
personnel.

CORPORATE OPPORTUNITY

Directors, officers and employees are prohibited from (a) taking for themselves personally opportunities that
properly belong to the Company or are discovered through the use of corporate property, information or
position; (b) using corporate property, information or position for personal gain; and (c) subject to pre-existing
fiduciary obligations, competing with the Company. Directors, officers and employees owe a duty to the
Company to advance its legitimate counsel. Any employee, officer or director who

CONFIDENTIALITY
Directors, officers and employees must maintain the confidentiality of confidential information entrusted to them
by the Company or its suppliers or customers, except when disclosure is specifically authorized by the board of
directors or required by laws, regulations or legal proceedings. Confidential information includes all non-public
information that might be material to investors or of use to competitors of the Company or harmful to the
Company or its customers or employees if disclosed.

FAIR DEALING

We seek to outperform our competition fairly and honestly. We seek competitive advantages through superior
performance, never through unethical or illegal business practices. Stealing proprietary information, possessing or
utilizing trade secret information that was obtained without the owner's consent or inducing such disclosures by
past or present employees of other companies is prohibited.

Each director, officer and employee is expected to deal fairly with the Company's customers, suppliers,
competitors, officers and employees. No one should take unfair advantage of anyone through manipulation,
concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing.

PROTECTION AND PROPER USE OF THE COMPANY ASSETS

All directors, officers and employees should protect the Company's assets and ensure their efficient use. All
Company assets should be used only for legitimate business purposes.

PUBLIC COMPANY REPORTING

As a public company, it is of critical importance that the Company's filings with the Securities and Exchange
Commission be accurate and timely and not contain any known material misrepresentation or omission.
Depending on their position with the Company, an employee, officer or director maybe called upon to provide
necessary information to assure that the Company's public reports are complete, fair and understandable. The
Company expects employees, officers and directors to take this responsibility very seriously and to provide
prompt accurate answers to inquiries related to the Company's public disclosure requirements.

INSIDE INFORMATION AND SECURITIES TRADING

The Company's directors, officers or employees who have access to material, non-public information are not
permitted to use that information for stock trading purposes or for any purpose unrelated to the Company's
business. It is also against the law to trade or to "tip" others who might make an investment decision based on
inside company information. For example, using non-public information to buy or sell the Company stock,
options in the Company stock or the stock of any Company supplier, customer or competitor is prohibited. The
consequences of insider trading violations can be severe. These rules also apply to the use of material, nonpublic
information about other companies (including, for example, our customers, competitors and potential business
partners). In addition to employees, these rules apply to an employee's spouse, children, parents and siblings, as
well as any other family members living in the employee's home.

FINANCIAL STATEMENTS AND OTHER RECORDS

All of the Company's books, records, accounts and financial statements must be maintained in reasonable detail,
must appropriately reflect the Company's transactions and must both conform to applicable legal requirements
and to the Company's system of internal controls. Unrecorded or "off the books" funds or assets should not be
maintained unless permitted by applicable law or regulation.

Records should always be retained or destroyed according to the Company's record retention policies. In
accordance with those policies, in the event of litigation or governmental investigation, please consult the board of
directors.

IMPROPER INFLUENCE ON CONDUCT OF AUDITS

No director or officer, or any other person acting under the direction thereof, shall directly or indirectly take any
action to coerce, manipulate, mislead or fraudulently influence any public or certified public accountant engaged in
the performance of an audit or review of the financial statements of the Company if that person knows or should
know that such action, if successful, could result in rendering the Company's financial statements materially
misleading. Any person who believes such improper influence is being exerted should report such action to such
person's supervisor, or if that is impractical under the circumstances, to any of our directors.

                                                       2
Types of conduct that could constitute improper influence include, but are not limited to, directly or indirectly:

* Offering or paying bribes or other financial incentives, including future employment or contracts for non-audit
services;
* Providing an auditor with an inaccurate or misleading legal analysis;
* Threatening to cancel or canceling existing non-audit or audit engagements if the auditor objects to the
Company's accounting;
* Seeking to have a partner removed from the audit engagement because the partner objects to the Company's
accounting;
* Blackmailing; and
* Making physical threats.

ANTI-CORRUPTION LAWS

The Company complies with the anti-corruption laws of the countries in which it does business, including the U.S.
Foreign Corrupt Practices Act (FCPA). Directors, officers and employees will not directly or indirectly give
anything of value to government officials, including employees of state-owned enterprises or political candidates.
These requirements apply both to Company employees and agents, such as third party sales representatives, no
matter where they are doing business. If you are authorized to engage agents, you are responsible for ensuring
they are reputable and for obtaining a written agreement to uphold the Company's standards in this area.

REPORTING ILLEGAL OR UNETHICAL BEHAVIOR

REPORTING ILLEGAL OR UNETHICAL BEHAVIOR

Employees, officers and directors who suspect or know of violations of this Code or illegal or unethical business
or workplace conduct by employees, officers or directors have an obligation to contact either their supervisor or
superiors. If the individuals to whom such information is conveyed are not responsive, or if there is reason to
believe that reporting to such individuals is inappropriate in particular cases, then the employee, officer or director
may contact the Chief Executive Officer or the President of the Company. Such communications will be kept
confidential to the extent feasible. If the employee is still not satisfied with the response, the employee may
contact the chairman of the board of directors or any of the Company's outside directors.

ACCOUNTING COMPLAINTS

The Company's policy is to comply with all applicable financial reporting and accounting regulations. If any
director, officer or employee of the Company has unresolved concerns or complaints regarding questionable
accounting or auditing matters of the Company, then he or she is encouraged to submit those concerns or
complaints (anonymously, confidentially or otherwise) to the Company's directors. Subject to their legal duties,
the directors will treat such submissions confidentially.

NON-RETALIATION

The Company prohibits retaliation of any kind against individuals who have made good faith reports or
complaints of violations of this Code or other known or suspected illegal or unethical conduct.

AMENDMENT, MODIFICATION AND WAIVER

This code may be amended or modified by the board of directors of the Company. Only the board of directors
or a committee of the board of directors with specific delegated authority may grant waivers of this Code of
Conduct and Ethics. Waivers will be disclosed to stockholders as required by the Securities Exchange Act of
1934 and the rules thereunder and the applicable rules of the American Stock Exchange.

                                                          3
VIOLATIONS

Violation of this Code of Conduct and Ethics is grounds for disciplinary action up to and including termination of
employment. Such action is in addition to any civil or criminal liability which might be imposed by any court or
regulatory agency.

CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS

Attached hereto is the Code of Conduct and Ethics applicable to all directors, officers and employees of the
Company. The CEO and all senior financial officers, including the CFO and principal accounting officer, are
bound by the provisions set forth therein relating to ethical conduct, conflicts of interest, and compliance with law.
In addition to the Code of Conduct and Ethics, the CEO and senior financial officers are subject to the following
additional specific policies:

1. Act with honesty and integrity, avoiding actual or apparent conflicts between personal, private interests and the
interests of the Company, including receiving improper personal benefits as a result of his or her position.

2. Disclose to the CEO and the Board of Directors of the Company any material transaction or relationship that
reasonably could be expected to give rise to a conflict of interest.

3. Perform responsibilities with a view to causing periodic reports and documents filed with or submitted to the
SEC and all other public communications made by the Company to contain information that is accurate,
complete, fair, objective, relevant, timely and understandable, including full review of all annual and quarterly
reports.

4. Comply with laws, rules and regulations of federal, state and local governments applicable to the Company
and with the rules and regulations of private and public regulatory agencies having jurisdiction over the Company.

5. Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting or omitting
material facts or allowing independent judgment to be compromised or subordinated.

6. Respect the confidentiality of information acquired in the course of performance of his or her responsibilities
except when authorized or otherwise legally obligated to disclose any such information; not use confidential
information acquired in the course of performing his or her responsibilities for personal advantage.

7. Share knowledge and maintain skills important and relevant to the needs of the Company, its stockholders and
other constituencies and the general public.

8. Proactively promote ethical behavior among subordinates and peers in his or her work environment and
community.

9. Use and control all corporate assets and resources employed by or entrusted to him or her in a responsible
manner.

10. Not use corporate information, corporate assets, corporate opportunities or his or her position with the
Company for personal gain; not compete directly or indirectly with the Company.

11. Comply in all respects with the Company's Code of Conduct and Ethics.

12. Advance the Company's legitimate interests when the opportunity arises. The board of directors will
investigate any reported violations and will oversee an appropriate response, including corrective action and
preventative measures. Any officer who violates this Code will face appropriate, case specific disciplinary action,
which may include demotion or discharge.

Any request for a waiver of any provision of this Code must be in writing and addressed to the Chairman of the
Board of Directors of the Company. Any waiver of this Code will be disclosed promptly on Form 8-K or any
other means approved by the Securities and Exchange Commission.
4
Exhibit 31.1

                                                CERTIFICATION

I, Edward J. Munden of Topaz Resources, Inc., certify that:

(1) I have reviewed this annual report on Form 10-K of Topaz Resources, Inc.;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operation and cash flows of the registrant as of,
and for, the periods presented in this report;

(4) The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the small business issuer, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;\
b) designed such internal control over financial reporting, or caused such internal control over financial reporting
to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles;
c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred
during the small business issuer's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal
control over financial reporting; and

(5) The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and
report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant's internal controls over financial reporting.

                                      Date: April 15, 2011


                                      /s/ Edward J. Munden
                                      ----------------------------------
                                      Edward J. Munden
                                      Chief Executive Officer
Exhibit 31.2

                                                CERTIFICATION

I, Edward J. Munden of Topaz Resources, Inc., certify that:

(1) I have reviewed this annual report on Form 10-K of Topaz Resources, Inc.;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operation and cash flows of the registrant as of,
and for, the periods presented in this report;

(4) The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the small business issuer, including
its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;\
b) designed such internal control over financial reporting, or caused such internal control over financial reporting
to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles;
c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred
during the small business issuer's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal
control over financial reporting; and

(5) The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and
report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant's internal controls over financial reporting.

                                      Date: April 15, 2011


                                      /s/ Edward J. Munden
                                      ----------------------------------
                                      Edward J. Munden
                                      Chief Financial Officer
Exhibit 32.1

                                                CERTIFICATION

I, Edward J. Munden, Principal Executive Officer of Topaz Resources, Inc. (the "Company"), in compliance with
18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 hereby certify, to the best of my knowledge, in connection with
the Annual Report on Form 10-K for the year ended December 31, 2010 as filed with the Securities and
Exchange Commission (the "Report") on the date hereof, that:

* The Report fully complies with the requirements of Section 13(a) or
15(d), of the Securities Exchange Act of 1934; and

* The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.

                                    Date: April 15, 2011


                                    /s/ Edward J. Munden
                                    -------------------------------------
                                    Edward J. Munden
                                    President and Chief Executive Officer
Exhibit 32.2

                                                CERTIFICATION

I, Edward J. Munden, Principal Financial Officer of Topaz Resources, Inc. (the "Company"), in compliance with
18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 hereby certify, to the best of my knowledge, in connection with
the Annual Report on Form 10-K for the year ended December 31, 2010 as filed with the Securities and
Exchange Commission (the "Report") on the date hereof, that:

* The Report fully complies with the requirements of Section 13(a) or
15(d), of the Securities Exchange Act of 1934; and

* The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.

                                      Date: April 15, 2011



                                      /s/ Edward J. Munden
                                      ---------------------------------
                                      Edward J. Munden
                                      Chief Financial Officer