Common use of VENDOR'S REPRESENTATIONS Clause in Contracts

VENDOR'S REPRESENTATIONS. 1.1 Vendor represents and warrants to MAX that: (a) it is the beneficial owner of the MANHATTAN Claims and holds the right to explore and develop the MANHATTAN Claims, subject to applicable rules and regulations of the State of Utah and it is, or will be upon closing of the exercise of the Option granted hereunder, also the registered owner of the MANHATTAN Claims; (b) to the best of Vendor’s knowledge, Vendor holds the MANHATTAN Claims free and clear of all liens, charges and claims of others; (c) Vendor has a free and unimpeded right of access to the MANHATTAN Claims and has use of the MANHATTAN Claims surface for the purposes described herein; (d) the MANHATTAN Claims have, to the best of Vendor’s knowledge, been, or will be prior to the closing of the exercise of the Option granted hereunder, duly and validly located and recorded in a good and miner-like manner pursuant to the laws of the State of Nevada and are in good standing in the State of Nevada as of the date of this Agreement; (e) Vendor is duly incorporated under the laws of Nevada and is a valid and subsisting company in good standing under the laws of Nevada; (f) Vendor has the right to transfer, convey, option and assign its interest in the MANHATTAN Claims to MAX as contemplated in this Agreement; (g) there are no adverse claims or challenges against or to Vendor’s interest in the MANHATTAN Claims nor to the knowledge of Vendor is there any basis therefor, and to Vendor’s knowledge, there are no outstanding agreements or options to acquire or purchase the MANHATTAN Claims or any portion thereof; (h) Vendor has the full right, authority and capacity to enter into this Agreement without first obtaining the consent of any other person or body corporate and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which Vendor is a party or to which it is subject; and (j) no proceedings are pending for, and Vendor is unaware of any basis for, the institution of any proceedings which could lead to the placing of Vendor in bankruptcy, or in any position similar to bankruptcy. 1.2 The representations and warranties of Vendor set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which MAX has relied in entering into this Agreement and shall survive the acquisition of any interest in the MANHATTAN Claims by MAX. 1.3 Vendor will indemnify MAX from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by Vendor and contained in this Agreement.

VENDOR'S REPRESENTATIONS. 1.1 The Vendor represents and warrants to MAX the Purchaser that: (a) it the Vendor is the beneficial owner of the MANHATTAN Claims Claim and holds the right to transfer title to the Claim and to explore and develop the MANHATTAN Claims, subject to applicable rules and regulations of the State of Utah and it is, or will be upon closing of the exercise of the Option granted hereunder, also the registered owner of the MANHATTAN ClaimsClaim; (b) to the best of Vendor’s knowledge, Vendor holds the MANHATTAN Claims Claim free and clear of all liens, charges and claims claim of others; (c) , and the Vendor has a free and unimpeded right of access to the MANHATTAN Claims Claim and has use of the MANHATTAN Claims Claim surface for the purposes described hereinherein purposes; (dc) the MANHATTAN Claims have, to the best of Vendor’s knowledge, been, or will be prior to the closing of the exercise of the Option granted hereunder, Claim have been duly and validly located and recorded in a good and miner-like manner pursuant to the laws of the State of Nevada Northwest Territories and are in good standing in the State of Nevada British Columbia as of the date of this Agreement; (e) Vendor is duly incorporated under the laws of Nevada and is a valid and subsisting company in good standing under the laws of Nevada; (f) Vendor has the right to transfer, convey, option and assign its interest in the MANHATTAN Claims to MAX as contemplated in this Agreement; (gd) there are no adverse claims or challenges against or to the Vendor’s interest in 's ownership of or title to any of the MANHATTAN Claims Claim nor to the knowledge of the Vendor is there any basis therefor, and to Vendor’s knowledge, there are no outstanding agreements or options to acquire or purchase the MANHATTAN Claims Claim or any portion thereof; (he) the Vendor has the full right, authority and capacity to enter into this Agreement without first obtaining the consent of any other person or body corporate and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which the Vendor is a party or by which he is bound or to which it he is subject; and (jf) no proceedings are pending for, and the Vendor is unaware of any basis for, the institution of any proceedings which could lead to the placing of either Vendor in bankruptcy, or in any position similar to bankruptcy. 1.2 The representations and warranties of the Vendor set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which MAX the Purchaser has relied in entering into this Agreement and shall survive the acquisition of any interest in the MANHATTAN Claims Claim by MAXthe Purchaser. 1.3 Vendor will indemnify MAX from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by Vendor and contained in this Agreement.

VENDOR'S REPRESENTATIONS. 1.1 The Vendor represents and warrants to MAX the Purchaser that: (a) it The Vendor is the registered and beneficial owner of the MANHATTAN Claims Claim and holds the right to transfer title to the Claim and to explore and develop the MANHATTAN Claims, subject to applicable rules and regulations of the State of Utah and it is, or will be upon closing of the exercise of the Option granted hereunder, also the registered owner of the MANHATTAN ClaimsClaim; (b) to the best of Vendor’s knowledge, The Vendor holds the MANHATTAN Claims Claim free and clear of all liens, charges and claims claim of others; (c) , and the Vendor has a free and unimpeded right of access to the MANHATTAN Claims Claim and has use of the MANHATTAN Claims Claim surface for the purposes described hereinherein purposes; (dc) the MANHATTAN Claims have, to the best of Vendor’s knowledge, been, or will be prior to the closing of the exercise of the Option granted hereunder, The Claim has been duly and validly located and recorded in a good and miner-like manner pursuant to the laws of the State of Nevada British Columbia and are is in good standing in the State of Nevada British Columbia as of the date of this Agreement; (ed) Vendor is duly incorporated under the laws of Nevada and is a valid and subsisting company in good standing under the laws of Nevada; (f) Vendor has the right to transfer, convey, option and assign its interest in the MANHATTAN Claims to MAX as contemplated in this Agreement; (g) there There are no adverse claims or challenges against or to the Vendor’s interest in 's ownership of or title to the MANHATTAN Claims Claim nor to the knowledge of the Vendor is there any basis therefortherefore, and to Vendor’s knowledge, there are no outstanding agreements or options to acquire or purchase the MANHATTAN Claims Claim or any portion thereof; (he) The Vendor has the full right, authority and capacity to enter into this Agreement without first obtaining the consent of any other person or body corporate and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which the Vendor is a party or by which he is bound or to which it he is subject; and (jf) no No proceedings are pending for, and the Vendor is unaware of any basis for, the institution of any proceedings which could lead to the placing of either Vendor in bankruptcy, or in any position similar to bankruptcy. 1.2 The representations and warranties of the Vendor set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which MAX the Purchaser has relied in entering into this Agreement and shall survive the acquisition of any interest in the MANHATTAN Claims Claim by MAXthe Purchaser. 1.3 Vendor will indemnify MAX from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by Vendor and contained in this Agreement.

VENDOR'S REPRESENTATIONS. 1.1 The Vendor represents and warrants to MAX the Purchaser that: (a) it The Vendor is the registered and beneficial owner of the MANHATTAN Claims and holds the right to transfer title to the Claims and to explore and develop the MANHATTAN Claims, subject to applicable rules and regulations of the State of Utah and it is, or will be upon closing of the exercise of the Option granted hereunder, also the registered owner of the MANHATTAN Claims; (b) to the best of Vendor’s knowledge, The Vendor holds the MANHATTAN Claims free and clear of all liens, charges and claims of others; (c) , and the Vendor has a free and unimpeded right of access to the MANHATTAN Claims and has use of the MANHATTAN Claims surface for the purposes described hereinherein purposes; (dc) the MANHATTAN The Claims have, to the best of Vendor’s knowledge, been, or will be prior to the closing of the exercise of the Option granted hereunder, have been duly and validly located and recorded in a good and miner-like manner pursuant to the laws of the State of Nevada British Columbia and are in good standing in the State of Nevada British Columbia as of the date of this Agreement; (ed) Vendor is duly incorporated under the laws of Nevada and is a valid and subsisting company in good standing under the laws of Nevada; (f) Vendor has the right to transfer, convey, option and assign its interest in the MANHATTAN Claims to MAX as contemplated in this Agreement; (g) there There are no adverse claims or challenges against or to the Vendor’s interest in 's ownership of or title to any of the MANHATTAN Claims nor to the knowledge of the Vendor is there any basis therefortherefore, and to Vendor’s knowledge, there are no outstanding agreements or options to acquire or purchase the MANHATTAN Claims or any portion thereof; (he) The Vendor has the full right, authority and capacity to enter into this Agreement without first obtaining the consent of any other person or body corporate and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which the Vendor is a party or by which he is bound or to which it he is subject; and (jf) no No proceedings are pending for, and the Vendor is unaware of any basis for, the institution of any proceedings which could lead to the placing of either Vendor in bankruptcy, or in any position similar to bankruptcy. 1.2 The representations and warranties of the Vendor set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which MAX the Purchaser has relied in entering into this Agreement and shall survive the acquisition of any interest in the MANHATTAN Claims by MAXthe Purchaser. 1.3 Vendor will indemnify MAX from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by Vendor and contained in this Agreement.

VENDOR'S REPRESENTATIONS. 1.1 The Vendor represents and warrants warrant to MAX the Purchaser that: (a) it The Vendor is the registered and beneficial owner owners of the MANHATTAN Claims and collectively holds the right to transfer title to the Claims and to explore and develop the MANHATTAN Claims, subject to applicable rules and regulations of the State of Utah and it is, or will be upon closing of the exercise of the Option granted hereunder, also the registered owner of the MANHATTAN Claims; (b) to the best of Vendor’s knowledge, The Vendor holds the MANHATTAN Claims free and clear of all liens, charges and claims of others; (c) Vendor has , and the Vendors have a free and unimpeded right of access to the MANHATTAN Claims and has have use of the MANHATTAN Claims surface for the purposes described hereinherein purposes; (dc) the MANHATTAN The Claims have, to the best of Vendor’s knowledge, been, or will be prior to the closing of the exercise of the Option granted hereunder, have been duly and validly located and recorded in a good and miner-like manner pursuant to the laws of the State of Nevada British Columbia and are in good standing in the State of Nevada British Columbia as of the date of this Agreement; (ed) Vendor is duly incorporated under the laws of Nevada and is a valid and subsisting company in good standing under the laws of Nevada; (f) Vendor has the right to transfer, convey, option and assign its interest in the MANHATTAN Claims to MAX as contemplated in this Agreement; (g) there There are no adverse claims or challenges against or to the Vendor’s interest in 's ownership of or title to any of the MANHATTAN Claims nor to the knowledge of the Vendor is there any basis therefor, and to Vendor’s knowledge, there are no outstanding agreements or options to acquire or purchase the MANHATTAN Claims or any portion thereof; (he) The Vendor has the full right, authority and capacity to enter into this Agreement without first obtaining the consent of any other person or body corporate and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which either Vendor is a party or by which they are bound or to which it is they are subject; and (jf) no No proceedings are pending for, and the Vendor is unaware of any basis for, the institution of any proceedings which could lead to the placing of either Vendor in bankruptcy, or in any position similar to bankruptcy. 1.2 The representations and warranties of the Vendor set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which MAX the Purchaser has relied in entering into this Agreement and shall survive the acquisition of any interest in the MANHATTAN Claims by MAXthe Purchaser. 1.3 Vendor will indemnify MAX from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by Vendor and contained in this Agreement.

VENDOR'S REPRESENTATIONS. 1.1 The Vendor hereby represents and warrants to MAX that: the Purchaser by way of an independent guarantee (aselbstständiges Schuldversprechen) it is that the beneficial owner of the MANHATTAN Claims and holds the right to explore and develop the MANHATTAN Claims, subject to applicable rules and regulations of the State of Utah and it is, or will be upon closing of the exercise of the Option granted hereunder, also the registered owner of the MANHATTAN Claims; statements set forth in this Clause 10 (b) to the best of Vendor’s knowledge, Vendor holds Representation) (together the MANHATTAN Claims free and clear of all liens, charges and claims of others; (c) Vendor has a free and unimpeded right of access to the MANHATTAN Claims and has use of the MANHATTAN Claims surface for the purposes described herein; (d) the MANHATTAN Claims have, to the best of “Vendor’s knowledge, been, or will be prior to the closing of the exercise of the Option granted hereunder, duly and validly located and recorded in a good and miner-like manner pursuant to the laws of the State of Nevada and Representations”) are in good standing in the State of Nevada as of correct on the date of this Agreement; (e) Vendor is duly incorporated under , and to the laws of Nevada and is a valid and subsisting company in good standing under the laws of Nevada; (f) Vendor has the right to transfer, convey, option and assign its interest in the MANHATTAN Claims to MAX extent as contemplated stated in this Agreement;, as of Closing (except for Clause 10.6.1) which is correct as of the legally required date as further set forth in that Clause) subject to the following provisions: (ga) there are no adverse claims or challenges against or to the Vendor’s interest in the MANHATTAN Claims nor to the knowledge of Vendor is there any basis therefor, and to Vendor’s knowledge, there Representations which are no outstanding agreements made as at a specific date or options to acquire for a specific time period shall be correct only as at such date or purchase the MANHATTAN Claims or any portion thereof; (h) Vendor has the full right, authority and capacity to enter into this Agreement without first obtaining the consent of any other person or body corporate and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which Vendor is a party or to which it is subjectwithin such time period; and b) apart from the Vendor’s Representations also given as of the Closing Date and as far as otherwise provided in Clause 10.6.1 g, none of the Vendor’s Representations relates or shall be construed to relate to forward looking facts and/or circumstances; and c) if and to the extent that any of the Vendor’s Representations is qualified as being “to the Vendor’s Best Knowledge”, such knowledge shall be imputed to the Vendor if, on the date of this Agreement, any of the following persons had after reasonable enquiries with management of the Company – or if not done so, being deemed as if the person would have done reasonable enquiries – actual knowledge (jpositive Kenntnis): ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ (it being understood that reasonable enquiries by any of the aforementioned persons is sufficient, unless another of the aforementioned persons has specific knowledge with regard to a specific clause which a prudent businessman would have induced to perform further enquiries, provided that such further enquiries would have reasonably been expected to lead to actual knowledge); and d) no proceedings the Vendor’s Representations are pending forgiven only within the scope and subject to the requirements, limitations, rights and remedies of Clause 11 (Remedies for Vendor’s Breaches) and Clause 12 (General Exclusions and Limitations of Vendor’s Liability) which constitute an integral part of the Vendor’s Representations, and not an exclusion or a limitation of liability within the meaning of sections 443 and 444 BGB; and e) payments or other compensations for a Vendor’s Breach to the Purchaser or a company of the Target Group shall, as far as legally possible, be treated as a reduction of the Purchase Price as between the Vendor is unaware and the Purchaser. and f) in view of any basis forthe foregoing provisions, the institution Vendor’s Representations shall not constitute a guarantee of any proceedings quality concerning a condition (Beschaffenheitsgarantie) within the meaning of section 444 BGB, but a sui generis contractual liability regime (vertragliches Haftungsregime sui generis) to which could lead to the placing of Vendor in bankruptcy, or in any position similar to bankruptcysections 443 and 444 BGB shall not apply. 1.2 g) The Vendor’s Representation set forth in Clauses 10.2.2. a and 10.3, a, c, i shall be deemed to be fundamental representations and warranties of Vendor set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which MAX has relied in entering into this Agreement and shall survive the acquisition of any interest in the MANHATTAN Claims by MAX(“Fundamental Representations”). 1.3 Vendor will indemnify MAX from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by Vendor and contained in this Agreement.

VENDOR'S REPRESENTATIONS. 1.1 The Vendor represents and warrants to MAX the Purchaser that: (a) it is The Vendor holds power of attorney for the registered and beneficial owner of the MANHATTAN Claims Claim and holds the right to transfer title to the Claim and to explore and develop the MANHATTAN Claims, subject to applicable rules and regulations of the State of Utah and it is, or will be upon closing of the exercise of the Option granted hereunder, also the registered owner of the MANHATTAN ClaimsClaim; (b) to the best of Vendor’s knowledge, The Vendor holds the MANHATTAN Claims Claim free and clear of all liens, charges and claims claim of others; (c) , and the Vendor has a free and unimpeded right of access to the MANHATTAN Claims Claim and has use of the MANHATTAN Claims Claim surface for the purposes described hereinherein purposes; (dc) the MANHATTAN Claims have, to the best of Vendor’s knowledge, been, or will be prior to the closing of the exercise of the Option granted hereunder, The Claim has been duly and validly located and recorded in a good and miner-like manner pursuant to the laws of the State of Nevada and are is in good standing in the State of Nevada as of the date of this Agreement; (ed) Vendor is duly incorporated under the laws of Nevada and is a valid and subsisting company in good standing under the laws of Nevada; (f) Vendor has the right to transfer, convey, option and assign its interest in the MANHATTAN Claims to MAX as contemplated in this Agreement; (g) there There are no adverse claims or challenges against or to the Vendor’s interest in ownership of or title to the MANHATTAN Claims Claim nor to the knowledge of the Vendor is there any basis therefortherefore, and to Vendor’s knowledge, there are no outstanding agreements or options to acquire or purchase the MANHATTAN Claims Claim or any portion thereof; (he) The Vendor has the full right, authority and capacity to enter into this Agreement without first obtaining the consent of any other person or body corporate and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which the Vendor is a party or by which he is bound or to which it he is subject; and (jf) no No proceedings are pending for, and the Vendor is unaware of any basis for, the institution of any proceedings which could lead to the placing of either Vendor in bankruptcy, or in any position similar to bankruptcy. 1.2 The representations and warranties of the Vendor set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which MAX the Purchaser has relied in entering into this Agreement and shall survive the acquisition of any interest in the MANHATTAN Claims Claim by MAXthe Purchaser. 1.3 Vendor will indemnify MAX from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by Vendor and contained in this Agreement.

VENDOR'S REPRESENTATIONS. 1.1 5.1 The Vendor represents hereby represents, warrants and warrants convents to MAX and with the Purchaser that: (a) it a. the vendor is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and the laws of those jurisdictions in which the Vendor is required to be registered; b. the Vendor has all requisite power and authority to enter into this Agreement and to perform the Vendor’s obligations under this Agreement, including, without restriction, the power and authority to sell and convey, pursuant to the terms hereof, all legal and beneficial owner title to the Assets owned by or attribute to Rally Energy Corp.; c. the execution and delivery of the MANHATTAN Claims Agreement and holds each and every agreement or document to be executed and delivered hereunder and the right to explore and develop the MANHATTAN Claims, subject to applicable rules and regulations consummation of the State transactions contemplated herein will not violate, nor be in conflict with, any provision of Utah and it isany agreement or instrument to which the Vendor is a party or is bound, or will be upon closing any judgment, decree, order, statute, rule or regulation applicable to the Vendor or of the exercise constating documents or bylaws of the Option granted hereunderVendor; d. this Agreement has been duly executed and delivered by the Vendor and all documents required hereunder to be executed and delivered by the Vendor shall have been duly executed and delivered and this Agreement and such documents constitute legal, also the registered owner valid and binding obligations of the MANHATTAN ClaimsVendor enforceable in accordance with their respective terms; (b) e. the Vendor has not incurred any obligation or liability contingent or otherwise, for brokers’ and finders’ fees in respect of this transaction for which the Purchaser shall have any obligation or liability; f. the Vendor does represent and warrant that it has done no act or thing, nor is aware of any act or thing having been done, whereby any of its interest in and to the best of Vendor’s knowledgeAssets may be reduced, Vendor holds cancelled or determined, nor has it encumbered or alienated the MANHATTAN Claims Assets or any interest therein except for Permitted Encumbrances, and that the Assets are free and clear of all liens, charges encumbrances, adverse claims, demands and claims of othersroyalties created by, through or under the Vendor, except as expressly set forth in Schedule “A” and Permitted Encumbrances; (c) Vendor has a free and unimpeded right of access to the MANHATTAN Claims and has use of the MANHATTAN Claims surface for the purposes described herein; (d) the MANHATTAN Claims have, g. to the best of the Vendor’s knowledge, beeninformation and belief no act or omission has occurred whereby the Vendor is, or will be would be, in default under the terms of any applicable governmental rules or regulations, any Lease or any agreement pertaining to the Assets, where such default would impact materially and adversely upon the Assets, or any of them; h. there are no charges, claims or actions in existence, or to the best of the Vendor’s knowledge, information and belief contemplated or threatened against or with respect to the Assets; i. the Assets are not subject to any pre-emptive or preferential rights of purchase by any third party except as set forth in Schedule “A”; j. to the best of the Vendor’s knowledge, information and belief, all royalties and all ad valorem, property, production, severance and similar taxes and Assessments based on, or measured by, the Vendor’s ownership of the Assets, or the production if Petroleum Substances or the receipt of proceeds therefrom payable by the Vendor for assessment periods prior to the closing Effective Date have been properly paid or provided for; k. the Vendor is not aware of, has not received and is not otherwise aware of the exercise of the Option granted hereunderany matter or event that it reasonably believes could give rise to: i. any orders or directives under any applicable governmental statute, duly regulation or order which relate to environmental matters and validly located and recorded in a good and miner-like manner pursuant which require any work, repairs, construction or capital expenditures with respect to the laws Assets, where such orders or directives have not been complied with all material respects; and ii. any demand or notice issued under any applicable governmental statute, regulation or order with respect to the breach of and environmental health or safety law applicable to the State Assets, including, without limitation, any rules or regulations respecting the use, storage, treatment, transportation or disposition of Nevada and are in good standing in environmental contaminants, which demand or notice remains outstanding on the State of Nevada Closing Date; except as of have been specifically disclosed by the date Vendor, by written notice to the Purchaser prior to execution of this Agreement; (e) Vendor is duly incorporated under the laws of Nevada and is a valid and subsisting company in good standing under the laws of Nevada; (f) Vendor has the right to transfer, convey, option and assign its interest in the MANHATTAN Claims to MAX as contemplated in this Agreement; (g) there are no adverse claims or challenges against or to Vendor’s interest in the MANHATTAN Claims nor l. to the knowledge best of Vendor is there any basis therefor, and to the Vendor’s knowledge, information and belief no part of the Lands is subject to any drilling obligations which have accrued prior to the execution and delivery hereof and which have not been temporarily or permanently waived, saving and excepting those which have been disclosed to the purchaser prior to the execution hereof; m. to the best of the Vendor’s knowledge, information and belief there are no authorizations for expenditure pursuant to which expenditures are or may be made, nor any other financial commitments which are outstanding or due or thereafter may become due, other than rentals, in respect of the Assets, or operations in respect thereof, other than those which have been incurred or undertaken by the Vendor in the ordinary course of business and which shall have been disclosed in writing to the Purchaser prior to the execution hereof; n. subject to the rents, covenants, conditions and stipulations in the Leases and any agreements pertaining to the Assets and on the lessee’s or holder’s part thereunder to be paid, performed and observed, the Purchaser may enter into and upon, hold and enjoy the Assets for the residue of their respective terms and all renewals or extensions thereof for the Purchaser’s own use and benefit whomsoever claiming by, through or under the Vendor and the Vendor binds itself to warrant and define all and singular the Assets against all persons whomsoever claiming or to claim the same or any part thereof or any interest therein by, through or under the Vendor; o. to the best of the Vendor’s knowledge, information and belief, the W▇▇▇▇ are not subject to a production penalty whereby the production proceeds allocable to the Vendor’s interest are payable to a third party until an amount calculated in respect of certain costs and expenses paid by such third party are recovered by such third party, except as disclosed in Schedule “A”; hereto p. to the best of the Vendor’s knowledge, information and belief, except as disclosed in Schedule “A” hereto, the Petroleum and Natural Gas Rights are not subject by virtue of the conversion or other alteration of the interest of any third party under existing agreements created by through or under it or of which it has knowledge. q. to the best of the Vendor’s knowledge, information and belief, the Vendor has been receiving the share of the net proceeds of production from the Assets attributable to its interest as shown on Schedule “A” hereto, and no person is currently claiming that the Vendor is not entitled to such amounts, with the possible exception of claims of accounting errors which do not challenge the percentage share of revenues to which the Vendor is entitled and which are not material; r. to the best of the Vendor’s knowledge, information and belief there are no agreements or options arrangements (commonly known as a gas balancing, swaps, over-production or underlift-overlift agreements or arrangements) which area among two or more persons owning interests in a portion of the Lands or lands Pooled or unitized therewith, nor has there been any circumstances or case whereby one of such Persons has taken, or may hereafter take, a share of the production of Petroleum Substances from such lands greater that it would Otherwise be entitled to acquire be virtue of its interest in such Lands and which excess taking entitles the other persons to accredit in respect of subsequent production from such lands by which the Vendor is bound and which pertain to the Assets; s. to the best of the Vendor’s knowledge, information and belief, all w▇▇▇▇ on the lands have been, in all material respects, drilled and, if completed, completed and operated in accordance with generally accepted oil and gas industry practices and, in all material respects, in compliance with all applicable statues, rules and regulations; t. to the best of the Vendor’s knowledge, information and belief, the Tangibles have been constructed, installed, maintained and operated in accordance with generally accepted engineering practices, good oil and gas field practices and in compliance with all applicable statutes, rules and regulations; u. the Vendor has made all reasonable inquires and searches for material documents and information, and to the best of its knowledge, it has delivered or purchase made available to Purchaser all documents, instruments, records and books relevant to its title to the MANHATTAN Claims Lands and Leases in its possession; v. to the best if the Vendor’s knowledge, information and belief, no Workers Compensation Board or similar authority possesses or is entitled to a charge on or a lien against the Assets or any portion thereofof them created directly by it; (h) w. the Vendor has the full right, authority and capacity obtained all regulatory approvals required to enter into this Agreement without first obtaining the consent of any other person or body corporate and the be obtained by it in order to effect consummation of the transaction herein transactions contemplated will in this agreement, other than approvals for the transfer of well licenses and permits for the operation of facilities and other approvals and consents normally obtained after closing.; x. the Vendor has not conflict with incurred any obligations or result liability, contingent or otherwise, in any breach respect of the termination of the employment of, or retainer of any covenants employee or agreements contained inconsultant employed or retained by the Vendor in respect of the Assets, for which the Purchaser shall have any obligation or constitute a default underliability, which obligation or result liability would include, without restriction, severance pay or pay in lieu of notice. 5.2 The Vendor makes no representations or warranties to the creation of any encumbrance under Purchaser in addition to those expressly enumerated in Clause 5.1. Except and to the provisions of any indenture, agreement or other instrument whatsoever to which Vendor is a party or to which it is subject; and (j) no proceedings are pending for, and Vendor is unaware of any basis forextent provided for in Clause 5.1, the institution of Vendor does not make any proceedings which could lead to Representations or Warranties with respect to: a. any data or information supplied by the placing of Vendor in bankruptcy, or in any position similar to bankruptcy. 1.2 The representations and warranties of Vendor set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which MAX has relied in entering into this Agreement and shall survive the acquisition of any interest in the MANHATTAN Claims by MAX. 1.3 Vendor will indemnify MAX from all loss, damage, costs, actions and suits arising out of or in connection with the Assets; b. the quality, quantity or recoverability or deliverability of Petroleum Substances within or under the Lands or any breach lands pooled or unitized therewith; c. the value if the Assets, production rates in the future cash flow therefrom or the availability or the continued availability of transportation to sell the petroleum substances; d. the quality, condition, fitness or merchantability of any representationtangible depreciable equipment or property, warrantyinterests in which are comprised in the Assets; e. any environmental matters relating to the assets; f. any engineering, covenant, agreement geological or condition made by Vendor and contained in this Agreementother interpretations or evaluations respecting the Assets.

VENDOR'S REPRESENTATIONS. 1.1 The Vendor hereby represents and warrants to MAX that: (a) it is the beneficial owner and in favour of the MANHATTAN Claims and holds the right to explore and develop the MANHATTAN Claims, subject to applicable rules and regulations of the State of Utah and it is, or will be upon closing of the exercise of the Option granted hereunder, also the registered owner of the MANHATTAN Claims; (b) to the best of Vendor’s knowledge, Vendor holds the MANHATTAN Claims free and clear of all liens, charges and claims of others; (c) Vendor has a free and unimpeded right of access to the MANHATTAN Claims and has use of the MANHATTAN Claims surface for the purposes described herein; (d) the MANHATTAN Claims have, to the best of Vendor’s knowledge, been, or will be prior to the closing of the exercise of the Option granted hereunder, duly and validly located and recorded in a good and miner-like manner pursuant to the laws of the State of Nevada and are in good standing in the State of Nevada Purchaser that as of the date of this Agreement;Agreement (unless otherwise specified) and as of the Closing Date: (ea) the Vendor is duly incorporated under (and will be at Closing) a corporation existing and governed by the laws of Nevada the Province of Ontario and is a valid and subsisting company in good standing under the laws of Nevada; (f) Vendor has the right to transfernecessary authority, convey, option and assign its interest in the MANHATTAN Claims to MAX as contemplated in this Agreement; (g) there are no adverse claims or challenges against or to Vendor’s interest in the MANHATTAN Claims nor to the knowledge of Vendor is there any basis therefor, and to Vendor’s knowledge, there are no outstanding agreements or options to acquire or purchase the MANHATTAN Claims or any portion thereof; (h) Vendor has the full right, authority power and capacity to own the Property and the other property constituting the Subject Assets and to enter into this Agreement without first obtaining and the consent documents and transactions contemplated herein and to complete the Transaction and perform its obligations under the documents and transactions contemplated herein on the terms and conditions herein contained; (b) the agreement of purchase and sale constituted on the execution and delivery of this Agreement and the obligations of the Vendor hereunder and the documents and transactions contemplated herein have been duly and validly authorized by all requisite proceedings of the Vendor and constitute and will constitute at Closing, legal, valid and binding obligations of the Vendor enforceable against such Vendor in accordance with its and their terms; (c) neither the execution and delivery of this Agreement by the Vendor and the completion by the Vendor of the Transaction will not, subject to Section 6.5, result in the breach or violation of any other person or body corporate and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained inprovisions of, or constitute a default under, or result in conflict with or cause the creation acceleration of any encumbrance under obligation of the provisions Vendor under: (i) any provision of the constating documents, by-laws or resolutions of the board of directors of the Vendor; or (ii) any Applicable Laws; (d) no approval or consent of any indenture, agreement or Governmental Authority is required in connection with the completion of the Transaction by the Vendor other instrument whatsoever than as referred to which in Section 4.1(e)(ii) above; (e) the Vendor is a party resident of Canada for the purposes of the ITA; (f) no Person has any right of first opportunity, right of first refusal, option or other right to which it is subjectpurchase or acquire any interest in the Subject Assets or any part thereof; and (jg) no proceedings are pending for, and Vendor is unaware to the best of any basis forthe Vendor’s knowledge, the institution Vendor has not done, omitted or permitted anything whereby the Lands are or may be encumbered, except as the records of any proceedings which could lead the land registry office disclose. For the purposes of this Section 6.1, “to the placing best of Vendor in bankruptcy, the Vendor’s knowledge” shall mean to the best of the knowledge of one or in any position similar to bankruptcymore of the current members of the board of directors of the Vendor. 1.2 The representations and warranties of Vendor set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which MAX has relied in entering into this Agreement and shall survive the acquisition of any interest in the MANHATTAN Claims by MAX. 1.3 Vendor will indemnify MAX from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by Vendor and contained in this Agreement.

VENDOR'S REPRESENTATIONS. 1.1 The Vendor represents and warrants to MAX the Purchaser that: (a) it The Vendor is the registered and beneficial owner of the MANHATTAN Claims Claim and holds the right to transfer title to the Claim and to explore and develop the MANHATTAN Claims, subject to applicable rules and regulations of the State of Utah and it is, or will be upon closing of the exercise of the Option granted hereunder, also the registered owner of the MANHATTAN ClaimsClaim; (b) to the best of Vendor’s knowledge, The Vendor holds the MANHATTAN Claims Claim free and clear of all liens, charges and claims claim of others; (c) , and the Vendor has a free and unimpeded right of access to the MANHATTAN Claims Claim and has use of the MANHATTAN Claims Claim surface for the purposes described hereinherein purposes; (dc) the MANHATTAN Claims have, to the best of Vendor’s knowledge, been, or will be prior to the closing of the exercise of the Option granted hereunder, The Claim has been duly and validly located and recorded in a good and miner-like manner pursuant to the laws of the State of Nevada British Columbia and are is in good standing in the State of Nevada British Columbia as of the date of this Agreement; (ed) Vendor is duly incorporated under the laws of Nevada and is a valid and subsisting company in good standing under the laws of Nevada; (f) Vendor has the right to transfer, convey, option and assign its interest in the MANHATTAN Claims to MAX as contemplated in this Agreement; (g) there There are no adverse claims or challenges against or to the Vendor’s interest in ownership of or title to the MANHATTAN Claims Claim nor to the knowledge of the Vendor is there any basis therefortherefore, and to Vendor’s knowledge, there are no outstanding agreements or options to acquire or purchase the MANHATTAN Claims Claim or any portion thereof; (he) The Vendor has the full right, authority and capacity to enter into this Agreement without first obtaining the consent of any other person or body corporate and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which the Vendor is a party or by which he is bound or to which it he is subject; and (jf) no No proceedings are pending for, and the Vendor is unaware of any basis for, the institution of any proceedings which could lead to the placing of either Vendor in bankruptcy, or in any position similar to bankruptcy. 1.2 The representations and warranties of the Vendor set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which MAX the Purchaser has relied in entering into this Agreement and shall survive the acquisition of any interest in the MANHATTAN Claims Claim by MAXthe Purchaser. 1.3 Vendor will indemnify MAX from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by Vendor and contained in this Agreement.

VENDOR'S REPRESENTATIONS. 1.1 The Vendor represents and warrants to MAX the Purchaser that: (a) it The Vendor is the registered and beneficial owner of the MANHATTAN Claims and holds the right to transfer title to the Claims and to explore and develop the MANHATTAN Claims, subject to applicable rules and regulations of the State of Utah and it is, or will be upon closing of the exercise of the Option granted hereunder, also the registered owner of the MANHATTAN Claims; (b) to the best of Vendor’s knowledge, The Vendor holds the MANHATTAN Claims free and clear of all liens, charges and claims of others; (c) , and the Vendor has a free and unimpeded right of access to the MANHATTAN Claims and has use of the MANHATTAN Claims surface for the purposes described hereinherein purposes; (dc) the MANHATTAN The Claims have, to the best of Vendor’s knowledge, been, or will be prior to the closing of the exercise of the Option granted hereunder, have been duly and validly located and recorded in a good and miner-like manner pursuant to the laws of the State of Nevada British Columbia and are in good standing in the State of Nevada British Columbia as of the date of this Agreement; (ed) Vendor is duly incorporated under the laws of Nevada and is a valid and subsisting company in good standing under the laws of Nevada; (f) Vendor has the right to transfer, convey, option and assign its interest in the MANHATTAN Claims to MAX as contemplated in this Agreement; (g) there There are no adverse claims or challenges against or to the Vendor’s interest in 's ownership of or title to any of the MANHATTAN Claims nor to the knowledge of the Vendor is there any basis therefor, and to Vendor’s knowledge, there are no outstanding agreements or options to acquire or purchase the MANHATTAN Claims or any portion thereof; (he) The Vendor has the full right, authority and capacity to enter into this Agreement without first obtaining the consent of any other person or body corporate and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which the Vendor is a party or by which he is bound or to which it he is subject; and (jf) no No proceedings are pending for, and the Vendor is unaware of any basis for, the institution of any proceedings which could lead to the placing of either Vendor in bankruptcy, or in any position similar to bankruptcy. 1.2 The representations and warranties of the Vendor set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which MAX the Purchaser has relied in entering into this Agreement and shall survive the acquisition of any interest in the MANHATTAN Claims by MAXthe Purchaser. 1.3 Vendor will indemnify MAX from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by Vendor and contained in this Agreement.

VENDOR'S REPRESENTATIONS. 1.1 The Vendor represents and warrants to MAX the Purchaser that: (a) it is the beneficial owner of the MANHATTAN Claims and Vendor holds the right to explore transfer title to the Wellness Program and develop to exploit the MANHATTAN Claims, subject to applicable rules and regulations of the State of Utah and it is, or will be upon closing of the exercise of the Option granted hereunder, also the registered owner of the MANHATTAN ClaimsWellness Program; (b) to the best of Vendor’s knowledge, Vendor holds the MANHATTAN Claims Wellness Program free and clear of all liens, charges and claims of others; (c) , and the Vendor has a free and unimpeded right of access to the MANHATTAN Claims and has use of the MANHATTAN Claims surface for the purposes described hereinWellness Program; (d) the MANHATTAN Claims have, to the best of Vendor’s knowledge, been, or will be prior to the closing of the exercise of the Option granted hereunder, duly and validly located and recorded in a good and miner-like manner pursuant to the laws of the State of Nevada and are in good standing in the State of Nevada as of the date of this Agreement; (e) Vendor is duly incorporated under the laws of Nevada and is a valid and subsisting company in good standing under the laws of Nevada; (f) Vendor has the right to transfer, convey, option and assign its interest in the MANHATTAN Claims to MAX as contemplated in this Agreement; (gc) there are no adverse claims or challenges against or to the Vendor’s interest in 's ownership of or title to the MANHATTAN Claims Wellness Program nor to the knowledge of the Vendor is there any basis therefortherefore, and to Vendor’s knowledge, there are no outstanding agreements or options to acquire or purchase the MANHATTAN Claims or any portion thereofWellness Program; (hd) the Vendor has the full right, authority and capacity to enter into this his Agreement without first obtaining the consent of any other person or body corporate and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which the Vendor is a party or by which he is bound or to which it he is subject; and; (je) no proceedings are pending for, and the Vendor is unaware of any basis for, the institution of any proceedings which could lead to the placing of either Vendor in bankruptcy, or in any position similar to bankruptcy.; and 1.2 The representations and warranties of the Vendor set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which MAX the Purchaser has relied in entering into this Agreement and shall survive the acquisition of any interest in the MANHATTAN Claims Patent by MAXthe Purchaser. 1.3 Vendor will indemnify MAX from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by Vendor and contained in this Agreement.

VENDOR'S REPRESENTATIONS. 1.1 Vendor Each of the Vendors hereby represents and warrants to MAX and with the Purchaser, which representations and warranties are correct as at the date hereof, and acknowledges that the Purchaser is relying upon such representations and warranties in connection with the matters contemplated by this Agreement, that: (a) it is other than the beneficial owner Purchaser, no person, firm or corporation has any right, under preferential rights of purchase clauses or otherwise, which has not been waived prior to the MANHATTAN Claims and holds Closing Date, to acquire any interest in the right to explore and develop Purchased Shares held by the MANHATTAN Claims, subject to applicable rules and regulations Vendor by virtue of the State of Utah and it is, or will be upon closing of the exercise of the Option granted hereunder, also the registered owner of the MANHATTAN Claimsarising from this Agreement or otherwise; (b) each Vendor has the requisite power and authority to enter into this Agreement and to perform its obligations hereunder; (c) the execution and delivery of this Agreement and each and every agreement or document to be executed and delivered hereunder by the Vendor and the consummation of transactions contemplated herein will not, as a result of the Vendor's involvement, violate nor be in conflict with any provision of any material agreement or instrument to which the Vendor is a party or is bound or, to the best of the Vendor’s 's knowledge, information and belief, any judgment, decree, order, statute, rule or regulation applicable to the Vendor; (d) this Agreement has been duly executed and delivered to the Vendor holds and all documents required hereunder to be executed and delivered by the MANHATTAN Claims Vendor shall have been duly executed and delivered and this Agreement does, and such documents will, constitute legal, valid and binding obligations of the Vendor enforceable in accordance with their respective terms; (e) at the Time of Closing, the Vendor shall have good registered and beneficial title to and ownership of its portion of the Purchased Shares as set out in Section 2.1 above, and the Vendors' portion of the Purchased Shares shall be fully paid and non-assessable and free and clear of all liens, charges mortgages, charges, security interests, pledges, encumbrances, demands and claims of othersadverse Claims whatsoever; (cf) Vendor has a free and unimpeded right of access to the MANHATTAN there are no actions, suits, proceedings or Claims and has use of the MANHATTAN Claims surface for the purposes described herein; (d) the MANHATTAN Claims haveexisting or, to the best of Vendor’s the knowledge, been, or will be prior to the closing information and belief of the exercise of the Option granted hereunderVendor, duly and validly located and recorded in a good and miner-like manner pursuant pending or threatened with respect to the laws of the State of Nevada and are in good standing in the State of Nevada as of the date of this Agreement; (e) Vendor is duly incorporated under the laws of Nevada and is a valid and subsisting company in good standing under the laws of Nevada; (f) Vendor has the right to transfer, convey, option and assign its interest in the MANHATTAN Claims to MAX as contemplated in this Agreement; (g) there are no adverse claims or challenges against or to Vendor’s interest in the MANHATTAN Claims nor to the knowledge of Vendor is there any basis therefor, and to Vendor’s knowledge, there are no outstanding agreements or options to acquire or purchase the MANHATTAN Claims or any portion thereof; (h) Vendor has the full right, authority and capacity to enter into this Agreement without first obtaining the consent of any other person or body corporate and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which Vendor is a party or to which it is subject; and (j) no proceedings are pending for, and Vendor is unaware of any basis for, the institution of any proceedings which could lead to the placing of Vendor in bankruptcy, or in any position similar to bankruptcy. 1.2 The representations and warranties manner challenging respective ownership of Vendor set out in paragraph 1.1 above form a part the Purchased Shares or the sale of this Agreement and are conditions upon which MAX has relied in entering into this Agreement and shall survive the acquisition of any interest in the MANHATTAN Claims by MAX. 1.3 Vendor will indemnify MAX from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by Vendor and contained in this Agreement.their respective Purchased Shares pursuant hereto;

VENDOR'S REPRESENTATIONS. 1.1 The Vendor represents and warrants to MAX the Purchaser that: (a) it The Vendor is the registered and beneficial owner of the MANHATTAN Claims Claim and holds the right to transfer title to the Claim and to explore and develop the MANHATTAN Claims, subject to applicable rules and regulations of the State of Utah and it is, or will be upon closing of the exercise of the Option granted hereunder, also the registered owner of the MANHATTAN ClaimsClaim; (b) to the best of Vendor’s knowledge, The Vendor holds the MANHATTAN Claims Claim free and clear of all liens, charges and claims of others; (c) , and the Vendor has a free and unimpeded right of access to the MANHATTAN Claims Claim and has use of the MANHATTAN Claims Claim surface for the purposes described hereinherein purposes; (dc) the MANHATTAN Claims have, to the best of Vendor’s knowledge, been, or will be prior to the closing of the exercise of the Option granted hereunder, The Claim has been duly and validly located and recorded in a good and miner-like manner pursuant to the laws of the State of Nevada Northwest Territories and are is in good standing in the State of Nevada Northwest Territories as of the date of this Agreement; (ed) Vendor is duly incorporated under the laws of Nevada and is a valid and subsisting company in good standing under the laws of Nevada; (f) Vendor has the right to transfer, convey, option and assign its interest in the MANHATTAN Claims to MAX as contemplated in this Agreement; (g) there There are no adverse claims or challenges against or to the Vendor’s interest in 's ownership of or title to the MANHATTAN Claims Claim nor to the knowledge of the Vendor is there any basis therefor, and to Vendor’s knowledge, there are no outstanding agreements or options to acquire or purchase the MANHATTAN Claims Claim or any portion thereof; (he) The Vendor has the full right, authority and capacity to enter into this Agreement without first obtaining the consent of any other person or body corporate and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which the Vendor is a party or by which he is bound or to which it he is subject; and (jf) no No proceedings are pending for, and the Vendor is unaware of any basis for, the institution of any proceedings which could lead to the placing of either Vendor in bankruptcy, or in any position similar to bankruptcy. 1.2 The representations and warranties of the Vendor set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which MAX the Purchaser has relied in entering into this Agreement and shall survive the acquisition of any interest in the MANHATTAN Claims Claim by MAXthe Purchaser. 1.3 Vendor will indemnify MAX from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by Vendor and contained in this Agreement.

VENDOR'S REPRESENTATIONS. 1.1 The Vendor represents and warrants to MAX the Purchaser now and at the Closing Date that: (a) it is the Vendor has good and sufficient right and authority to enter into this Agreement on the terms and conditions herein set forth and to transfer the legal title and beneficial owner ownership of a 10% undivided interest in and to the MANHATTAN Claims and holds Assets to the right to explore and develop the MANHATTAN Claims, subject to applicable rules and regulations of the State of Utah and it is, or will be upon closing of the exercise of the Option granted hereunder, also the registered owner of the MANHATTAN ClaimsPurchaser; (b) the Vendor has good and marketable title to the best Assets, all of Vendor’s knowledge, Vendor holds the MANHATTAN Claims which are free and clear of all liens, charges and claims encumbrances, and all of otherswhich Assets are in the possession of or under the control of the Vendor; (c) Vendor there has a free been no act of God, damage, destruction, loss, labour disruption or trouble, or other event (whether or not covered by insurance) materially and unimpeded right of access to the MANHATTAN Claims and has use adversely affecting any of the MANHATTAN Claims surface for Assets or the purposes described hereinorganization, operations, affairs, business, properties, prospects or financial condition or position of the Vendor’s business operations; (d) the MANHATTAN Claims haveVendor holds all permits, licences, registrations and authorizations necessary to own and operate the best of Vendor’s knowledge, been, or will be prior to the closing of the exercise of the Option granted hereunder, duly Assets and validly located and recorded in a good and miner-like manner pursuant to the laws of the State of Nevada and are in good standing in the State of Nevada as of the date of this Agreementcarry on its business; (e) Vendor is duly incorporated under the laws Assets constitute all of Nevada the rights, assets and is a valid properties that are usually and subsisting company ordinarily used or held for use in good standing under connection with or otherwise related to the laws operation of Nevadathe Vendor’s business; (f) the Vendor has not, directly or indirectly, engaged or entered into any transaction or incurred any liability or obligation which might materially and adversely affect any of the right to transferAssets or the organization, conveyoperations, option and assign its interest in affairs, business, properties, prospects or financial condition or position of the MANHATTAN Claims to MAX as contemplated in this AgreementVendor’s business; (g) there are is no adverse claims indebtedness of the Vendor to any person which might, by operation of law or challenges against otherwise, now or to Vendor’s interest in hereafter constitute or be capable of forming an encumbrance upon any of the MANHATTAN Claims nor Assets and there is no indebtedness of any kind whatsoever relating to the knowledge business in respect of Vendor is there any basis therefor, and to Vendor’s knowledge, there are no outstanding agreements which the Purchaser may become liable on or options to acquire or purchase after the MANHATTAN Claims or any portion thereofClosing Date; (h) Vendor has the full rightno action, authority and capacity to enter into this Agreement without first obtaining the consent suit, judgment, investigation, inquiry, assessment, reassessment, litigation, determination or administrative or other proceeding or arbitration before or of any other person court, arbitrator or body corporate and governmental authority is in process, or pending or threatened, against or relating to the consummation Vendor’s business or any of the transaction herein contemplated will not conflict Assets and no state of facts exists which could constitute the basis therefor; (i) the Vendor’s business complies with all applicable laws, including all environmental, health and safety statutes and regulations; (j) there is no written, verbal or result implied agreement, option, understanding or commitment or any right or privilege capable of becoming any of the same, for the purchase from the Vendor of its business or any of the Assets; (k) none of the Assets is in any breach respect infringing the right of any covenants person under or agreements contained in, or constitute a default under, or result in the creation respect of any encumbrance under the provisions of any indenturepatent, agreement design, trade m▇▇▇, trade name, copyright or other instrument whatsoever to which Vendor is a party industrial or to which it is subjectintellectual property; and (jl) no proceedings are pending for, and Vendor is unaware of any basis for, the institution of any proceedings which could lead to the placing of Vendor in bankruptcy, or in any position similar to bankruptcy. 1.2 The representations and warranties of Vendor set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which MAX has relied in entering into this Agreement and shall survive the acquisition of any interest in the MANHATTAN Claims by MAX. 1.3 Vendor will indemnify MAX from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by Vendor and contained except as disclosed in this Agreement, neither the Vendor nor any of the Shareholders has any information or knowledge of any fact relating to the Vendor’s business, the Assets or any indebtedness of the business or the transactions contemplated hereby which might reasonably be expected to affect, materially and adversely, any of the Assets or the organization, operations, affairs, properties, prospects or financial condition or position of the business.

VENDOR'S REPRESENTATIONS. 1.1 The Vendor represents and warrants to MAX the Purchaser that: (a) it is the beneficial owner The issued and outstanding share capital of the MANHATTAN Claims Company consists of one hundred common shares without par value (the "Shares") which were issued as fully paid and holds non- assessable. The Vendors are the right to explore registered holders and develop the MANHATTAN Claims, subject to applicable rules and regulations beneficial owners of the State of Utah Shares which are validly issued and it is, or will be upon closing of the exercise of the Option granted hereunder, also the registered owner of the MANHATTAN Claims; (b) to the best of Vendor’s knowledge, Vendor holds the MANHATTAN Claims free and clear of all liens, charges and claims encumbrances; (b) The Vendors have good and sufficient right and authority to enter into this Agreement on the terms and conditions herein set forth and to transfer the legal title and beneficial ownership of othersthe Shares to the Purchaser; (c) Vendor has The Company is a free and unimpeded right of access to the MANHATTAN Claims and has use of the MANHATTAN Claims surface for the purposes described herein; (d) the MANHATTAN Claims have, to the best of Vendor’s knowledge, been, or will be prior to the closing of the exercise of the Option granted hereunder, duly and validly located and recorded in a good and miner-like manner pursuant to the laws of the State of Nevada and are in good standing in the State of Nevada as of the date of this Agreement; (e) Vendor is company duly incorporated under the laws of Nevada Canada, is a non-reporting company, and is a valid and subsisting company in good standing under in accordance with the laws Canada Business Corporations Act; (d) The Memorandum and Articles of Nevadathe Company permit the Company to carry on its present business; (e) The performance of this Agreement will not be in violation of the Memorandum, Bylaws or Articles of the Company or any of Agreement to which the Vendors or the Company are a party and will not give any person or company any right to terminate or cancel any agreement or any right enjoyed by the Company and will not result in the creation or imposition of any lien, encumbrance or restriction of any nature whatsoever in favour of a third party upon or against the assets of the Company; (f) Vendor has The constating documents of the right to transfer, convey, option and assign its interest in Company have not been altered since the MANHATTAN Claims to MAX as contemplated in this Agreementdate of incorporation of the Company; (g) there are no adverse claims No dividends or challenges against or to Vendor’s interest other distribution on the Shares in the MANHATTAN Claims nor to capital of the knowledge of Vendor is there any basis thereforCompany have been made, and to Vendor’s knowledge, there are no outstanding agreements declared or options to acquire or purchase the MANHATTAN Claims or any portion thereofauthorized since incorporation; (h) Vendor The corporate records and minute books of the Company contain complete and accurate minutes of all meetings of the directors and shareholders of the Company held since incorporation. The share certificate books, register of security holders, register of transfers and register of directors and any similar corporate records of the Company are complete and accurate; (i) All material transactions of the Company have been promptly and properly recorded or filed in or with its respective books and records; (j) The Company has good and marketable title to the full right"▇▇▇▇▇▇▇▇▇.▇▇▇" website and all assets and intellectual property comprised therein, authority all of which assets are free and capacity clear of all liens, charges and encumbrances; (k) The Company holds all permits, licences, registrations and authorizations necessary to enter into this Agreement without first obtaining the consent own and operate its assets and carry on its business; (l) The Company is not in violation of any federal, provincial, state, municipal or other person law, regulation or body corporate and the consummation order of any government or regulatory authority; (m) There are no liabilities of any kind, contingent or otherwise of the transaction herein contemplated will not conflict with or result in any breach Company, and to the best of the knowledge of the Vendor, there is no basis for assertion against the Company of any covenants liabilities of any kind; (n) No payments of any kind have been made or authorized since the date of the Company's incorporation (the "Incorporation Date") to or on behalf of the Vendors or under any management agreements contained inwith the Company save and except in the ordinary course of business; (o) Since the Incorporation Date, the Company has not guaranteed, or constitute a default underagreed to guarantee, any debt, liability or result other obligation of any person, firm or corporation; (p) All tax returns and reports of the Company required by law to be filed prior to the date hereof have been filed and are substantially true, complete and correct. All taxes and other government charges, in any, have been paid; (q) Since the Incorporation Date, the Company has not sold, assigned, transferred, leased or otherwise disposed of any interest in its assets, except in the creation ordinary course of business; (r) The Vendors have no knowledge of any: (i) actions, suits, investigations or proceedings against the Company which are in progress, pending or threatened before or by any federal, provincial, state municipal or other governmental department, commission, board, bureau or agency; (ii) outstanding judgments of any encumbrance under kind against the provisions of any indenture, agreement or other instrument whatsoever to which Vendor is a party or to which it is subjectCompany; and (jiii) no proceedings are pending for, and Vendor is unaware of any basis for, the institution of any proceedings occurrences or events which could lead to the placing of Vendor in bankruptcyhave, or in any position similar might reasonably be expected to bankruptcyhave, a material adverse effect on the Company's business or the results of its operations. 1.2 (s) The representations and warranties of Vendor set out in paragraph 1.1 above form a part of this Agreement and are conditions upon Company does not have any contracts, agreements, pension plans, profit sharing plans, bonus plans, undertakings, or arrangements whether oral, written or implied with employees, licensees, managers, accountants, suppliers, agents, distributors, officers, directors, lawyers or others which MAX has relied in entering into this Agreement and shall survive the acquisition of cannot be terminated on not more than one month's notice; (t) The Company is not subject to any interest in the MANHATTAN Claims by MAX. 1.3 Vendor will indemnify MAX from all loss, damage, costs, actions and suits arising out of or in connection agreement with any breach of any representationlabour union or employee association; and (u) The Company has complied with all laws, warrantyrules, covenantregulations and orders applicable to it relating to employment, agreement or condition made by Vendor including those relating to wages, hours, collective bargaining, occupational health and contained in this Agreementsafety, employment standards and workers' compensation.

VENDOR'S REPRESENTATIONS. 1.1 4.1 The Vendor covenants with and represents and warrants to MAX thatthe Purchaser that as of the date hereof and the Effective Time: (a) it the Vendor is a corporation duly organized, validly existing and in good standing under the beneficial owner of the MANHATTAN Claims and holds the right to explore and develop the MANHATTAN Claims, subject to applicable rules and regulations laws of the State of Utah and it is, or will be upon closing of the exercise of the Option granted hereunder, also the registered owner of the MANHATTAN ClaimsNevada; (b) the Vendor has good right, full power and absolute authority to carry on its business, to enter into this Agreement, to bargain, sell, transfer, assign and convey to the best Purchaser the full legal and beneficial title to the Vendor's entire interest in and to the Assets for the purposes and in the manner herein provided and according to the true intent and meaning of this Agreement; (c) the Agreement and all further and other documents required hereunder have been duly authorized, executed and delivered by the Vendor and this Agreement and such documents constitute legal, valid and binding obligations of the Vendor enforceable in accordance with their respective terms; (d) the execution and delivery of this Agreement and each and every agreement or document to be executed and delivered hereunder, and the consummation of the transactions contemplated herein, will not violate, nor be in conflict with, any provision of any agreement or instrument to which the Vendor is a party or is bound, or any judgment, decree, order, statute, rule or regulation applicable to the Vendor or of the Vendor’s knowledge's constating documents or by-laws; (e) the Vendor has not entered into any agreement and has done no act or thing whereby any of its interest in and to the Assets may be cancelled, determined or reduced, nor has the Vendor holds encumbered or alienated the MANHATTAN Claims same or any interest therein, and the Assets are now and were at the Effective Time free and clear of all liens, charges mortgages, pledges, charges, burdens, encumbrances, adverse claims, demands and claims of others; (c) Vendor has a free and unimpeded right of access royalties or other interests created by, through or under the Vendor, save as set forth in Schedule "A" hereto; provided that, subject to the MANHATTAN Claims and has use of foregoing, the MANHATTAN Claims surface for the purposes described herein; (d) the MANHATTAN Claims have, Vendor does not warrant title to the best of Vendor’s knowledge, been, or will be prior to the closing of the exercise of the Option granted hereunder, duly and validly located and recorded in a good and miner-like manner pursuant to the laws of the State of Nevada and are in good standing in the State of Nevada as of the date of this Agreement; (e) Vendor is duly incorporated under the laws of Nevada and is a valid and subsisting company in good standing under the laws of NevadaAssets; (f) Vendor has subject to the right to transferrents, conveycovenants, option conditions and assign its interest stipulations in the MANHATTAN Claims Leases reserved and contained and on the lessees or holders part thereunder to MAX be paid, performed and observed, the Purchaser may enter into and upon, hold and enjoy the Leases for the residue of their respective terms and all renewals or extensions thereof as contemplated in this Agreementto the interests hereunder assigned for its own use and benefit without any lawful interruption of or by the Vendor or any other person whomsoever claiming by, through or under the Vendor; (g) to the best of the knowledge, information and belief of the Vendor, any and all royalties, rentals and other payments due under each of the Leases have been properly and timely paid, and all conditions necessary to keep each of the Leases in force have been fully performed; VENDOR'S REPRESENTATIONS - continued (h) there are no adverse claims authorizations for expenditure pursuant to which expenditures are or challenges against or to Vendor’s interest in the MANHATTAN Claims nor to the knowledge of Vendor is there any basis therefor, and to Vendor’s knowledge, there are no outstanding agreements or options to acquire or purchase the MANHATTAN Claims may be made or any portion other financial commitments which are outstanding or due, or hereafter may become due in respect of the Assets or operations in respect thereof; (hi) the Vendor has incurred no obligation or liability, contingent or otherwise, for brokers' or finders' fees in respect of this transaction for which Purchaser shall have any obligation or liability; (j) the full rightinterests of the Vendor in the Lands are not subject to a penalty or to reduction, authority whether by virtue of the conversion or other alteration of the interest of any third party under existing agreements pertaining to the Assets or otherwise; (k) to the best of the knowledge, information and capacity belief of the Vendor, all Wells have been drilled, and, if co▇▇▇▇▇ed, completed and operated in accordance with good oil and gas field practices and in compliance with all rules and regulations of all governmental agencies having jurisdiction with respect thereto; (l) to enter into this Agreement without first obtaining the consent best of the knowledge, information and belief of the Vendor, all producing Wells and facilities located on o▇ ▇▇▇urtenant to the Lands are in good operating condition; (m) the Vendor has performed and observed all of its material duties, liabilities, obligations and covenants of any nature or kind required to be satisfied, performed and observed by it under the terms of any of the Leases and any agreement pertaining to the Assets, and the Vendor is not in default under or in breach of any of the terms, covenants and conditions thereof; (n) there are no charges, claims, proceedings, actions or lawsuits in existence, contemplated or threatened, against or with respect to the Assets or the interests of the Vendor therein; (o) the Vendor has not granted to any person or corporation any right or contract to purchase the Vendor's share of Petroleum Substances produced from the Lands; (p) to the best of the knowledge, information and belief of the Vendor, all laws, regulations and orders of all governmental agencies having jurisdictions over the Assets have been, and until the Closing Time shall continue to be complied with; (q) the Vendor is not obligated by virtue of a prepayment arrangement under any contract for the sale of Petroleum Substances and containing a "take or pay" or similar provision, or a production payment or of any other person arrangement, to deliver Petroleum Substances produced from the Lands at some future time without then or body corporate thereafter receiving full payment therefore; (r) all ad valorem, property, production, severance and similar taxes and assessments based upon or measured by the consummation ownership of production of Petroleum Substances from the Lands or the receipt of proceeds therefrom payable by the Vendor have been properly paid; VENDOR'S REPRESENTATIONS - continued (s) to the best of the transaction herein contemplated will knowledge, information and belief of Vendor, there has been no Environmental Damage or any other pollution or contamination whatsoever, whether arising from or relating to the drilling of wells on the Lands, the production ▇▇ ▇▇troleum Substances from the Lands, the conduct of operations on the Lands, or otherwise; (t) the Vendor has not conflict with or result in any breach received notice of any covenants violation of or agreements contained ininvestigation relating to any federal, provincial or constitute a default underlocal environmental or pollution law, regulation or result ordinance with respect to the Assets, nor has the Vendor been provided with any notification, order or request by or on behalf of any federal, provincial or local authority having jurisdiction over environmental matters requiring the Vendor to undertake, now or in the creation future, any action or procedure to comply with any federal, provincial or local laws related to protection of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to environment for which the required remedial action has not been completed; (u) the Vendor is not a non-resident of Canada within the meaning of the Income Tax Act (Canada). (v) all documents and agreements affecting Vendor's title to the Assets or production or revenue from the Assets, of which the Vendor is either a party or is aware, has been made available to which it is subjectand shall be delivered to the Purchaser; (w) the Assets are not subject to any preferential rights of purchase, rights of first refusal, or any similar restrictions; and (jx) no proceedings none of the wells included in the Assets are pending for, and Vendor is unaware of u▇▇▇▇ penalty or subject to any basis for, the institution of any proceedings which could lead reduction in working interest. 4.2 Notwithstanding anything to the placing of Vendor in bankruptcycontrary herein expressed or implied, or in any position similar to bankruptcy. 1.2 The it is expressly agreed and understood that the covenants, representations and warranties of Vendor set out contained in paragraph 1.1 above form a part of this Agreement clause 4.1 were true as at the Effective Time and are conditions upon which MAX has relied in entering into this Agreement true on the date hereof, and shall survive and remain in full force and effect for the acquisition benefit of any interest in the MANHATTAN Claims by MAXPurchaser for a period of two years after the date hereof. 1.3 4.3 The Vendor will shall be liable to the Purchaser for and shall, in addition, indemnify MAX the Purchaser from and against, all loss, damagelosses, costs, actions claims, damages, expenses, and suits arising out liabilities suffered, sustained, paid or incurred by the Purchaser or any third party which would not have been suffered, sustained, paid or incurred by the Purchaser or any third party had all of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by Vendor the representations and warranties contained in this Agreementclause 4.1 been accurate and truthful.

VENDOR'S REPRESENTATIONS. 1.1 The Vendor represents and warrants to MAX the Purchaser now and at the closing that: (a) it the Vendor is a company duly incorporated under the beneficial owner Corporations Act of Newfoundland and Labrador and is duly organized, validly exists and is in good standing under the MANHATTAN Claims laws of Newfoundland and holds the right to explore and develop the MANHATTAN Claims, subject to applicable rules and regulations of the State of Utah and it is, or will be upon closing of the exercise of the Option granted hereunder, also the registered owner of the MANHATTAN ClaimsLabrador; (b) the Vendor have good and sufficient right and authority to enter into this Agreement on the terms and conditions herein set forth and to transfer the legal title and beneficial ownership of the Shares to the best Purchaser; (c) the Vendor has good and marketable title to the Assets, all of Vendor’s knowledge, Vendor holds the MANHATTAN Claims which are free and clear of all liens, charges and claims encumbrances, and all of others; (c) Vendor has a free and unimpeded right which Assets are in the possession of access to or under the MANHATTAN Claims and has use control of the MANHATTAN Claims surface for the purposes described hereinVendor; (d) the MANHATTAN Claims have, to the best performance of Vendor’s knowledge, been, or this Agreement will not be prior to the closing in violation of the exercise Memorandum or Articles of the Option granted hereunder, duly and validly located and recorded in a good and miner-like manner pursuant Vendor or any of Agreement to the laws which any of the State of Nevada Vendor is a party and are in good standing will not give any person or Vendor any right to terminate or cancel any agreement or any right enjoyed by the Vendor and will not result in the State creation or imposition of Nevada as any lien, encumbrance or restriction of any nature whatsoever in favour of a third party upon or against the date of this AgreementShares or the Vendor's assets; (e) Vendor is duly incorporated under there has been no act of God, damage, destruction, loss, labour disruption or trouble, or other event (whether or not covered by insurance) materially and adversely affecting any of the laws Assets or the organization, operations, affairs, business, properties, prospects or financial condition or position of Nevada and is a valid and subsisting company in good standing under the laws of NevadaVendor's business operations; (f) the Vendor has holds, and shall transfer to the right Purchasers on the Closing Date, all permits, licences, registrations and authorizations necessary to transfer, convey, option own and assign operate the Assets and carry on its interest in the MANHATTAN Claims to MAX as contemplated in this Agreementbusiness; (g) there the Assets constitute all of the rights, assets and properties that are no adverse claims usually and ordinarily used or challenges against held for use in connection with or to Vendor’s interest in the MANHATTAN Claims nor otherwise related to the knowledge operation of Vendor is there any basis therefor, and to the Vendor’s knowledge, there are no outstanding agreements or options to acquire or purchase the MANHATTAN Claims or any portion thereof's business; (h) the Vendor has the full rightnot, authority directly or indirectly, engaged or entered into any transaction or incurred any liability or obligation which might materially and capacity to enter into this Agreement without first obtaining the consent of adversely affect any other person or body corporate and the consummation of the transaction herein contemplated will not conflict with Assets or result in the organization, operations, affairs, business, properties, prospects or financial condition or position of the Vendor's business (i) there is no indebtedness of the Vendor that might, by operation of law or otherwise, now or hereafter constitute or be capable of forming an encumbrance upon any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which Vendor is a party or to which it is subject; andAssets; (j) no proceedings are pending foraction, and Vendor is unaware suit, judgment, investigation, inquiry, assessment, reassessment, litigation, determination or administrative or other proceeding or arbitration before or of any court, arbitrator or governmental authority is in process, or pending or threatened, against or relating to the Vendor's business or any of the Assets and no state of facts exists which could constitute the basis fortherefor; (k) the Vendor's business complies with all applicable laws, including all environmental, health and safety statutes and regulations; (l) there is no written, verbal or implied agreement, option, understanding or commitment or any right or privilege capable of becoming any of the institution same, for the purchase from the Vendor of its business or any of the Assets, other than purchase orders accepted by the Vendor in the usual and ordinary course of the operation of its business; (m) none of the Assets is in any respect infringing the right of any proceedings which could lead to the placing of Vendor in bankruptcy, person under or in any position similar to bankruptcy. 1.2 The representations and warranties of Vendor set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which MAX has relied in entering into this Agreement and shall survive the acquisition respect of any interest in the MANHATTAN Claims by MAX.patent, design, trade ▇▇▇▇, trade name, copyright or other industrial or intellectual property; and 1.3 Vendor will indemnify MAX from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by Vendor and contained (n) except as disclosed in this Agreement, neither the Vendor nor any of the Shareholders has any information or knowledge of any fact relating to the Vendor's business, the Assets or any indebtedness of the business or the transactions contemplated hereby which might reasonably be expected to affect, materially and adversely, any of the Assets or the organization, operations, affairs, properties, prospects or financial condition or position of the business.

VENDOR'S REPRESENTATIONS. 1.1 The Vendor hereby represents and warrants to MAX the Purchaser that: (a) it is a valid and subsisting corporation under and governed by the beneficial owner laws of New Brunswick and has the MANHATTAN Claims necessary authority, power and holds capacity to enter into this Agreement and carry out the right to explore and develop the MANHATTAN Claims, subject to applicable rules and regulations of the State of Utah and it is, or will be upon closing of the exercise of the Option granted hereunder, also the registered owner of the MANHATTAN Claimstransactions contemplated herein; (b) to this Agreement and its obligations hereunder and the best documents and transactions contemplated herein shall have been authorized by all requisite proceedings and shall constitute legal, valid and binding obligations of the Vendor’s knowledge, Vendor holds and the MANHATTAN Claims free completion of the transaction contemplated by this Agreement will not result in the violation of any of the terms and clear provisions of all liens, charges and claims the constating documents or by-laws of othersthe Vendor; (c) the Vendor has is not now, and shall not at Closing be, a free and unimpeded right non-resident of access to Canada within the MANHATTAN Claims and has use meaning of Section 116 of the MANHATTAN Claims surface for the purposes described hereinIncome Tax Act (Canada); (d) as of the MANHATTAN Claims havedate hereof, there are no leases, licences permitted subleases or rights to use and there are no agreements or options to lease, licenses or, permitted sublease or right to use, with respect to the Property, and there shall be none as at Closing except for the Lease; (e) the Vendor is the sole registered and beneficial owner of the Property; (f) to the best of the Vendor’s 's knowledge, beenthe Vendor has received no notice from any municipal, provincial or will be prior other authority having jurisdiction that the Property or any of its current uses do not comply with any applicable law or regulation; (g) to the closing best of the exercise Vendor's knowledge and belief, and without any further independent investigation or enquiry, the Property has never been used as a dump or waste disposal site and is free from any contaminants and hazardous substances in levels in excess of those permitted by law save as may be expressly stated to the contrary in any environmental site assessment report delivered to the Purchaser pursuant to Section 2.4(b) hereof; (h) to the best of the Option granted hereunder, duly Vendor's knowledge and validly located and recorded in a good and miner-like manner pursuant to belief the laws of the State of Nevada and Permitted Encumbrances are in good standing as of the date hereof and there are no existing material defaults under any of the Permitted Encumbrances; (i) no other entity has any right to purchase the Purchase Assets, or any of them, that is inconsistent with the provisions of this Agreement; (j) the Vendor has received no notice that any expropriation or condemnation proceedings are pending or have been threatened, or that any work order, notice, directive or letter of non-compliance as contemplated in Section 2.5(d) has been issued or is pending, against the Purchase Assets or any part of any of the Purchase Assets; (k) the Vendor has received no notice of any existing litigation, proceeding or judgment relating to or affecting the interests of the Vendor in the State Purchase Assets, and to the best of Nevada the Vendor's knowledge and belief no statement of claim or other notice of such litigation proceeding or judgment has been actually served; (l) the Vendor is not insolvent and has not proposed a compromise or arrangement to its creditors generally, or had any petition for a receiving order in bankruptcy filed against it or taken any proceeding with respect to a compromise or arrangement or to have itself declared bankrupt, insolvent or wound up or to have a receiver appointed over all or any part of its assets or undertaking; (m) as at Closing, all amounts due and payable for services, labour and materials relating to the development, construction, installation, maintenance and repair of the Purchase Assets which are the responsibility of the Vendor or which could give rise to a lien or charge against the Property or the Vendor's interest in any of the Purchase Assets shall have been paid in full, and no one will have a right to claim or file a construction, builders, mechanics or similar lien against the Vendor's interest in any of the Purchase Assets in respect of the payment of any such amounts (the Vendor nevertheless acknowledging that if any such lien is claimed or filed, the Vendor shall be responsible at its expense for removing or vacating same, subject to Section 2.5 (d)); (n) the documents delivered to the Purchaser pursuant to Section 2.4(l) include all of the Contracts (including Warranties) in effect as of the date of this Agreement; copies of the Contracts provided to the Purchaser pursuant thereto are true, complete and accurate copies of such Contracts and include all amendments and supplements thereto; the Vendor has neither given nor received notice of any default under any of the Contracts and to the best of the Vendor's knowledge and belief neither the Vendor nor any other party to any of the Contracts is in material default thereunder; on or before Closing, the Vendor, at its expense, will terminate all contracts and agreements affecting the Property other than those Contracts specified by the Purchaser in any Notice delivered pursuant to Section 3.5 and other than any Contract entered into after the Due Diligence Date and prior to Closing with the Purchaser's consent in accordance with Section 6.1; (eo) prior to Closing, the Vendor is duly incorporated under will terminate the laws employment of Nevada any and is a valid all employees employed by the Vendor in connection with its ownership, management or operation of the Property (collectively the "Employees"); the Purchaser will have no obligation to assume and subsisting company will not by reason of completion of the transaction contemplated by this Agreement, assume or become liable for any obligations in good standing under respect of any Employees and the laws of NevadaVendor on Closing shall indemnify and hold harmless the Purchaser from and against any and all such liabilities and obligations; (fp) Vendor to the best of the Vendor's knowledge and belief the Deliveries set out in Section 2.4 are accurate full and correct in all respects and, no material information relating to the Purchase Assets has the right to transfer, convey, option and assign its interest in the MANHATTAN Claims to MAX as contemplated in this Agreementbeen knowingly omitted or withheld; (gq) there are is no adverse claims or challenges against or property management agreement affecting the Property that is to Vendor’s interest in be assumed by the MANHATTAN Claims nor to the knowledge of Vendor is there any basis therefor, and to Vendor’s knowledge, there are no outstanding agreements or options to acquire or purchase the MANHATTAN Claims or any portion thereof; (h) Vendor has the full right, authority and capacity to enter into this Agreement without first obtaining the consent of any other person or body corporate and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which Vendor is a party or to which it is subjectPurchaser; and (jr) no proceedings are pending for, and Vendor by that date which is unaware of any basis forfive (5) Business Days prior to Closing, the institution of any proceedings which could lead Vendor shall deliver to the placing Purchaser an executed Estoppel Certificate, which Estoppel Certificate shall have been dated no earlier than five (5) Business Days prior to the date of Vendor in bankruptcy, or in any position similar its delivery to bankruptcythe Purchaser and which shall include a provision to the effect that the Lease shall only take effect on Closing. 1.2 The representations and warranties of Vendor set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which MAX has relied in entering into this Agreement and shall survive the acquisition of any interest in the MANHATTAN Claims by MAX. 1.3 Vendor will indemnify MAX from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by Vendor and contained in this Agreement.

VENDOR'S REPRESENTATIONS. 1.1 17.1 The Vendor hereby covenants undertakes warrants and represents to and warrants to MAX that: with the Purchaser (a) and it is 11erebyacknowledged that the beneficial owner of the MANHATTAN Claims and holds the right to explore and develop the MANHATTAN Claims, subject to applicable rules and regulations of the State of Utah and it is, or will be upon closing of the exercise of the Option granted hereunder, also the registered owner of the MANHATTAN Claims; (b) to the best of Vendor’s knowledge, Vendor holds the MANHATTAN Claims free and clear of all liens, charges and claims of others; (c) Vendor Purchaser has a free and unimpeded right of access to the MANHATTAN Claims and has use of the MANHATTAN Claims surface for the purposes described herein; (d) the MANHATTAN Claims have, to the best of Vendor’s knowledge, been, or will be prior to the closing of the exercise of the Option granted hereunder, duly and validly located and recorded in a good and miner-like manner pursuant to the laws of the State of Nevada and are in good standing in the State of Nevada as of the date of this Agreement; (e) Vendor is duly incorporated under the laws of Nevada and is a valid and subsisting company in good standing under the laws of Nevada; (f) Vendor has the right to transfer, convey, option and assign its interest in the MANHATTAN Claims to MAX as contemplated in this Agreement; (g) there are no adverse claims or challenges against or to Vendor’s interest in the MANHATTAN Claims nor to the knowledge of Vendor is there any basis therefor, and to Vendor’s knowledge, there are no outstanding agreements or options to acquire or purchase the MANHATTAN Claims or any portion thereof; (h) Vendor has the full right, authority and capacity agreed to enter into this Agreement without first obtaining on the consent basis of and in full reliance upon the following covenants undertakings warranties and representations):- 17.1.1 that the Vendor is the registered and beneficial owner of the Property and have full power and authority to sell the same; 17.1.2 that tile Property is free from all Encumbrances save for those made know herein and no impediment exists which would impede affect or obstruct the registration of the Memoranda of Transfer from the Vendor to the Purchaser; 17.1.3 that all express and implied conditions of title affecting the Property have been Fully complied with; 17.1.4 that there is no pending legal proceedings and/or claims against the Vendor which may affect in any way the Vendor's title to or the Vendor's rights to dispose the Property; 17.1.5 that the Vendor is not a wound up company nor is aware of any winding up petition instituted against, or resolutions passed for the winding up of, the Vendor; 17.1.6 that the Vendor has the absolute and unfettered right to enter into this Agrel3ment and to transfer the Property to the Purchaser upon the terms of thi:3Agreement, and it has not contravened and will not contravene any laws :Malaysia or its Memoranda and Articles of Association by entering into and performing this Agreement; 17.1.7 that the Vendor has not entered into any management agreement with a third party in respect of the management of the Property; 17.1.8 that the statements set out in the recitals to this Agreement are true and accurate in all respects; 17.1.9 that the Vendor is selling the Property to the Purchaser on an as is where is ba:;is; 17.1.10 save as has been disclosed, the Vendor is not engaged in any litigation, arbitration or regulatory proceedings or prosecution for any criminal offenses, whether pending or threatened, which relate to the Property and Assets;. 17.1.11 all quit rents, rates, assessments and other person or body corporate lawful outgoings due to the relevant authorities in respect of the Property as at the date of this Agreement have been fully paid and up to and including the date of payment of the full Purchase Price shall be fully paid by the Vendor and the consummation V'3ndor shall not at any time hereafter up to and including the date of payment of the transaction herein contemplated will not conflict with full Purchase Price do or result suffer to be done or commit any act, matter or thing in or in respect of the Property which may render the Property or any breach of any covenants part thereof liable to forfeiture or agreements contained in, attachment or constitute a default under, or result in the creation of any encumbrance under which shall Contravene the provisions of any indenture, agreement or other instrument whatsoever existing legislation up to which the date of payment of the full Purchase Price; 17.1.12 the Vendor is a party or has insured and will continue to which it is subjectinsure the Property and Assets sup to the date of completion and not thereafter; and (j) 17.1.13 there are no proceedings are pending for, outstanding notices which would adversely affect the Vendor's interest in the Property or Assets or any part thereof that have been served upon the Vendor in respect of the Property and Vendor is unaware Assets and that a I fines penalties levies and impositions of any basis for, nature whatsoever in respect of the institution of any proceedings which could lead to the placing of Vendor in bankruptcy, or in any position similar to bankruptcyProperty and Assets have been fully paid and settled. 1.2 17.2 The representations Vendor hereby E:.xpresslyagrees and warranties of Vendor set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which MAX has relied in acknowledges that the Purchaser is entering into this Agreement and agreeing to purchase the Property in reliance upon the covenants, undertakings, representations, declaration set forth and herein contained and the Purchaser may treat the same as conditions of this Agreement and that none of the said covenants, undertakings, declarations, representations shall be deemed in any way modified or discharged by the completion of this sale and purchase transaction. 17.3 The parties hereto further hereby agree that the truth and correctness on all matters stated in the covenants, undertakings, representations, declarations hereinabove contained are accurate this Agreement and shall form the basis of the Vendor's and the Purchaser's agreement to the sale and purchase of the Property. 17.4 Each representation and warranty shall survive the acquisition execution of any interest in this Agreement and shall be deemed to have b'3en reiterated as at the MANHATTAN Claims by MAXdate of payment of the full Purchase Price. 1.3 Vendor will indemnify MAX from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by Vendor and contained in this Agreement.

VENDOR'S REPRESENTATIONS. 1.1 5.1 The Vendor represents hereby represents, warrants and warrants convents to MAX and with the Purchaser that: (a) it a. the vendor is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and the laws of those jurisdictions in which the Vendor is required to be registered; b. the Vendor has all requisite power and authority to enter into this Agreement and to perform the Vendor’s obligations under this Agreement, including, without restriction, the power and authority to sell and convey, pursuant to the terms hereof, all legal and beneficial owner title to the Assets owned by or attribute to Rally Energy Corp.; c. the execution and delivery of the MANHATTAN Claims Agreement and holds each and every agreement or document to be executed and delivered hereunder and the right to explore and develop the MANHATTAN Claims, subject to applicable rules and regulations consummation of the State transactions contemplated herein will not violate, nor be in conflict with, any provision of Utah and it isany agreement or instrument to which the Vendor is a party or is bound, or will be upon closing any judgment, decree, order, statute, rule or regulation applicable to the Vendor or of the exercise constating documents or bylaws of the Option granted hereunderVendor; d. this Agreement has been duly executed and delivered by the Vendor and all documents required hereunder to be executed and delivered by the Vendor shall have been duly executed and delivered and this Agreement and such documents constitute legal, also the registered owner valid and binding obligations of the MANHATTAN ClaimsVendor enforceable in accordance with their respective terms; (b) e. the Vendor has not incurred any obligation or liability contingent or otherwise, for brokers’ and finders’ fees in respect of this transaction for which the Purchaser shall have any obligation or liability; f. the Vendor does represent and warrant that it has done no act or thing, nor is aware of any act or thing having been done, whereby any of its interest in and to the best of Vendor’s knowledgeAssets may be reduced, Vendor holds cancelled or determined, nor has it encumbered or alienated the MANHATTAN Claims Assets or any interest therein except for Permitted Encumbrances, and that the Assets are free and clear of all liens, charges encumbrances, adverse claims, demands and claims of othersroyalties created by, through or under the Vendor, except as expressly set forth in Schedule “A” and Schedule “B” and Permitted Encumbrances; (c) Vendor has a free and unimpeded right of access to the MANHATTAN Claims and has use of the MANHATTAN Claims surface for the purposes described herein; (d) the MANHATTAN Claims have, g. to the best of the Vendor’s knowledge, beeninformation and belief no act or omission has occurred whereby the Vendor is, or will be would be, in default under the terms of any applicable governmental rules or regulations, any Lease or any agreement pertaining to the Assets, where such default would impact materially and adversely upon the Assets, or any of them; h. there are no charges, claims or actions in existence, or to the best of the Vendor’s knowledge, information and belief contemplated or threatened against or with respect to the Assets; i. the Assets are not subject to any pre-emptive or preferential rights of purchase by any third party except as set forth in Schedule “A” and Schedule “B”; j. to the best of the Vendor’s knowledge, information and belief, all royalties and all ad valorem, property, production, severance and similar taxes and Assessments based on, or measured by, the Vendor’s ownership of the Assets, or the production if Petroleum Substances or the receipt of proceeds therefrom payable by the Vendor for assessment periods prior to the closing Effective Date have been properly paid or provided for; k. the Vendor is not aware of, has not received and is not otherwise aware of the exercise of the Option granted hereunderany matter or event that it reasonably believes could give rise to: i. any orders or directives under any applicable governmental statute, duly regulation or order which relate to environmental matters and validly located and recorded in a good and miner-like manner pursuant which require any work, repairs, construction or capital expenditures with respect to the laws Assets, where such orders or directives have not been complied with all material respects; and ii. any demand or notice issued under any applicable governmental statute, regulation or order with respect to the breach of and environmental health or safety law applicable to the State Assets, including, without limitation, any rules or regulations respecting the use, storage, treatment, transportation or disposition of Nevada and are in good standing in environmental contaminants, which demand or notice remains outstanding on the State of Nevada Closing Date; except as of have been specifically disclosed by the date Vendor, by written notice to the Purchaser prior to execution of this Agreement; (e) Vendor is duly incorporated under the laws of Nevada and is a valid and subsisting company in good standing under the laws of Nevada; (f) Vendor has the right to transfer, convey, option and assign its interest in the MANHATTAN Claims to MAX as contemplated in this Agreement; (g) there are no adverse claims or challenges against or to Vendor’s interest in the MANHATTAN Claims nor l. to the knowledge best of Vendor is there any basis therefor, and to the Vendor’s knowledge, information and belief no part of the Lands is subject to any drilling obligations which have accrued prior to the execution and delivery hereof and which have not been temporarily or permanently waived, saving and excepting those which have been disclosed to the purchaser prior to the execution hereof; m. to the best of the Vendor’s knowledge, information and belief there are no authorizations for expenditure pursuant to which expenditures are or may be made, nor any other financial commitments which are outstanding or due or thereafter may become due, other than rentals, in respect of the Assets, or operations in respect thereof, other than those which have been incurred or undertaken by the Vendor in the ordinary course of business and which shall have been disclosed in writing to the Purchaser prior to the execution hereof; n. subject to the rents, covenants, conditions and stipulations in the Leases and any agreements pertaining to the Assets and on the lessee’s or holder’s part thereunder to be paid, performed and observed, the Purchaser may enter into and upon, hold and enjoy the Assets for the residue of their respective terms and all renewals or extensions thereof for the Purchaser’s own use and benefit whomsoever claiming by, through or under the Vendor and the Vendor binds itself to warrant and define all and singular the Assets against all persons whomsoever claiming or to claim the same or any part thereof or any interest therein by, through or under the Vendor; o. to the best of the Vendor’s knowledge, information and belief, the W▇▇▇▇ are not subject to a production penalty whereby the production proceeds allocable to the Vendor’s interest are payable to a third party until an amount calculated in respect of certain costs and expenses paid by such third party are recovered by such third party, except as disclosed in Schedule “A and Schedule “B”; hereto p. to the best of the Vendor’s knowledge, information and belief, except as disclosed in Schedule “A” and Schedule “B” hereto, the Petroleum and Natural Gas Rights are not subject by virtue of the conversion or other alteration of the interest of any third party under existing agreements created by through or under it or of which it has knowledge. q. to the best of the Vendor’s knowledge, information and belief, the Vendor has been receiving the share of the net proceeds of production from the Assets attributable to its interest as shown on Schedule “A” and Schedule “B” hereto, and no person is currently claiming that the Vendor is not entitled to such amounts, with the possible exception of claims of accounting errors which do not challenge the percentage share of revenues to which the Vendor is entitled and which are not material; r. to the best of the Vendor’s knowledge, information and belief there are no agreements or options arrangements (commonly known as a gas balancing, swaps, over-production or underlift-overlift agreements or arrangements) which area among two or more persons owning interests in a portion of the Lands or lands Pooled or unitized therewith, nor has there been any circumstances or case whereby one of such Persons has taken, or may hereafter take, a share of the production of Petroleum Substances from such lands greater that it would Otherwise be entitled to acquire be virtue of its interest in such Lands and which excess taking entitles the other persons to accredit in respect of subsequent production from such lands by which the Vendor is bound and which pertain to the Assets; s. to the best of the Vendor’s knowledge, information and belief, all w▇▇▇▇ on the lands have been, in all material respects, drilled and, if completed, completed and operated in accordance with generally accepted oil and gas industry practices and, in all material respects, in compliance with all applicable statues, rules and regulations; t. to the best of the Vendor’s knowledge, information and belief, the Tangibles have been constructed, installed, maintained and operated in accordance with generally accepted engineering practices, good oil and gas field practices and in compliance with all applicable statutes, rules and regulations; u. the Vendor has made all reasonable inquires and searches for material documents and information, and to the best of its knowledge, it has delivered or purchase made available to Purchaser all documents, instruments, records and books relevant to its title to the MANHATTAN Claims Lands and Leases in its possession; v. to the best if the Vendor’s knowledge, information and belief, no Workers Compensation Board or similar authority possesses or is entitled to a charge on or a lien against the Assets or any portion thereofof them created directly by it; (h) w. the Vendor has the full right, authority and capacity obtained all regulatory approvals required to enter into this Agreement without first obtaining the consent of any other person or body corporate and the be obtained by it in order to effect consummation of the transaction herein transactions contemplated will in this agreement, other than approvals for the transfer of well licenses and permits for the operation of facilities and other approvals and consents normally obtained after closing.; x. the Vendor has not conflict with incurred any obligations or result liability, contingent or otherwise, in any breach respect of the termination of the employment of, or retainer of any covenants employee or agreements contained inconsultant employed or retained by the Vendor in respect of the Assets, for which the Purchaser shall have any obligation or constitute a default underliability, which obligation or result liability would include, without restriction, severance pay or pay in lieu of notice. 5.2 The Vendor makes no representations or warranties to the creation of any encumbrance under Purchaser in addition to those expressly enumerated in Clause 5.1. Except and to the provisions of any indenture, agreement or other instrument whatsoever to which Vendor is a party or to which it is subject; and (j) no proceedings are pending for, and Vendor is unaware of any basis forextent provided for in Clause 5.1, the institution of Vendor does not make any proceedings which could lead to Representations or Warranties with respect to: a. any data or information supplied by the placing of Vendor in bankruptcy, or in any position similar to bankruptcy. 1.2 The representations and warranties of Vendor set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which MAX has relied in entering into this Agreement and shall survive the acquisition of any interest in the MANHATTAN Claims by MAX. 1.3 Vendor will indemnify MAX from all loss, damage, costs, actions and suits arising out of or in connection with the Assets; b. the quality, quantity or recoverability or deliverability of Petroleum Substances within or under the Lands or any breach lands pooled or unitized therewith; c. the value if the Assets, production rates in the future cash flow therefrom or the availability or the continued availability of transportation to sell the petroleum substances; d. the quality, condition, fitness or merchantability of any representationtangible depreciable equipment or property, warrantyinterests in which are comprised in the Assets; e. any environmental matters relating to the assets; f. any engineering, covenant, agreement geological or condition made by Vendor and contained in this Agreementother interpretations or evaluations respecting the Assets.

VENDOR'S REPRESENTATIONS. 1.1 The Vendor represents and warrants to MAX the Purchaser now and at the closing that: (a) it the Vendor is a company duly incorporated under the beneficial owner Corporations Act of Newfoundland and Labrador and is duly organized, validly exists and is in good standing under the MANHATTAN Claims laws of Newfoundland and holds the right to explore and develop the MANHATTAN Claims, subject to applicable rules and regulations of the State of Utah and it is, or will be upon closing of the exercise of the Option granted hereunder, also the registered owner of the MANHATTAN ClaimsLabrador; (b) the Vendor have good and sufficient right and authority to enter into this Agreement on the terms and conditions herein set forth and to transfer the legal title and beneficial ownership of the Shares to the best Purchaser; (c) the Vendor has good and marketable title to the Assets, all of Vendor’s knowledge, Vendor holds the MANHATTAN Claims which are free and clear of all liens, charges and claims encumbrances, and all of others; (c) Vendor has a free and unimpeded right which Assets are in the possession of access to or under the MANHATTAN Claims and has use control of the MANHATTAN Claims surface for the purposes described hereinVendor; (d) the MANHATTAN Claims have, to the best performance of Vendor’s knowledge, been, or this Agreement will not be prior to the closing in violation of the exercise Memorandum or Articles of the Option granted hereunder, duly and validly located and recorded in a good and miner-like manner pursuant Vendor or any of Agreement to the laws which any of the State of Nevada Vendor is a party and are in good standing will not give any person or Vendor any right to terminate or cancel any agreement or any right enjoyed by the Vendor and will not result in the State creation or imposition of Nevada as any lien, encumbrance or restriction of any nature whatsoever in favour of a third party upon or against the date of this AgreementShares or the Vendor's assets; (e) Vendor is duly incorporated under there has been no act of God, damage, destruction, loss, labour disruption or trouble, or other event (whether or not covered by insurance) materially and adversely affecting any of the laws Assets or the organization, operations, affairs, business, properties, prospects or financial condition or position of Nevada and is a valid and subsisting company in good standing under the laws of NevadaVendor's business operations; (f) the Vendor has holds, and shall transfer to the right Purchasers on the Closing Date, all permits, licences, registrations and authorizations necessary to transfer, convey, option own and assign operate the Assets and carry on its interest in the MANHATTAN Claims to MAX as contemplated in this Agreementbusiness; (g) there the Assets constitute all of the rights, assets and properties that are no adverse claims usually and ordinarily used or challenges against held for use in connection with or to Vendor’s interest in the MANHATTAN Claims nor otherwise related to the knowledge operation of Vendor is there any basis therefor, and to the Vendor’s knowledge, there are no outstanding agreements or options to acquire or purchase the MANHATTAN Claims or any portion thereof's business; (h) the Vendor has the full rightnot, authority directly or indirectly, engaged or entered into any transaction or incurred any liability or obligation which might materially and capacity to enter into this Agreement without first obtaining the consent of adversely affect any other person or body corporate and the consummation of the transaction herein contemplated will not conflict with Assets or result in the organization, operations, affairs, business, properties, prospects or financial condition or position of the Vendor's business; (i) there is no indebtedness of the Vendor that might, by operation of law or otherwise, now or hereafter constitute or be capable of forming an encumbrance upon any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which Vendor is a party or to which it is subject; andAssets; (j) no proceedings are pending foraction, and Vendor is unaware suit, judgment, investigation, inquiry, assessment, reassessment, litigation, determination or administrative or other proceeding or arbitration before or of any court, arbitrator or governmental authority is in process, or pending or threatened, against or relating to the Vendor's business or any of the Assets and no state of facts exists which could constitute the basis fortherefor; (k) the Vendor's business complies with all applicable laws, including all environmental, health and safety statutes and regulations; (l) there is no written, verbal or implied agreement, option, understanding or commitment or any right or privilege capable of becoming any of the institution same, for the purchase from the Vendor of its business or any of the Assets, other than purchase orders accepted by the Vendor in the usual and ordinary course of the operation of its business; (m) none of the Assets is in any respect infringing the right of any proceedings which could lead to the placing of Vendor in bankruptcy, person under or in any position similar to bankruptcy. 1.2 The representations and warranties of Vendor set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which MAX has relied in entering into this Agreement and shall survive the acquisition respect of any interest in the MANHATTAN Claims by MAX.patent, design, trade ▇▇▇▇, trade name, copyright or other industrial or intellectual property; and 1.3 Vendor will indemnify MAX from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by Vendor and contained (n) except as disclosed in this Agreement, neither the Vendor nor any of the Shareholders has any information or knowledge of any fact relating to the Vendor's business, the Assets or any indebtedness of the business or the transactions contemplated hereby which might reasonably be expected to affect, materially and adversely, any of the Assets or the organization, operations, affairs, properties, prospects or financial condition or position of the business.

VENDOR'S REPRESENTATIONS. 1.1 The Vendor represents and warrants to MAX Alberta Star that: (a) it The Vendor is the beneficial owner of the MANHATTAN Claims Claim and holds the right to transfer title to the Claim and to explore and develop the MANHATTAN Claims, subject to applicable rules and regulations of the State of Utah and it is, or will be upon closing of the exercise of the Option granted hereunder, also the registered owner of the MANHATTAN ClaimsClaim; (b) to the best of Vendor’s knowledge, The Vendor holds the MANHATTAN Claims Claim free and clear of all liens, charges and claims of others; (c) , and the Vendor has a free and unimpeded right of access to the MANHATTAN Claims Claim and has use of the MANHATTAN Claims Claim surface for the purposes described hereinherein purposes; (dc) the MANHATTAN Claims have, to the best of Vendor’s knowledge, been, or will be prior to the closing of the exercise of the Option granted hereunder, The Claim has been duly and validly located and recorded in a good and miner-like manner pursuant to the laws of the State of Nevada Northwest Territories and are in good standing in the State of Nevada Northwest Territories as of the date of this Agreement; (ed) Vendor is duly incorporated under the laws of Nevada and is a valid and subsisting company in good standing under the laws of Nevada; (f) Vendor has the right to transfer, convey, option and assign its interest in the MANHATTAN Claims to MAX as contemplated in this Agreement; (g) there There are no adverse claims or challenges against or to the Vendor’s interest in 's ownership of or title to the MANHATTAN Claims Claim nor to the knowledge of the Vendor is there any basis therefor, and to Vendor’s knowledge, there are no outstanding agreements or options to acquire or purchase the MANHATTAN Claims Claim or any portion thereof; (he) The Vendor has the full right, authority and capacity to enter into this Agreement without first obtaining the consent of any other person or body corporate and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which the Vendor is a party or by which he is bound or to which it he is subject; and (jf) no No proceedings are pending for, and the Vendor is unaware of any basis for, the institution of any proceedings which could lead to the placing of the Vendor in bankruptcy, or in any position similar to bankruptcy. 1.2 The representations and warranties of the Vendor set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which MAX Alberta Star has relied in entering into this Agreement and shall survive the acquisition of any interest in the MANHATTAN Claims Claim by MAXAlberta Star. 1.3 The Vendor will indemnify MAX Alberta Star from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by the Vendor and contained in this Agreement. 1.4 The Vendor acknowledges and agrees that Alberta Star has entered into this Agreement relying on the warranties and representations and other terms and conditions of this Agreement and that no information which is now known or which may hereafter become known to Alberta Star shall limit or extinguish the right to indemnity hereunder, and, in addition to any other remedies it may pursue, Alberta Star may deduct the amount of any such loss or damage from any amounts payable by it to the Vendor hereunder.

VENDOR'S REPRESENTATIONS. 1.1 The Vendor represents and warrants to MAX the Purchaser that: (a) it The Vendor is the registered and beneficial owner of the MANHATTAN Claims Claim and holds the right to transfer title to the Claim and to explore and develop the MANHATTAN Claims, subject to applicable rules and regulations of the State of Utah and it is, or will be upon closing of the exercise of the Option granted hereunder, also the registered owner of the MANHATTAN ClaimsClaim; (b) to the best of Vendor’s knowledge, The Vendor holds the MANHATTAN Claims Claim free and clear of all liens, charges and claims claim of others; (c) , and the Vendor has a free and unimpeded right of access to the MANHATTAN Claims Claim and has use of the MANHATTAN Claims Claim surface for the purposes described hereinherein purposes; (dc) the MANHATTAN Claims have, to the best of Vendor’s knowledge, been, or will be prior to the closing of the exercise of the Option granted hereunder, The Claim has been duly and validly located and recorded in a good and miner-like manner pursuant to the laws of the State of Nevada Ontario and are is in good standing in the State of Nevada Ontario as of the date of this Agreement; (ed) Vendor is duly incorporated under the laws of Nevada and is a valid and subsisting company in good standing under the laws of Nevada; (f) Vendor has the right to transfer, convey, option and assign its interest in the MANHATTAN Claims to MAX as contemplated in this Agreement; (g) there There are no adverse claims or challenges against or to the Vendor’s interest in 's ownership of or title to the MANHATTAN Claims Claim nor to the knowledge of the Vendor is there any basis therefortherefore, and to Vendor’s knowledge, there are no outstanding agreements or options to acquire or purchase the MANHATTAN Claims Claim or any portion thereof; (he) The Vendor has the full right, authority and capacity to enter into this Agreement without first obtaining the consent of any other person or body corporate and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which the Vendor is a party or by which he is bound or to which it he is subject; and (jf) no No proceedings are pending for, and the Vendor is unaware of any basis for, the institution of any proceedings which could lead to the placing of either Vendor in bankruptcy, or in any position similar to bankruptcy. 1.2 The representations and warranties of the Vendor set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which MAX the Purchaser has relied in entering into this Agreement and shall survive the acquisition of any interest in the MANHATTAN Claims Claim by MAXthe Purchaser. 1.3 Vendor will indemnify MAX from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by Vendor and contained in this Agreement.

VENDOR'S REPRESENTATIONS. 1.1 The Vendor represents and warrants to MAX the Purchaser that: (a) it The Vendor is the registered and beneficial owner of the MANHATTAN Claims Property and holds the right to transfer title to the Property and to explore and develop the MANHATTAN Claims, subject to applicable rules and regulations of the State of Utah and it is, or will be upon closing of the exercise of the Option granted hereunder, also the registered owner of the MANHATTAN ClaimsProperty; (b) to the best of Vendor’s knowledge, The Vendor holds the MANHATTAN Claims Property free and clear of all liens, charges and claims of others; (c) , and the Vendor has a free and unimpeded right of access to the MANHATTAN Claims Property and has use of the MANHATTAN Claims Property surface for the purposes described hereinherein purposes; (dc) the MANHATTAN Claims have, to the best of Vendor’s knowledge, been, or will be prior to the closing of the exercise of the Option granted hereunder, The Property have been duly and validly located and recorded in a good and miner-like manner pursuant to the laws of the State of Nevada British Columbia and are in good standing in the State of Nevada British Columbia as of the date of this Agreement; (ed) Vendor is duly incorporated under the laws of Nevada and is a valid and subsisting company in good standing under the laws of Nevada; (f) Vendor has the right to transfer, convey, option and assign its interest in the MANHATTAN Claims to MAX as contemplated in this Agreement; (g) there There are no adverse claims or challenges against or to the Vendor’s interest in 's ownership of or title to any of the MANHATTAN Claims Property nor to the knowledge of the Vendor is there any basis therefor, and to Vendor’s knowledge, there are no outstanding agreements or options to acquire or purchase the MANHATTAN Claims Property or any portion thereof; (he) The Vendor has the full right, authority and capacity to enter into this Agreement without first obtaining the consent of any other person or body corporate and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which the Vendor is a party or by which he is bound or to which it he is subject; and (jf) no No proceedings are pending for, and the Vendor is unaware of any basis for, the institution of any proceedings which could lead to the placing of either Vendor in bankruptcy, or in any position similar to bankruptcy. 1.2 The representations and warranties of the Vendor set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which MAX the Purchaser has relied in entering into this Agreement and shall survive the acquisition of any interest in the MANHATTAN Claims Property by MAXthe Purchaser. 1.3 Vendor will indemnify MAX from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by Vendor and contained in this Agreement.

VENDOR'S REPRESENTATIONS. 1.1 Vendor Each Vendor, severally but not jointly, hereby represents and warrants to MAX thatPurchaser as follows: (a) it The Vendor is the beneficial owner of the MANHATTAN Claims and holds the right to explore and develop the MANHATTAN Claims, subject to applicable rules and regulations of the State of Utah and it is, or will be upon closing of the exercise of the Option granted hereunder, also the registered owner of (and, if an entity other than a corporation, otherwise controls) the MANHATTAN Claims; (b) to the best of Vendor’s knowledge, Vendor holds the MANHATTAN Claims Shares free and clear of all liens, charges charges, encumbrances and claims any other rights of others;. (b) The Vendor has the power, authority and right to enter into and deliver this Agreement and to transfer the legal and beneficial title and ownership of the Shares to the Purchaser free and clear of all liens, charges, encumbrances and any other rights of others. (c) This Agreement constitutes a valid and legally binding obligation of the Vendor, enforceable against the Vendor has a free in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization and unimpeded right other laws of access general application limiting the enforcement of creditors’ rights generally and to the MANHATTAN Claims and has use fact that specific performance is an equitable remedy available only in the discretion of the MANHATTAN Claims surface for the purposes described herein;court. (d) There is no contract, option or any other right of another binding upon or which at any time in the MANHATTAN Claims havefuture may become binding upon the Vendor to sell, to the best transfer, assign, pledge, charge, mortgage or in any other way dispose of Vendor’s knowledge, been, or will be prior to the closing encumber any of the exercise of the Option granted hereunder, duly and validly located and recorded in a good and miner-like manner Shares other than pursuant to the laws of the State of Nevada and are in good standing in the State of Nevada as of the date provisions of this Agreement;. (e) Neither the entering into nor the delivery of this Agreement nor the completion of the transactions contemplated hereby by the Vendor is duly incorporated under will result in the violation of: (i) any of the provisions of the constating documents or by-laws of Nevada and is a valid and subsisting company in good standing under any of the laws of NevadaVendor, as applicable; (fii) Vendor has the right to transfer, convey, option and assign its interest in the MANHATTAN Claims to MAX as contemplated in this Agreement; (g) there are no adverse claims or challenges against or to Vendor’s interest in the MANHATTAN Claims nor to the knowledge of Vendor is there any basis therefor, and to Vendor’s knowledge, there are no outstanding agreements or options to acquire or purchase the MANHATTAN Claims or any portion thereof; (h) Vendor has the full right, authority and capacity to enter into this Agreement without first obtaining the consent of any other person or body corporate and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which the Vendor is a party or by which the Vendor is bound; or (iii) any Applicable Law. (f) Each Option 2 Vendor is either: (i) not a “person in the United States” and is “outside the United States” within the meaning of Rule 902(h) of Regulation S, or (ii) an “accredited investor” for purposes of the Regulation D to which it the Securities Act, in either case as indicated on the Purchase Price Schedule. (g) Each Option 2 Vendor is subject; andacquiring the shares of Closing Stock and Earn-Out Stock for investment for such Option 2 Vendor’s own account. (h) Without limiting the representations, warranties and covenants of the Purchaser pursuant to Sections 2.06(4) and 3.04(e) of this Agreement, each Option 2 Vendor understands and acknowledges that the offering of the shares of Closing Stock and Earn-Out Stock pursuant to this Agreement will not be registered under the Securities Act (or qualified under any applicable blue sky laws), and that the Purchaser’s reliance upon such exemptions is predicated upon such Option 2 Vendor’s representations set forth in this Agreement. (i) Each Option 2 Vendor acknowledges and understands that the shares of Closing Stock and Earn-Out Stock must be held until such shares are subsequently registered under the Securities Act and qualified under the law (or other applicable blue sky laws) or an exemption from such registration and such qualification is available. (j) Each Option 2 Vendor (i) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of such Option 2 Vendor’s prospective investment in the shares of Closing Stock and Earn-Out Stock; (ii) has the ability to bear the economic risks of such Option 2 Vendor’s prospective investment; (iii) has been furnished with and has had access to such information as such Option 2 Vendor has considered necessary to make a determination as to the investment in such shares together with such additional information as is necessary to verify the accuracy of the information supplied; (iv) has had all questions which have been asked by such Option 2 Vendor satisfactorily answered by the Purchaser; and (v) has not been offered such shares by any form of advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any such media. Each Founder severally but not jointly, hereby represents and warrants to Purchaser as follows with respect to such Founder’s Founder Holdco: (k) The Founder Holdco is a corporation duly incorporated, organized and subsisting under the laws of Canada with the corporate power to own its assets and to carry on its business and has made all necessary filings under all applicable corporate, securities and taxation laws or any other Applicable Laws. (l) The authorized capital of the Founder Holdco consisted at all times solely of the shares described in Section 2.01, all of which were validly issued in compliance with all applicable securities and other Applicable Laws and were outstanding as fully paid and non-assessable immediately prior to the Amalgamation. (m) The corporate records and minute books of the Founder Holdco are accurate, complete and up-to-date in all material respects. (n) All of the issued and outstanding shares of the Founder Holdco immediately prior to the Amalgamation were beneficially owned by and registered in the names and amounts set forth on Schedule 3.02(n). There are no proceedings are pending for(i) equity securities or other securities bearing voting or other equity rights, whether contingent or not, of the Founder Holdco outstanding; (ii) preemptive rights, subscriptions, puts, options, warrants, calls, commitments or other rights, contractual or otherwise, to purchase or acquire any capital stock or equity securities from the Founder Holdco to which the Founder Holdco is a party or by which the Founder Holdco is bound; or (iii) agreement or commitment by which the Founder Holdco is, or may become, bound to issue any additional equity interests or any options, warrants or other rights with respect thereto, or any securities convertible or exchangeable into any equity interests. (o) The Founder Holdco has the power, authority and right to enter into and effect the Amalgamation. (p) This documents by which the Amalgamation was authorized and effected constitute valid and legally binding obligations of the Founder Holdco and their shareholders, enforceable against them in accordance with their terms subject to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors’ rights generally and to the fact that specific performance is an equitable remedy available only in the discretion of the court. (q) Neither the authorization nor the completion of the Amalgamation will result in the violation of: (i) any of the provisions of the constating documents or by-laws of the Founder Holdco; (ii) any agreement or other instrument to which the Founder, the Founder Holdco or the Founder Trust is a party or by which he or it is bound; or (iii) any Applicable Law. (r) The Founder Holdco at no time held any assets or rights other than the shares of the Corporation held by it, and Vendor is unaware was at no time party to any agreement of any basis forkind, other than the institution Corporation’ shareholders’ agreement. (s) The Founder Holdco never engaged in any trade or business or had revenue, employees or operations of any proceedings which could lead to kind, and at the placing time of Vendor in bankruptcythe Amalgamation, had no liabilities, contingent or otherwise, of any kind whatsoever. (t) The Founder Holdco has paid all Taxes ever payable by it and has no further Tax liabilities of any kind, or in any position similar obligation to bankruptcyfile any Tax returns. 1.2 The representations and warranties of Vendor set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which MAX has relied in entering into this Agreement and shall survive the acquisition of any interest in the MANHATTAN Claims by MAX. 1.3 Vendor will indemnify MAX from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by Vendor and contained in this Agreement.

VENDOR'S REPRESENTATIONS. 1.1 The Vendor represents hereby makes the following representations and warrants warranties to MAX thatWhistler, each of which is true and correct as of the date hereof and each of which shall survive the closing of the transaction described herein: (a) it is The Vendor owns an undivided 100% interest in the beneficial owner of the MANHATTAN Claims and holds the right to explore and develop the MANHATTAN ClaimsProperty, subject to applicable rules and regulations of the State of Utah and it is, or will be upon closing of the exercise of the Option granted hereunder, also the registered owner of the MANHATTAN Claims; (b) to the best of Vendor’s knowledge, Vendor holds the MANHATTAN Claims free and clear of all liens, charges and claims of others;any encumbrances other than the following: (ci) Vendor has a free and unimpeded right of access to the MANHATTAN Claims and has use of the MANHATTAN Claims surface mortgage for the purposes described herein; (d) the MANHATTAN Claims have, to the best of Vendor’s knowledge, been, or will be prior to the closing of the exercise of the Option granted hereunder, duly and validly located and recorded in a good and miner-like manner pursuant to the laws of the State of Nevada and are in good standing in the State of Nevada no more than $3,150,000 as of the date of this Agreement;agreement held by Commercial Federal Bank ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Blvd., Lakewood, Colorado, 80226; and (eii) various lease agreements between the Vendor and certain lessees of various dates, copies of which the Vendor has provided to Whistler. (b) The Vendor is a body corporate, duly incorporated under the laws of Nevada and is a valid and subsisting company in good standing under the laws of the State of Nevada, and has the full power, authority, right and capacity to own and dispose of the Property, to execute and deliver this Agreement and to complete the transactions contemplated hereby; (c) The execution of this Agreement will not constitute or result in the breach or default under any other agreement or arrangement to which the Vendor is a party; (d) The Vendor does not require authorization or consent from any governmental authority or other entity in order to transfer an undivided 100% interest in the Property to Whistler, other than the written consent of the Commercial Federal Bank located in Lakewood, Colorado; (e) No legal action, judgment or other proceeding is in process, or pending or threatened, against or relating to the Vendor or the Property, and no state of facts exists which could constitute the basis therefor; (f) The Vendor has obtained all necessary permits related to the right Property, all of which were validly issued, are in full force and effect and are in good standing and no notice of breach or default in respect of the terms of any such permit has been received by the Vendor and the is not aware of any matters which could give rise to transfer, convey, option and assign its interest in the MANHATTAN Claims to MAX as contemplated in this Agreementsuch notice; (g) there are no adverse claims or challenges against or to Vendor’s interest the suites located in the MANHATTAN Claims nor to building on the knowledge of Property are leased by the Vendor is there any basis therefor, and to Vendor’s knowledge, there are no outstanding agreements or options to acquire or purchase on normal business terms from persons with whom the MANHATTAN Claims or any portion thereofVendor deals at arm's length; (h) Vendor the Property is adequately covered by insurance; (i) the Property has the full right, authority and capacity to enter into this Agreement without first obtaining the consent a land area of any other person or body corporate and the consummation of the transaction herein contemplated will not conflict 2.37 acres with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which Vendor is a party or to which it is subject31,187 square feet shopping centre erected thereon; and (j) no proceedings are pending forthe Property is subject to an appraisal report dated November 13, 2001 by ▇▇▇▇ ▇. ▇▇▇▇, Inc., Real Estate Appraisers and Vendor is unaware Consultants that appraises the market value of any basis forthe Property, the institution of any proceedings which could lead in both leased fee and fee simple interest at November 7, 2001 to the placing of Vendor in bankruptcy, or in any position similar to bankruptcybe $4,765,000. 1.2 The representations and warranties of Vendor set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which MAX has relied in entering into this Agreement and shall survive the acquisition of any interest in the MANHATTAN Claims by MAX. 1.3 Vendor will indemnify MAX from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by Vendor and contained in this Agreement.

VENDOR'S REPRESENTATIONS. 1.1 The Vendor represents and warrants to MAX the Purchaser that: (a) it The Vendor is the registered and beneficial owner of the MANHATTAN Claims Claim and holds the right to transfer title to the Claim and to explore and develop the MANHATTAN Claims, subject to applicable rules and regulations of the State of Utah and it is, or will be upon closing of the exercise of the Option granted hereunder, also the registered owner of the MANHATTAN ClaimsClaim; (b) to the best of Vendor’s knowledge, The Vendor holds the MANHATTAN Claims Claim free and clear of all liens, charges and claims claim of others; (c) , and the Vendor has a free and unimpeded right of access to the MANHATTAN Claims Claim and has use of the MANHATTAN Claims Claim surface for the purposes described hereinherein purposes; (dc) the MANHATTAN Claims have, to the best of Vendor’s knowledge, been, or will be prior to the closing of the exercise of the Option granted hereunder, The Claim has been duly and validly located and recorded in a good and miner-like manner pursuant to the laws of the State of Nevada British Columbia and are is in good standing in the State of Nevada British Columbia as of the date of this Agreement; (ed) Vendor is duly incorporated under the laws of Nevada and is a valid and subsisting company in good standing under the laws of Nevada; (f) Vendor has the right to transfer, convey, option and assign its interest in the MANHATTAN Claims to MAX as contemplated in this Agreement; (g) there There are no adverse claims or challenges against or to the Vendor’s interest in 's ownership of or title to the MANHATTAN Claims Claim nor to the knowledge of the Vendor is there any basis therefor, and to Vendor’s knowledge, there are no outstanding agreements or options to acquire or purchase the MANHATTAN Claims Claim or any portion thereof; (he) The Vendor has the full right, authority and capacity to enter into this Agreement without first obtaining the consent of any other person or body corporate and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which the Vendor is a party or by which they are bound or to which it is they are subject; and (jf) no No proceedings are pending for, and the Vendor is unaware of any basis for, the institution of any proceedings which could lead to the placing of the Vendor in bankruptcy, or in any position similar to bankruptcy. 1.2 The representations and warranties of the Vendor set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which MAX the Purchaser has relied in entering into this Agreement and shall survive the acquisition of any interest in the MANHATTAN Claims Claim by MAXthe Purchaser. 1.3 Vendor will indemnify MAX from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by Vendor and contained in this Agreement.

VENDOR'S REPRESENTATIONS. 1.1 The Vendor hereby represents and warrants to MAX that: (a) it is the beneficial owner and in favour of the MANHATTAN Claims and holds the right to explore and develop the MANHATTAN Claims, subject to applicable rules and regulations of the State of Utah and it is, or will be upon closing of the exercise of the Option granted hereunder, also the registered owner of the MANHATTAN Claims; (b) to the best of Vendor’s knowledge, Vendor holds the MANHATTAN Claims free and clear of all liens, charges and claims of others; (c) Vendor has a free and unimpeded right of access to the MANHATTAN Claims and has use of the MANHATTAN Claims surface for the purposes described herein; (d) the MANHATTAN Claims have, to the best of Vendor’s knowledge, been, or will be prior to the closing of the exercise of the Option granted hereunder, duly and validly located and recorded in a good and miner-like manner pursuant to the laws of the State of Nevada and are in good standing in the State of Nevada Purchaser that as of the date of this Agreement;Agreement (unless otherwise specified) and as of the Closing Date: (ea) the Vendor is duly incorporated under (and will be at Closing) a corporation existing and governed by the laws of Nevada the Province of Ontario and is a valid and subsisting company in good standing under the laws of Nevada; (f) Vendor has the right to transfernecessary authority, convey, option and assign its interest in the MANHATTAN Claims to MAX as contemplated in this Agreement; (g) there are no adverse claims or challenges against or to Vendor’s interest in the MANHATTAN Claims nor to the knowledge of Vendor is there any basis therefor, and to Vendor’s knowledge, there are no outstanding agreements or options to acquire or purchase the MANHATTAN Claims or any portion thereof; (h) Vendor has the full right, authority power and capacity to own the Property and the other property constituting the Subject Assets and to enter into this Agreement without first obtaining and the consent documents and transactions contemplated herein and to complete the Transaction and perform its obligations under the documents and transactions contemplated herein on the terms and conditions herein contained; (b) the agreement of purchase and sale constituted on the execution and delivery of this Agreement and the obligations of the Vendor hereunder and the documents and transactions contemplated herein have been duly and validly authorized by all requisite proceedings of the Vendor and constitute and will constitute at Closing, legal, valid and binding obligations of the Vendor enforceable against such Vendor in accordance with its and their terms; (c) neither the execution and delivery of this Agreement by the Vendor and the completion by the Vendor of the Transaction will not, subject to Section 6.5, result in the breach or violation of any other person or body corporate and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained inprovisions of, or constitute a default under, or result in conflict with or cause the creation acceleration of any encumbrance under obligation of the provisions Vendor under: (i) any provision of the constating documents, by-laws or resolutions of the board of directors of the Vendor; or (ii) any Applicable Laws; (d) no approval or consent of any indenture, agreement or Governmental Authority is required in connection with the completion of the Transaction by the Vendor other instrument whatsoever than as referred to which Vendor is a party or to which it is subjectin Section 4.1(e)(ii) above; and (je) no proceedings are pending for, and the Vendor is unaware a resident of any basis for, Canada for the institution purposes of any proceedings which could lead to the placing of Vendor in bankruptcy, or in any position similar to bankruptcyITA. 1.2 The representations and warranties of Vendor set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which MAX has relied in entering into this Agreement and shall survive the acquisition of any interest in the MANHATTAN Claims by MAX. 1.3 Vendor will indemnify MAX from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by Vendor and contained in this Agreement.

VENDOR'S REPRESENTATIONS. 1.1 The Vendor hereby represents and warrants to MAX the Purchaser that: (a) it is the beneficial owner of Vendor has the MANHATTAN Claims power and holds the authority and right to explore enter into this Agreement and develop each and any agreement to be executed and delivered by the MANHATTAN Claims, subject Vendor pursuant hereto and to applicable rules perform its obligations as therein and regulations of herein contained to sell the State of Utah and it is, or will be upon closing of Assets in accordance with the exercise of the Option granted hereunder, also the registered owner of the MANHATTAN Claims; (b) to the best of Vendor’s knowledge, Vendor holds the MANHATTAN Claims free and clear of all liens, charges and claims of others; (c) Vendor has a free and unimpeded right of access to the MANHATTAN Claims and has use of the MANHATTAN Claims surface for the purposes described herein; (d) the MANHATTAN Claims have, to the best of Vendor’s knowledge, been, or will be prior to the closing of the exercise of the Option granted hereunder, duly and validly located and recorded in a good and miner-like manner pursuant to the laws of the State of Nevada and are in good standing in the State of Nevada as of the date terms of this Agreement; (b) the Vendor has all requisite power and authority to enter into this Agreement and to perform its obligations under this Agreement; (c) the execution and delivery of this Agreement and each and every agreement or document to be executed and delivered hereunder and the consummation of the transactions contemplated herein, will not violate, nor be in conflict with, any provision of any judgment, decree, order, statute, rule or regulation applicable to the Vendor or of the constating documents of the Vendor, (d) this Agreement has been duly executed and delivered by the Vendor and all documents required hereunder to be executed and delivered by the Vendor have been duly executed and delivered and this Agreement and such documents constitute legal, valid and binding obligations of the Vendor enforceable in accordance with their respective terms; (e) the Vendor is duly incorporated has as of the date hereof good and marketable title, free and clear of any and all claims, liens, encumbrances, mortgages, demands and royalties created by, through or under the laws Vendor, security interests and charges, licenses or rights of Nevada and is a valid and subsisting company in good standing under other persons whatsoever to the laws of NevadaAssets; (f) the Vendor has is not a party to any action, suit or other legal, administrative or arbitration proceeding or government investigation, actual or threatened, which might reasonably be expected to result in impairment or loss of the right to transfer, convey, option and assign its Vendor's interest in the MANHATTAN Claims Assets or any part thereof, and there is no particular circumstance, matter or thing known to MAX as contemplated in this Agreementthe Vendor which could reasonably be anticipated to give rise to any such action, suit or other legal, administrative or arbitration proceeding or government investigation; (g) there are no adverse claims the Vendor has not used or challenges against enforced or failed to use or enforce any Intellectual Property rights or other rights associated with the Assets in any manner which could adversely affect the validity or enforceability of the Vendor’s interest 's Intellectual Property rights in the MANHATTAN Claims nor to the knowledge of Vendor is there any basis therefor, and to Vendor’s knowledge, there are no outstanding agreements or options to acquire or purchase the MANHATTAN Claims or any portion thereofAssets; (h) there is not, and has not been any infringement or violation of the Vendor's Intellectual Property rights in the Assets; (i) the Vendor has obtained the full right, authority and capacity appropriate waivers with respect to enter into this Agreement without first obtaining any moral rights in the consent Assets; (j) the Vendor has not received notice of any claim of adverse ownership, invalidity or other person opposition to or body corporate and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which Vendor is a party or to which it is subjectAssets; and (jk) there are no proceedings are pending foroutstanding options, agreements of purchase and sale or other agreements or commitments obligating the Vendor is unaware to sell the Assets or any of any basis forthem, the institution of any proceedings which could lead except pursuant to the placing of Vendor in bankruptcy, or in any position similar to bankruptcy. 1.2 The representations and warranties of Vendor set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which MAX has relied in entering into this Agreement and shall survive the acquisition of any interest in the MANHATTAN Claims by MAX. 1.3 Vendor will indemnify MAX from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by Vendor and contained in this Agreement.

VENDOR'S REPRESENTATIONS. 1.1 The Vendor represents and warrants to MAX the Purchaser that: (a) it The Vendor is the registered and beneficial owner of the MANHATTAN Claims and holds the right to transfer title to the Claims and to explore and develop the MANHATTAN Claims, subject to applicable rules and regulations of the State of Utah and it is, or will be upon closing of the exercise of the Option granted hereunder, also the registered owner of the MANHATTAN Claims; (b) to the best of Vendor’s knowledge, The Vendor holds the MANHATTAN Claims free and clear of all liens, charges and claims of others; (c) , and the Vendor has a free and unimpeded right of access to the MANHATTAN Claims and has use of the MANHATTAN Claims surface for the purposes described hereinherein purposes; (dc) the MANHATTAN The Claims have, to the best of Vendor’s knowledge, been, or will be prior to the closing of the exercise of the Option granted hereunder, has been duly and validly located and recorded in a good and miner-like manner pursuant to the laws of the State of Nevada British Columbia and are is in good standing in the State of Nevada British Columbia as of the date of this Agreement; (ed) Vendor is duly incorporated under the laws of Nevada and is a valid and subsisting company in good standing under the laws of Nevada; (f) Vendor has the right to transfer, convey, option and assign its interest in the MANHATTAN Claims to MAX as contemplated in this Agreement; (g) there There are no adverse claims claimss or challenges against or to the Vendor’s interest in 's ownership of or title to the MANHATTAN Claims nor to the knowledge of the Vendor is there any basis therefortherefore, and to Vendor’s knowledge, there are no outstanding agreements or options to acquire or purchase the MANHATTAN Claims or any portion thereof; (he) The Vendor has the full right, authority and capacity to enter into this Agreement without first obtaining the consent of any other person or body corporate and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which the Vendor is a party or by which he is bound or to which it he is subject; and (jf) no No proceedings are pending for, and the Vendor is unaware of any basis for, the institution of any proceedings which could lead to the placing of either Vendor in bankruptcy, or in any position similar to bankruptcy. 1.2 The representations and warranties of the Vendor set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which MAX the Purchaser has relied in entering into this Agreement and shall survive the acquisition of any interest in the MANHATTAN Claims by MAXthe Purchaser. 1.3 Vendor will indemnify MAX from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by Vendor and contained in this Agreement.

VENDOR'S REPRESENTATIONS. 1.1 The Vendor represents and warrants to MAX the Purchaser that: (a) it The Vendor is the registered and beneficial owner of the MANHATTAN Claims and holds the right to transfer title to the Claims and to explore and develop the MANHATTAN Claims, subject to applicable rules and regulations of the State of Utah and it is, or will be upon closing of the exercise of the Option granted hereunder, also the registered owner of the MANHATTAN Claims; (b) to the best of Vendor’s knowledge, The Vendor holds the MANHATTAN Claims free and clear of all liens, charges and claims of others; (c) , and the Vendor has a free and unimpeded right of access to the MANHATTAN Claims and has use of the MANHATTAN Claims surface for the purposes described hereinherein purposes; (dc) the MANHATTAN The Claims have, to the best of Vendor’s knowledge, been, or will be prior to the closing of the exercise of the Option granted hereunder, have been duly and validly located and recorded in a good and miner-like manner pursuant to the laws of the State of Nevada Northwest Territories and are in good standing in the State of Nevada Northwest Territories as of the date of this Agreement; (ed) Vendor is duly incorporated under the laws of Nevada and is a valid and subsisting company in good standing under the laws of Nevada; (f) Vendor has the right to transfer, convey, option and assign its interest in the MANHATTAN Claims to MAX as contemplated in this Agreement; (g) there There are no adverse claims or challenges against or to the Vendor’s interest in 's ownership of or title to any of the MANHATTAN Claims nor to the knowledge of the Vendor is there any basis therefor, and to Vendor’s knowledge, there are no outstanding agreements or options to acquire or purchase the MANHATTAN Claims or any portion thereof; (he) The Vendor has the full right, authority and capacity to enter into this Agreement without first obtaining the consent of any other person or body corporate and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which the Vendor is a party or by which he is bound or to which it he is subject; and (jf) no No proceedings are pending for, and the Vendor is unaware of any basis for, the institution of any proceedings which could lead to the placing of either Vendor in bankruptcy, or in any position similar to bankruptcy. 1.2 The representations and warranties of the Vendor set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which MAX the Purchaser has relied in entering into this Agreement and shall survive the acquisition of any interest in the MANHATTAN Claims by MAXthe Purchaser. 1.3 Vendor will indemnify MAX from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by Vendor and contained in this Agreement.

VENDOR'S REPRESENTATIONS. 1.1 (a) The Vendor represents hereby represents, warrants and warrants covenants to MAX and with the Purchaser [***] or as otherwise disclosed to the Purchaser hereunder that: (ai) it the Vendor and Subco are, and at the Closing Date shall continue to be corporations duly organized, validly existing and in good standing under the laws of their jurisdiction of incorporation and the laws of those jurisdictions in which the Vendor and Subco are required to be registered in order to give effect to this Agreement; (ii) the Vendor has all requisite power and authority to enter into this Agreement and to perform the Vendor’s obligations under this Agreement; (iii) the execution and delivery of this Agreement and each and every agreement or document to be executed and delivered hereunder and the consummation of the transactions contemplated herein will not violate, nor be in conflict with, the constating documents or bylaws of the Vendor, Subco or the Partnership, or any provision of any agreement or instrument to which the Vendor, Subco or the Partnership is a party or is bound, or any judgment, decree, order, statute, rule or regulation applicable to the Vendor, Subco or the Partnership; (iv) this Agreement has been duly executed and delivered by the Vendor and all documents required hereunder to be executed and delivered by the Vendor shall have been duly executed and delivered and this Agreement does, and such documents will, constitute legal, valid and binding obligations of the Vendor enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, preference, reorganization, moratorium and other laws affecting creditors’ rights generally, and the discretionary nature of equitable remedies and defenses; (v) the Vendor has not incurred any obligation or liability, contingent or otherwise, for brokers’ or finders’ fees in respect of this transaction for which the Purchaser shall have any obligation or liability and Vendor’s transaction costs, including legal fees and broker’s fees, if any, shall not be ▇▇▇▇▇ by the Partnership or the Purchaser; (vi) at the Closing Date the Vendor will be the beneficial owner of the MANHATTAN Claims and holds the right to explore and develop the MANHATTAN Claims, subject to applicable rules and regulations all of the State Securities and Office and Administrative Assets and has good title to the same, free and clear of Utah all security interests, equities, claims, options or other encumbrances or voting trusts, proxies or other interests of any nature whatsoever except those in favor of the Purchaser; (vii) the Partnership is, and it isat the Closing Date shall continue to be, a general partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of registration and the laws of those jurisdictions in which the Partnership is required to be registered in order to give effect to this Agreement and NEXEN is the managing partner of the Partnership in accordance with the Partnership Agreement; (viii) the execution and delivery of this Agreement and each and every agreement or document to be executed and delivered hereunder and the consummation of the transactions contemplated herein will not violate, nor be in conflict with, the Partnership Agreement or any provision of any agreement or instrument to which the Partnership is a party or is bound, or any Regulation applicable to the Partnership; (ix) the Partnership and Subco have no subsidiaries; (x) the Purchaser has been provided a true, correct and complete copy of the Partnership Agreement, together with all amendments thereto, of the Partnership and no resolutions have been proposed or passed to further amend the foregoing; (xi) there are no employees with outstanding contracts with Subco or the Partnership or any other employment liabilities; (xii) as of the Closing Date the only partners in the Partnership will be NEXEN and Subco, and the Partnership Interests of the Partnership on the Closing Date will be held as follows: NEXEN – 99.9% and Subco – .1%; (xiii) other than Preferential Rights and the Purchaser’s rights as provided in this Agreement, there are no outstanding options, calls or rights of any kind relating to or providing for the purchase, delivery or transfer of any Securities or any of the Partnership’s interest in the Assets; (xiv) there is no Subco debt except for the Subco liabilities referred to in Clause 3(a)(vi) and there is no partnership debt of the Partnership except for the Current Liabilities and the Nexen Receivables, and the collective total of the Subco debt and the Current Liabilities is and will be less than the Purchase Price to be paid at Closing; (xv) the Partnership is a Canadian Partnership with the meaning of that term as defined in the Income Tax Act (Canada); (xvi) the Partnership is duly registered with the Canada Revenue Agency and its GST registration number is 85949 0377 RT0001; (xvii) the Partnership and Subco have filed on or prior to the Closing Date, or will file after the Closing Date, at Vendor’s sole cost, all tax returns required to be upon closing of filed on or prior to the exercise of Closing Date with respect to any tax for any period ending before the Option granted hereunder, also the registered owner of the MANHATTAN ClaimsClosing Date; (bxviii) the Vendor will take all reasonable actions within its control to ensure that the Partnership’s undepreciated capital cost of all classes of depreciable property, within the meaning as defined in the Tax Act plus any Partnership expenditures that would be included in the Partnership’s undepreciated capital cost if the relevant equipment was available for use, was [***] as of May 31, 2005, before considering Preferential Rights proceeds, if any; (xix) Subco and the Partnership have not provided any waivers to Canada Revenue Agency or any other taxing authority for any reason; (xx) no deficiency for any tax has been proposed, asserted or assessed against Subco or the Partnership and there are not outstanding tax disputes, audits, proposed adjustments, notices of objection or other appeals against Subco, or against the Partnership other than those disclosed to Purchaser in writing prior to the best Closing Date; (xxi) the Vendor and Subco are residents of VendorCanada and are not non-residents of Canada for the purposes of the Income Tax Act (Canada); (xxii) all taxes and other assessments and levies which Subco and the Partnership are required to withhold or collect have been (and will be up to the Closing Date) duly withheld and collected and paid over to the proper government authorities; (xxiii) the Vendor does not warrant the Partnership’s knowledgetitle to the Assets but does represent and warrant that to its knowledge and its Affiliates knowledge it or any of its Affiliates and Subco and the Partnership have done no act or thing, Vendor holds or are aware of no act or thing having been done, whereby any of the MANHATTAN Claims Partnership’s interest in and to the Assets may be cancelled or terminated, nor has it or its Affiliates, the Partnership or Subco encumbered or alienated the Assets or any interest therein (except for the Permitted Encumbrances), and to its and its Affiliates knowledge the Assets are now and will be at the Closing Date free and clear of all liens, charges encumbrances, adverse claims, demands and claims of othersroyalties granted by Partnership, Subco or Vendor and its Affiliates, except for the Permitted Encumbrances or as expressly set forth in a Schedule attached hereto, in the Data Room Materials or as otherwise disclosed in writing by the Vendor to the Purchaser prior to the Closing Date; (cxxiv) Vendor it is not nor are any of its Affiliates aware of, and has a free not received: A. any order or directive which relates to Environmental Defects, and unimpeded right of access which requires any work, repairs, construction, or capital expenditures, with respect to the MANHATTAN Claims and Assets; or B. any demand or notice with respect to the breach of any environmental health, or safety law applicable to the Assets, including, without limitation, any regulations respecting the use, storage, treatment, transportation, or disposition of environmental contaminants; except as has use of been disclosed specifically in writing to the MANHATTAN Claims surface for Purchaser prior to the purposes described hereinClosing Date or in the Data Room Materials; (dxxv) the MANHATTAN Claims have, subject at all times to the best of Vendor’s knowledgeother representations and warranties made under this Agreement, beenthe Permitted Encumbrances, or will be prior to Title Defects waived by the closing Purchaser under this Agreement and the satisfaction of the exercise of obligations required to maintain the Option granted hereunder, duly and validly located and recorded in a good and miner-like manner pursuant to the laws of the State of Nevada and are Leases in good standing by the applicable lessees, the Partnership may (upon Closing) enter into and upon, hold and enjoy the Assets for the residue of their respective terms and all renewals or extensions thereof for the Partnership’s own use and benefit without any lawful interruption of or by the Vendor or any other person whomsoever claiming or to claim by, through or under the Vendor; (xxvi) there are no outstanding authorizations for expenditures, unit budgets and mail ballots, pursuant to which expenditures will or may be made in the State of Nevada as respect of the date Assets, nor are there any other financial commitments which are outstanding or due or which hereafter may become due in respect of the Assets or operations in respect thereof, except those set out in Schedule “E” and those which have been approved or deemed approved by Purchaser, the Partnership or the Vendor and Subco pursuant to Clause 5 of this Agreement; (exxvii) Vendor is duly incorporated under the laws Vendor, its Affiliates, the Partnership and Subco have not received notice of Nevada default relating to the Assets or any of them, and is a valid to the Vendor’s knowledge all relevant deposits, rentals and subsisting company royalties have been paid within the applicable time limits and in good standing under accordance with the laws of Nevadaapplicable Regulations and Title and Operating Documents, and all obligations and covenants required to keep the Leases in full force and effect have been performed and observed except as has been disclosed specifically in writing to the Purchaser prior to the Closing Date or in the Data Room Materials; (fxxviii) Vendor has to the right Vendor’s knowledge all ad valorem, property, production, severance and similar taxes and assessments based on or measured by the ownership of property or the production of Petroleum Substances or the receipt of proceeds therefrom payable in respect of the Assets up to transferthe Closing Date (including all prior years) have been properly and fully paid and discharged and there are no unpaid taxes and assessments which are or could result in a lien or charge on the Assets; (xxix) none of the Vendor, conveyits Affiliates, option and assign its the Partnership nor Subco is a party to any action, suit or other legal, administrative or arbitration proceeding or government investigation, actual or to any of their respective knowledge threatened, which might reasonably be expected to result in impairment or loss of Vendor’s title to the Securities or of the Partnership’s interest in the MANHATTAN Claims Assets or any part thereof except as set forth in Schedule “H”; (xxx) to MAX the Vendor’s and its Affiliates knowledge, the ▇▇▇▇▇ have been drilled and, if completed, completed and operated and, if abandoned, have been abandoned, all in accordance with good oil and gas field practices and in compliance with all applicable Regulations and in accordance with the terms and conditions of all agreements relative thereto and to the Vendor’s knowledge the Tangibles have been constructed, installed and maintained in accordance with good oil and gas field practices and are in good operating condition, subject to reasonable wear and tear; (xxxi) the Vendor, its Affiliates, Subco or the Partnership have not received notice of and are not otherwise aware of any change or proposed change in the production allowables for any of the ▇▇▇▇▇ producing Petroleum Substances or any other ▇▇▇▇▇ from which production of Petroleum Substances is allocated to the Lands; (xxxii) to the Vendor’s knowledge it has made available to the Purchaser all information within its possession, and has not knowingly withheld any such information from Purchaser, relevant to Environmental Defects; and (xxxiii) except for the agreements set forth in Schedule “E”, the Vendor, its Affiliates and the Partnership and Subco are not obligated or bound by any contracts or agreements for: A. the sale or delivery of Petroleum Substances allocable to the Petroleum and Natural Gas Rights that cannot be terminated on notice of thirty one (31) days or less without penalty; B. gas balancing or similar provision; C. the sale or delivery of Petroleum Substances allocable to any of the Petroleum and Natural Gas Rights without in due course receiving or being entitled to retain full payment therefor at the full price which would otherwise be applicable thereunder; or D. the delivery of gas or the reimbursement to any person of an amount on account of payments previously made in respect of quantities of Petroleum Substances which were not previously delivered; (xxxiv) from the Effective Date to the Closing Date: (i) the only activities or business of the Partnership and Subco has been, and will be, the business conducted by it with respect to the Assets and no other activities, other than those described in 5(e) that are conducted by it in connection with the Permitted Transactions; and (ii) such activities and business, as contemplated the case may be, of the Partnership or Subco will have been carried on in the ordinary course and in accordance with the terms of this Agreement; (gxxxv) no material tangible depreciable property that would otherwise form part of the Tangibles has been removed from its location since the Effective Date, nor have Vendors or Vendors’ Affiliates or the Partnership alienated or encumbered any such tangible property; (xxxvi) the authorized capital of Subco consists of an unlimited number of Class A common shares and an unlimited number of Class B preferred shares without nominal or par value; (xxxvii) other than Nexen Petroleum Canada, CNYL, NEXEN and Subco there are have been no adverse claims or challenges against or to Vendor’s interest other partners in the MANHATTAN Claims nor Partnership since its formation; (xxxviii) Subco’s minute book that was made available to the knowledge Purchaser, has been maintained in accordance with good business practices and contains complete and true copies of Vendor is there any basis thereforSubco’s by-laws and other constitutional documents (including all amendments thereto) and all resolutions of the shareholders and directors of Subco (including committees thereof) and the registers of shareholders, share transfers and directors are complete and accurate; (xxxix) the Partnership’s minute book that was made available to Vendorthe Purchaser, has been maintained in accordance with good business practices and contains complete and true copies of its Partnership Agreement (including all amendments thereto) and all resolutions of the its partners (including committees thereof) and the register of partners and partnership interest transfers contained therein are complete and accurate; (xl) the CNYL Subco Shares have been duly issued and are fully paid and non-assessable shares in the capital of Subco; (xli) other than the requirement to obtain approval of Subco’s knowledgeboard of directors, there are no outstanding agreements contractual restrictions binding on CNYL or options Subco that could affect the transfer of the CNYL Subco Shares to acquire or purchase the MANHATTAN Claims or any portion thereofPurchaser pursuant hereto; (hxlii) there is no contract, option or other right binding on, or which at any time in the future may become binding on Vendor has the full right, authority and capacity or its Affiliates to enter into this Agreement without first obtaining the consent of (i) allot or issue any other person or body corporate and the consummation of the transaction herein contemplated will not conflict with unissued shares of Subco or result in (ii) create any breach additional class of any covenants shares of Subco; (xliii) there is no contract, option or agreements contained inother right binding on, or constitute a default under, or result which at any time in the creation of future may become binding on, Vendor, it Affiliates or the Partnership to (i) issue any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which Vendor is a party or to which it is subject; and (j) no proceedings are pending for, and Vendor is unaware of any basis for, the institution of any proceedings which could lead to the placing of Vendor in bankruptcy, or in any position similar to bankruptcy. 1.2 The representations and warranties of Vendor set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which MAX has relied in entering into this Agreement and shall survive the acquisition of any partnership interest in the MANHATTAN Claims by MAX. 1.3 Vendor will indemnify MAX from all lossPartnership or (ii) admit any Person as a partner of the Partnership, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by Vendor and contained in except this Agreement.; (xliv) prior to December 20, 2004, neither Subco nor the Partnership carried on or conducted any business or owned any assets, properties, rights or interests; (xlv) subject to the transactions referred to in Clause 5(e), since December 20, 2004, (i) the only activities of Subco have been its incorporation and acquisition and ownership of its Partnership Interest, (ii) the only activities or business of the Partnership has been the business conducted by it with the Assets (and no other assets), and (iii) the activities and business, as the case may be, of Subco and the Partnership have been carried on in the ordinary course; (xlvi) except as provided for in clause 5(e), since May 31, 2005, neither the Partnership nor Subco has declared, paid, made or agreed to pay or make any distributions which will hav

VENDOR'S REPRESENTATIONS. 1.1 The Vendor hereby represents and warrants to MAX the Purchaser that: (a) it is the beneficial owner of the MANHATTAN Claims and holds the right to explore and develop the MANHATTAN Claims, subject to applicable rules and regulations of the State of Utah and it is, or will be upon closing of the exercise of the Option granted hereunder, also the registered owner of the MANHATTAN Claims; (b) to the best of Vendor’s knowledge, Vendor holds the MANHATTAN Claims free and clear of all liens, charges and claims of others; (c) Vendor has a free and unimpeded right of access to the MANHATTAN Claims and has use of the MANHATTAN Claims surface for the purposes described herein; (d) the MANHATTAN Claims have, to the best of Vendor’s knowledge, been, or will be prior to the closing of the exercise of the Option granted hereunder, duly and validly located and recorded in a good and miner-like manner pursuant to the laws of the State of Nevada and are in good standing in the State of Nevada as of the date of this Agreement; (e) Vendor is duly incorporated under the laws of Nevada and is a valid and subsisting company in good standing corporation under and governed by the laws of Nevada; (f) Vendor Ontario and has the right to transfer, convey, option and assign its interest in the MANHATTAN Claims to MAX as contemplated in this Agreement; (g) there are no adverse claims or challenges against or to Vendor’s interest in the MANHATTAN Claims nor to the knowledge of Vendor is there any basis therefor, and to Vendor’s knowledge, there are no outstanding agreements or options to acquire or purchase the MANHATTAN Claims or any portion thereof; (h) Vendor has the full right, authority necessary corporate power and capacity to enter into this Agreement without first obtaining and all other agreements contemplated by this Agreement and carry out the consent transactions contemplated herein and perform its obligations under this Agreement and all agreements contemplated by this Agreement; (b) the Vendor is not now, and shall not at Closing be, a non-resident of Canada within the meaning of Section 116 of the Income Tax Act (Canada); (c) other than the Contracts or as disclosed by registered title to the Property, there are no leases, licences, subleases or rights to use the Property and there are no agreements or options to lease, or licenses or other rights to use the Property; (d) the Vendor is the sole legal and beneficial owner of the Purchased Assets with good and marketable title thereto, free and clear of any Encumbrance whatsoever (other person or body corporate and than, in the consummation case of the transaction herein contemplated Property only, any Permitted Encumbrances); (e) the execution, delivery and performance by the Vendor of this Agreement does not and will not conflict with (i) contravene, breach or result in any breach default under the articles, by-laws, constating documents or other organizational documents of any covenants the Vendor, (ii) except as expressly contemplated in this Agreement, violate or agreements contained inbe in conflict with, or constitute a default under, or result in the creation of under any encumbrance under the provisions of any indenturecontract, agreement or other instrument whatsoever to which the Vendor is a party or by which any of the Vendor’s properties or assets are or may be bound and which in any case, would materially and adversely affect the ability of the Vendor to perform its obligations under this Agreement, (iii) violate or be in conflict with, or constitute a default under any judgement, decree, order or award of any Governmental Authority having jurisdiction over the Vendor and which it in any case, would materially and adversely affect the ability of the Vendor to perform its obligations under this Agreement, (iv) violate or be in conflict with, or constitute a default under any Governmental Authorization issued to the Vendor and which would materially and adversely affect the ability of the Vendor to perform its obligations under this Agreement, or (v) violate any Applicable Law except to the extent that such violation could not reasonably be expected to limit in any material manner the ability of the Vendor to perform its obligations under this Agreement; (f) this Agreement has been validly executed and delivered by the Vendor and is subjecta valid and legally binding obligation of the Vendor enforceable against the Vendor in accordance with its terms, subject to the limitations with respect to enforcement imposed by Applicable Laws in connection with bankruptcy, insolvency, liquidation, reorganization or other laws affecting the enforcement of creditors’ rights generally and subject to the availability of equitable remedies such as specific performance and injunction which are only available in the discretion of the court from which they are sought; (g) other than as set out in Schedule F, the Vendor has received no notice from any Governmental Authority that the Property or any of its current uses do not comply with any Applicable Law; (h) to the Vendor's Knowledge, there has been no material non-disclosure by the Vendor of any of the Deliveries; (i) except as expressly set out in this Agreement, no Person has any written or oral agreement, option, right or other interest, or any right or interest capable of becoming such, for the purchase, transfer, assignment, pledge, charge, mortgage, lease, license or other disposition or encumbrance of any of the Purchased Assets or any interest therein; (j) without limiting the foregoing, the Vendor is the registered and beneficial owner of the Property and has the exclusive right to possess, use and occupy and has good and marketable title in fee simple to all the Property, free and clear of all Encumbrances other than the Permitted Encumbrances. All buildings, structures, improvements and appurtenances situated on the Property are in good operating condition and in a state of good maintenance and repair and are adequate and suitable for the purposes for which they are currently being used, and the Vendor has adequate rights of ingress and egress to the Property in the ordinary course. None of such buildings, structures, improvements or appurtenances (or any equipment therein), nor the operation or maintenance thereof, violates any restrictive covenant or any Applicable Law, or encroaches on any property owned by any other Person. Without limiting the generality of the foregoing, and in each case to the Vendor’s Knowledge: (i) the Property and the current uses thereof comply with all Applicable Laws including those dealing with zoning, parking, access, loading facilities, landscaped areas, building construction, fire and public health and safety, and all Environmental Laws; (ii) no alteration, repair, improvement or other work has been ordered, directed or requested in writing to be done or performed to or in respect of the Property or to any of the plumbing, heating, elevating, water, drainage or electrical systems, fixtures or works by any Governmental Authority, which alteration, repair, improvement or other work has not been completed, and there is no written notification having been given of any such outstanding work being ordered, directed or requested, other than those that have been complied with; (iii) all accounts for work and services performed and materials placed or furnished upon or in respect of the Property at the request of the Vendor or which could give rise to an Encumbrance against the Purchased Assets or the Vendor’s interest in any of the Purchased Assets have been fully paid and satisfied, and no Person is entitled to claim a construction, builders, mechanics or other lien under the Construction Lien Act (Ontario) or any Applicable Law against the Property or any part thereof, other than current accounts in respect of which the payment due date has not yet passed, and no work order, notice, directive or letter of non-compliance as contemplated in Section 2.5(b) has been issued or is pending against all or any part of the Purchased Assets; (iv) there is nothing owing in respect of the Property by the Vendor to any Governmental Authority or other Person owning or operating a utility for water, gas, electrical power, steam or hot water, or for the use thereof, other than current accounts in respect of which the payment due date has not yet passed; (v) no part of the Purchased Assets has been taken or expropriated by any Governmental Authority, nor has any notice or proceeding in respect thereof been given or commenced, nor is there any intent or proposal to give any such notice or commence any such proceedings; (vi) the Permitted Encumbrances constitute all of the Encumbrances, agreements, indentures and other matters that affect the Property; (vii) except as disclosed to or known by the Purchaser, the Property is not currently undergoing any alteration or renovation nor is any such alteration or renovation contemplated; and (jviii) the Property is fully serviced and has suitable access to public roads, and there are no outstanding levies, charges or fees assessed against the Property by any Governmental Authority (including development or improvement levies, charges or fees). (k) the Vendor has received no notice that any expropriation or condemnation proceedings are pending foror have been threatened, and Vendor or that any work order, notice, directive or letter of non-compliance as contemplated in Section 2.5(b) has been issued or is unaware pending, against the Purchased Assets or any part of any basis forof the Purchased Assets; (l) there are no Claims, investigations or other proceedings, including appeals and applications for review, in progress or, to the Vendor’s Knowledge, pending or threatened against or relating to the Vendor, the institution of Project or the Purchased Assets before any proceedings which could lead Governmental Authority, which, if determined adversely to the placing Vendor, would, (i) enjoin, restrict or prohibit the sale by the Vendor of all or any part of the Purchased Assets as contemplated by this Agreement, or (ii) delay, restrict or prevent the Vendor in bankruptcy, or in from fulfilling any position similar to bankruptcy. 1.2 The representations and warranties of Vendor its obligations set out in paragraph 1.1 above form this Agreement or arising from this Agreement, and to the Vendor’s Knowledge there is no existing ground on which any such action, suit, litigation or proceeding might be commenced with any reasonable likelihood of success; (m) there are no Claims, investigations or other proceedings, including appeals and applications for review, before any Governmental Authority in progress or, to the Vendor’s Knowledge, pending or threatened against or relating to or affecting the Purchased Assets, or that would materially interfere with the use and enjoyment of all or any part of the Purchased Assets, or that could result in a part Material Adverse Change in respect of the Purchased Assets, or which could affect the Vendor’s right to own, occupy and operate the Purchased Assets. To the Vendor’s Knowledge, there are no grounds on which any such action, suit or proceeding might be commenced with any reasonable likelihood of success; (n) except as expressly contemplated in this Agreement, no approval, order, consent of, or filing with, any Governmental Authority or Person is required in connection with the execution, delivery and performance by the Vendor of this Agreement and are conditions upon which MAX has relied in entering into this Agreement and shall survive or the acquisition performance of any interest in the MANHATTAN Claims by MAX. 1.3 Vendor will indemnify MAX from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by Vendor and contained in Vendor’s obligations under this Agreement.;

VENDOR'S REPRESENTATIONS. 1.1 The Vendor represents and warrants to MAX the Purchaser that: (a) it The Vendor is the registered and beneficial owner of the MANHATTAN Claims Claim and holds the right to transfer title to the Claim and to explore and develop the MANHATTAN Claims, subject to applicable rules and regulations of the State of Utah and it is, or will be upon closing of the exercise of the Option granted hereunder, also the registered owner of the MANHATTAN Claims; (b) to the best of Vendor’s knowledge, Vendor holds the MANHATTAN Claims free and clear of all liens, charges and claims of othersClaim; (c) Vendor The Claim has a free and unimpeded right of access to the MANHATTAN Claims and has use of the MANHATTAN Claims surface for the purposes described herein; (d) the MANHATTAN Claims have, to the best of Vendor’s knowledge, been, or will be prior to the closing of the exercise of the Option granted hereunder, been duly and validly located and recorded in a good and miner-like manner pursuant to the laws of the State of Nevada British Columbia and are is in good standing in the State of Nevada British Columbia as of the date of this Agreement; (ed) Vendor is duly incorporated under the laws of Nevada and is a valid and subsisting company in good standing under the laws of Nevada; (f) Vendor has the right to transfer, convey, option and assign its interest in the MANHATTAN Claims to MAX as contemplated in this Agreement; (g) there There are no adverse claims or challenges against or to the Vendor’s interest in ownership of or title to the MANHATTAN Claims Claim nor to the knowledge of the Vendor is there any basis therefor, and to Vendor’s knowledge, there are no outstanding agreements or options to acquire or purchase the MANHATTAN Claims Claim or any portion thereof; (he) The Vendor has the full right, authority and capacity to enter into this Agreement without first obtaining the consent of any other person or body corporate and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which the Vendor is a party or by which they are bound or to which it is they are subject; and (jf) no No proceedings are pending for, and the Vendor is unaware of any basis for, the institution of any proceedings which could lead to the placing of the Vendor in bankruptcy, or in any position similar to bankruptcy. 1.2 The representations and warranties of the Vendor set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which MAX the Purchaser has relied in entering into this Agreement and shall survive the acquisition of any interest in the MANHATTAN Claims Claim by MAXthe Purchaser. 1.3 Vendor will indemnify MAX from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by Vendor and contained in this Agreement.

VENDOR'S REPRESENTATIONS. 1.1 7.1 Subject in all cases to Permitted Encumbrances the Vendor represents hereby represents, warrants and warrants covenants to MAX and with Purchaser that: (a) it Vendor is a general partnership or a body corporate, duly organized and validly existing under the beneficial owner laws of its jurisdiction of formation, and duly registered and authorized to carry on business in the MANHATTAN Claims and holds jurisdiction(s) in which the right to explore and develop the MANHATTAN Claims, subject to applicable rules and regulations of the State of Utah and it is, or will be upon closing of the exercise of the Option granted hereunder, also the registered owner of the MANHATTAN ClaimsLands are located; (b) Vendor has all requisite power and authority to enter into this Agreement and to perform Vendor's obligations under this Agreement; (c) the execution and delivery of this Agreement and each and every agreement or document to be executed and delivered hereunder and the consummation of the transactions contemplated herein will not violate, nor be in conflict with, any provision of any agreement or instrument to which Vendor is a party or is bound, or any judgement, decree, order, statute, rule or regulation applicable to Vendor or of the constating documents or by-laws of Vendor; (d) Vendor does not warrant title to the Assets but does represent and warrant that it has done no act or thing, nor is aware of any act or thing having been done, whereby any of its interest in and to the Assets may be reduced, cancelled or determined, nor has it encumbered or alienated the Assets or any interest therein, other than those more specifically set out as encumbrances in Schedule "A"; (e) subject to the rents, covenants, conditions and stipulations in the Leases and any agreements pertaining to the Assets and on the lessee's or holder's part thereunder to be paid, performed and observed, Purchaser may enter into and upon, hold and enjoy the Assets for the residue of their respective terms and all renewals or extensions thereof for Purchaser's own use and benefit without any interruption of or by Vendor or any other person whomsoever claiming or to claim by, through or under Vendor, and Vendor binds itself to warrant and defend all and singular the Assets against all persons whomsoever claiming or to claim the same or any part thereof or any interest therein by, through or under Vendor; (f) this Agreement has been duly executed and delivered by Vendor and all documents required hereunder to be executed and delivered by Vendor have been duly executed and delivered and this Agreement and such documents constitute legal, valid and binding obligations of Vendor enforceable in accordance with their respective terms; (g) Vendor has not incurred any obligation or liability contingent or otherwise, for brokers' or finders' fees in respect of this transaction for which Purchaser shall have any obligation or liability; (h) Vendor is not a non-resident of Canada within the meaning of the Income Tax Act (Canada); (i) to the best of Vendor’s knowledgeinformation, Vendor holds the MANHATTAN Claims free and clear of all liens, charges and claims of others; (c) Vendor has a free and unimpeded right of access to the MANHATTAN Claims and has use of the MANHATTAN Claims surface for the purposes described herein; (d) the MANHATTAN Claims have, to the best of Vendor’s knowledge, been, or will be prior to the closing of the exercise of the Option granted hereunder, duly and validly located and recorded in a good and miner-like manner pursuant to the laws of the State of Nevada and are in good standing in the State of Nevada as of the date of this Agreement; (e) Vendor is duly incorporated under the laws of Nevada and is a valid and subsisting company in good standing under the laws of Nevada; (f) Vendor has the right to transfer, convey, option all material agreements and assign its interest in the MANHATTAN Claims to MAX as contemplated in this Agreement; (g) there are no adverse claims or challenges against or to Vendor’s interest in the MANHATTAN Claims nor instruments having application to the knowledge of Vendor is there any basis therefor, and to Vendor’s knowledge, there are no outstanding agreements or options to acquire or purchase the MANHATTAN Claims or any portion thereof; (h) Vendor has the full right, authority and capacity to enter into this Agreement without first obtaining the consent of any other person or body corporate and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever Assets to which Vendor is a party or is bound; (j) to the best of Vendor's information, there are no claims, proceedings, actions or lawsuits in existence, threatened or asserted against or with respect to the Assets or the interests of Vendor therein which would have material adverse effect on the Assets or the value thereof; (k) all ad valorem, property, production, severance and similar taxes and assessments based on or measured by the ownership of the Assets or the production of Petroleum Substances from the Lands or the receipt of proceeds therefrom payable by it to the Closing Time and for all prior years have been properly paid and discharged; (l) other than as set forth in Schedule "D" there are no AFE's received by Vendor with respect to the Assets where the obligation of Vendor is subjectgreater than $10,000.00; (m) to the best of Vendor's information, the ▇▇▇▇▇ have been drilled and, if completed, completed and operated in accordance with good oil and gas industry practices and in compliance with all applicable rules and regulations; (n) the interests of Vendor in the ▇▇▇▇▇ are not presently subject to independent operations penalties due to the failure of Vendor to participate in an independent operation; (o) except as otherwise expressly noted in Schedule "A", the Assets are not subject to reduction by virtue of the conversion or other alteration of the interest of any third party under existing agreements created by, through or under Vendor; (p) other than as set forth in Schedule "C" there are no production sales agreements under which Vendor, or any party acting on its behalf, is obligated to sell or deliver to any party, any Petroleum Substances allocable to the Petroleum and Natural Gas Rights, except for agreements terminable by the seller without penalty on less than ninety (90) days' notice;; (q) there are no outstanding Take or Pay Obligations binding on the Assets; (r) no tangible depreciable property and assets which are used, were used or are intended to be used in producing, processing, gathering, treating, measuring, making marketable or injecting the Petroleum Substances or any of them or in connection with water injection or removal operations that pertain to the Petroleum and Natural Gas Rights, has been removed from its location since the Effective Time, nor has Vendor alienated or encumbered any such tangible depreciable property and assets since such date; (s) Vendor has not received notice from any Third Party claiming an interest in and to the Assets adverse to the interest of Vendor and Vendor has no reason to believe that any such claim may be made; (t) Vendor has not received notice of default and is not, to the knowledge, information and belief of Vendor, in any default under any obligation, agreement, document, order, writ, injunction or decree of any court or of any commission or administrative agency, which might result in impairment or loss of the interest of Vendor in and to the Assets or which might otherwise adversely affect the Assets; (u) in respect of the Assets that are operated by Vendor, if any, Vendor holds all valid licenses, permits and similar rights and privileges that are required and necessary under applicable law to operate the Assets as presently operated; (v) the Tangibles operated by Vendor, if any, are in good and operable condition, reasonable wear and tear excepted, and the Tangibles operated by Third Parties, if any, are in good and operable condition, reasonable wear and tear excepted, to the knowledge, information and belief of Vendor; (w) Vendor is not aware of and has not received: (i) any orders or directives which relate to environmental matters and which require any work, repairs, construction or capital expenditures with respect to the Assets, where such orders or directives have not been complied with in all material respects; or (ii) any demand or notice issued with respect to the breach of any environmental, health or safety law applicable to the Assets, including without limitation, respecting the use, storage, treatment, transportation or disposition of environmental contaminants, which demand or notice remains outstanding on the date hereof; and (jx) Vendor has made available to Purchaser all information in the possession of Vendor or to which Vendor has access relevant to environmental damage or contamination or other environmental problems pertaining to the Assets and any other agreements and documents to which the Assets are subject that are in possession of Vendor or to which Vendor has access. Vendor makes no proceedings are pending forrepresentations or warranties except as expressly set forth in this Article 7.1 and, in particular, and without limitation, Vendor is unaware hereby expressly negates any representation or warranties by it (except those contained hereto), whether contained in any information memorandum or otherwise, with respect to: (a) any data or information supplied by Vendor in connection therewith; (b) the quality, quantity or recoverability of Petroleum Substances within or under the Lands or any lands pooled therewith; (c) the value of the Assets or the future cash flow therefrom; and (d) the quality, condition, fitness or merchantability of any basis fortangible depreciable equipment or property, interests in which are comprised in the institution of any proceedings which could lead Assets. Except to the placing of Vendor in bankruptcy, or in any position similar to bankruptcy. 1.2 The extent that it has relied upon the representations and warranties contained in Article 7.1, Purchaser acknowledges and confirms that it has performed its own due diligence and it has not relied on any data, information or advise from Vendor with respect to any or all of Vendor set out the matters specifically enumerated in this paragraph 1.1 above form a part of this Agreement and are conditions upon which MAX has relied in entering into this Agreement and shall survive the acquisition of any interest in the MANHATTAN Claims by MAX. 1.3 Vendor will indemnify MAX from all loss, damage, costs, actions and suits arising out of or in connection with any breach the purchase of any representationthe Assets pursuant hereto. In addition, warrantyPurchaser specifically acknowledges and confirms that in agreeing to enter into and to consummate the transactions contemplated herein, covenantit has relied, agreement or condition made by Vendor and contained in this Agreementwill continue to rely, upon its own engineering and other evaluations and projections as the same relate to the Assets and on its own inspection of all other physical property and assets which comprise the Assets.

VENDOR'S REPRESENTATIONS. 1.1 1.1. The Vendor represents and warrants to MAX the Purchaser that: (a) it The Vendor is the registered and beneficial owner of the MANHATTAN Claims and holds the right to transfer title to the Claims and to explore and develop the MANHATTAN Claims, subject to applicable rules and regulations of the State of Utah and it is, or will be upon closing of the exercise of the Option granted hereunder, also the registered owner of the MANHATTAN Claims; (b) to the best of Vendor’s knowledge, The Vendor holds the MANHATTAN Claims free and clear of all liens, charges and claims of others; (c) , and the Vendor has a free and unimpeded right of to access to the MANHATTAN Claims and has use of the MANHATTAN Claims surface for the purposes described hereinherein purposes; (dc) the MANHATTAN The Claims have, to the best of Vendor’s knowledge, been, or will be prior to the closing of the exercise of the Option granted hereunder, have been duly and validly located and recorded in a good and miner-like manner pursuant to the laws of the State Province of Nevada British Columbia and are in good standing in the State of Nevada British Columbia as of the date of this Agreement; (ed) Vendor is duly incorporated under the laws of Nevada and is a valid and subsisting company in good standing under the laws of Nevada; (f) Vendor has the right to transfer, convey, option and assign its interest in the MANHATTAN Claims to MAX as contemplated in this Agreement; (g) there are There were no adverse claims or challenges against or to the Vendor’s interest in 's ownership of the MANHATTAN title to any of the Claims nor to the knowledge of the Vendor is there any basis therefortherefore, and to Vendor’s knowledge, there are no outstanding agreements or options to acquire or purchase the MANHATTAN Claims or any portion thereof; (he) The Vendor has the full right, authority and capacity to enter into this Agreement without first obtaining the consent of any other person or body corporate and the consummation of the transaction herein contemplated will not conflict with or result in any breach of or any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which the Vendor is a party or by which he is bound to or which it he is subject; and (jf) no No proceedings are pending for, and the Vendor is unaware of any basis for, the institution of any proceedings which could lead to the placing of either Vendor in bankruptcy, or in any position similar to bankruptcy. 1.2 The representations and warranties of Vendor set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which MAX has relied in entering into this Agreement and shall survive the acquisition of any interest in the MANHATTAN Claims by MAX. 1.3 Vendor will indemnify MAX from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by Vendor and contained in this Agreement.

VENDOR'S REPRESENTATIONS. 1.1 The Vendor represents and warrants to MAX Alberta Star that: (a) it The Vendor is the beneficial owner of an undivided 50% interest in the MANHATTAN Claims Claim and holds the right to explore transfer title to his interest in the Claim and develop the MANHATTAN Claims, subject to applicable rules and regulations act as operator of the State of Utah and it is, or will be upon closing of the exercise of the Option granted hereunder, also the registered owner of the MANHATTAN ClaimsClaim; (b) to the best of Vendor’s knowledge, The Vendor holds his 50% interest in the MANHATTAN Claims Claim free and clear of all liens, charges and claims of others; (c) , and the Vendor has a free and unimpeded right of access to the MANHATTAN Claims Claim and has use of the MANHATTAN Claims Claim surface for the purposes described hereinherein purposes; (dc) the MANHATTAN Claims have, to the best of Vendor’s knowledge, been, or will be prior to the closing of the exercise of the Option granted hereunder, The Claim has been duly and validly located and recorded in a good and miner-like manner pursuant to the laws of the State of Nevada Northwest Territories and are is in good standing in the State of Nevada Northwest Territories as of the date of this Agreement; (ed) Vendor is duly incorporated under the laws of Nevada and is a valid and subsisting company in good standing under the laws of Nevada; (f) Vendor has the right to transfer, convey, option and assign its interest in the MANHATTAN Claims to MAX as contemplated in this Agreement; (g) there There are no adverse claims or challenges against or to the Vendor’s 's ownership of or title to his interest in the MANHATTAN Claims Claim nor to the knowledge of the Vendor is there any basis therefor, and to Vendor’s knowledge, there are no outstanding agreements or options to acquire or purchase his 50% interest in the MANHATTAN Claims Claim or any portion thereof; (he) The Vendor has the full right, authority and capacity to enter into this Agreement without first obtaining the consent of any other person or body corporate and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which the Vendor is a party or by which he is bound or to which it he is subject; and (jf) no No proceedings are pending for, and the Vendor is unaware of any basis for, the institution of any proceedings which could lead to the placing of the Vendor in bankruptcy, or in any position similar to bankruptcy. 1.2 The representations and warranties of the Vendor set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which MAX Alberta Star has relied in entering into this Agreement and shall survive the acquisition of any interest in the MANHATTAN Claims Claim by MAXAlberta Star. 1.3 The Vendor will indemnify MAX Alberta Star from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by the Vendor and contained in this Agreement. 1.4 The Vendor acknowledges and agrees that Alberta Star has entered into this Agreement relying on the warranties and representations and other terms and conditions of this Agreement and that no information which is now known or which may hereafter become known to Shabute shall limit or extinguish the right to indemnity hereunder, and, in addition to any other remedies it may pursue, Alberta Star may deduct the amount of any such loss or damage from any amounts payable by it to the Vendor hereunder.

VENDOR'S REPRESENTATIONS. 1.1 5.1 The Vendor represents hereby represents, warrants and warrants convents to MAX and with the Purchaser that: (a) it a. the vendor is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and the laws of those jurisdictions in which the Vendor is required to be registered; b. the Vendor has all requisite power and authority to enter into this Agreement and to perform the Vendor’s obligations under this Agreement, including, without restriction, the power and authority to sell and convey, pursuant to the terms hereof, all legal and beneficial owner title to the Assets owned by or attribute to Oil Springs Energy Corp.; c. the execution and delivery of the MANHATTAN Claims Agreement and holds each and every agreement or document to be executed and delivered hereunder and the right to explore and develop the MANHATTAN Claims, subject to applicable rules and regulations consummation of the State transactions contemplated herein will not violate, nor be in conflict with, any provision of Utah and it isany agreement or instrument to which the Vendor is a party or is bound, or will be upon closing any judgment, decree, order, statute, rule or regulation applicable to the Vendor or of the exercise constating documents or bylaws of the Option granted hereunderVendor; d. this Agreement has been duly executed and delivered by the Vendor and all documents required hereunder to be executed and delivered by the Vendor shall have been duly executed and delivered and this Agreement and such documents constitute legal, also the registered owner valid and binding obligations of the MANHATTAN ClaimsVendor enforceable in accordance with their respective terms; (b) e. the Vendor has not incurred any obligation or liability contingent or otherwise, for brokers’ and finders’ fees in respect of this transaction for which the Purchaser shall have any obligation or liability; f. the Vendor does represent and warrant that it has done no act or thing, nor is aware of any act or thing having been done, whereby any of its interest in and to the best of Vendor’s knowledgeAssets may be reduced, Vendor holds cancelled or determined, nor has it encumbered or alienated the MANHATTAN Claims Assets or any interest therein except for Permitted Encumbrances, and that the Assets are free and clear of all liens, charges encumbrances, adverse claims, demands and claims of othersroyalties created by, through or under the Vendor, except as expressly set forth in Schedule “A” and Schedule “B” and Permitted Encumbrances; (c) Vendor has a free and unimpeded right of access to the MANHATTAN Claims and has use of the MANHATTAN Claims surface for the purposes described herein; (d) the MANHATTAN Claims have, g. to the best of the Vendor’s knowledge, beeninformation and belief no act or omission has occurred whereby the Vendor is, or will be would be, in default under the terms of any applicable governmental rules or regulations, any Lease or any agreement pertaining to the Assets, where such default would impact materially and adversely upon the Assets, or any of them; h. there are no charges, claims or actions in existence, or to the best of the Vendor’s knowledge, information and belief contemplated or threatened against or with respect to the Assets; i. the Assets are not subject to any pre-emptive or preferential rights of purchase by any third party except as set forth in Schedule “A” and Schedule “B”; j. to the best of the Vendor’s knowledge, information and belief, all royalties and all ad valorem, property, production, severance and similar taxes and Assessments based on, or measured by, the Vendor’s ownership of the Assets, or the production if Petroleum Substances or the receipt of proceeds therefrom payable by the Vendor for assessment periods prior to the closing Effective Date have been properly paid or provided for; k. the Vendor is not aware of, has not received and is not otherwise aware of the exercise of the Option granted hereunderany matter or event that it reasonably believes could give rise to: i. any orders or directives under any applicable governmental statute, duly regulation or order which relate to environmental matters and validly located and recorded in a good and miner-like manner pursuant which require any work, repairs, construction or capital expenditures with respect to the laws Assets, where such orders or directives have not been complied with all material respects; and ii. any demand or notice issued under any applicable governmental statute, regulation or order with respect to the breach of and environmental health or safety law applicable to the State Assets, including, without limitation, any rules or regulations respecting the use, storage, treatment, transportation or disposition of Nevada and are in good standing in environmental contaminants, which demand or notice remains outstanding on the State of Nevada Closing Date; except as of have been specifically disclosed by the date Vendor, by written notice to the Purchaser prior to execution of this Agreement; (e) Vendor is duly incorporated under the laws of Nevada and is a valid and subsisting company in good standing under the laws of Nevada; (f) Vendor has the right to transfer, convey, option and assign its interest in the MANHATTAN Claims to MAX as contemplated in this Agreement; (g) there are no adverse claims or challenges against or to Vendor’s interest in the MANHATTAN Claims nor l. to the knowledge best of Vendor is there any basis therefor, and to the Vendor’s knowledge, information and belief no part of the Lands is subject to any drilling obligations which have accrued prior to the execution and delivery hereof and which have not been temporarily or permanently waived, saving and excepting those which have been disclosed to the purchaser prior to the execution hereof; m. to the best of the Vendor’s knowledge, information and belief there are no authorizations for expenditure pursuant to which expenditures are or may be made, nor any other financial commitments which are outstanding or due or thereafter may become due, other than rentals, in respect of the Assets, or operations in respect thereof, other than those which have been incurred or undertaken by the Vendor in the ordinary course of business and which shall have been disclosed in writing to the Purchaser prior to the execution hereof; n. subject to the rents, covenants, conditions and stipulations in the Leases and any agreements pertaining to the Assets and on the lessee’s or holder’s part thereunder to be paid, performed and observed, the Purchaser may enter into and upon, hold and enjoy the Assets for the residue of their respective terms and all renewals or extensions thereof for the Purchaser’s own use and benefit whomsoever claiming by, through or under the Vendor and the Vendor binds itself to warrant and define all and singular the Assets against all persons whomsoever claiming or to claim the same or any part thereof or any interest therein by, through or under the Vendor; o. to the best of the Vendor’s knowledge, information and belief, the W▇▇▇▇ are not subject to a production penalty whereby the production proceeds allocable to the Vendor’s interest are payable to a third party until an amount calculated in respect of certain costs and expenses paid by such third party are recovered by such third party, except as disclosed in Schedule “A and Schedule “B”; hereto p. to the best of the Vendor’s knowledge, information and belief, except as disclosed in Schedule “A” and Schedule “B” hereto, the Petroleum and Natural Gas Rights are not subject by virtue of the conversion or other alteration of the interest of any third party under existing agreements created by through or under it or of which it has knowledge. q. to the best of the Vendor’s knowledge, information and belief, the Vendor has been receiving the share of the net proceeds of production from the Assets attributable to its interest as shown on Schedule “A” and Schedule “B” hereto, and no person is currently claiming that the Vendor is not entitled to such amounts, with the possible exception of claims of accounting errors which do not challenge the percentage share of revenues to which the Vendor is entitled and which are not material; r. to the best of the Vendor’s knowledge, information and belief there are no agreements or options arrangements (commonly known as a gas balancing, swaps, over-production or underlift-overlift agreements or arrangements) which area among two or more persons owning interests in a portion of the Lands or lands Pooled or unitized therewith, nor has there been any circumstances or case whereby one of such Persons has taken, or may hereafter take, a share of the production of Petroleum Substances from such lands greater that it would Otherwise be entitled to acquire be virtue of its interest in such Lands and which excess taking entitles the other persons to accredit in respect of subsequent production from such lands by which the Vendor is bound and which pertain to the Assets; s. to the best of the Vendor’s knowledge, information and belief, all w▇▇▇▇ on the lands have been, in all material respects, drilled and, if completed, completed and operated in accordance with generally accepted oil and gas industry practices and, in all material respects, in compliance with all applicable statues, rules and regulations; t. to the best of the Vendor’s knowledge, information and belief, the Tangibles have been constructed, installed, maintained and operated in accordance with generally accepted engineering practices, good oil and gas field practices and in compliance with all applicable statutes, rules and regulations; u. the Vendor has made all reasonable inquires and searches for material documents and information, and to the best of its knowledge, it has delivered or purchase made available to Purchaser all documents, instruments, records and books relevant to its title to the MANHATTAN Claims Lands and Leases in its possession; v. to the best if the Vendor’s knowledge, information and belief, no Workers Compensation Board or similar authority possesses or is entitled to a charge on or a lien against the Assets or any portion thereofof them created directly by it; (h) w. the Vendor has the full right, authority and capacity obtained all regulatory approvals required to enter into this Agreement without first obtaining the consent of any other person or body corporate and the be obtained by it in order to effect consummation of the transaction herein transactions contemplated will in this agreement, other than approvals for the transfer of well licenses and permits for the operation of facilities and other approvals and consents normally obtained after closing.; x. the Vendor has not conflict with incurred any obligations or result liability, contingent or otherwise, in any breach respect of the termination of the employment of, or retainer of any covenants employee or agreements contained inconsultant employed or retained by the Vendor in respect of the Assets, for which the Purchaser shall have any obligation or constitute a default underliability, which obligation or result liability would include, without restriction, severance pay or pay in lieu of notice. 5.2 The Vendor makes no representations or warranties to the creation of any encumbrance under Purchaser in addition to those expressly enumerated in Clause 5.1. Except and to the provisions of any indenture, agreement or other instrument whatsoever to which Vendor is a party or to which it is subject; and (j) no proceedings are pending for, and Vendor is unaware of any basis forextent provided for in Clause 5.1, the institution of Vendor does not make any proceedings which could lead to representations or warranties with respect to: a. any data or information supplied by the placing of Vendor in bankruptcy, or in any position similar to bankruptcy. 1.2 The representations and warranties of Vendor set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which MAX has relied in entering into this Agreement and shall survive the acquisition of any interest in the MANHATTAN Claims by MAX. 1.3 Vendor will indemnify MAX from all loss, damage, costs, actions and suits arising out of or in connection with the Assets; b. the quality, quantity or recoverability or deliverability of Petroleum Substances within or under the Lands or any breach lands pooled or unitized therewith; c. the value if the Assets, production rates in the future cash flow therefrom or the availability or the continued availability of transportation to sell the petroleum substances; d. the quality, condition, fitness or merchantability of any representationtangible depreciable equipment or property, warrantyinterests in which are comprised in the Assets; e. any environmental matters relating to the assets; f. any engineering, covenant, agreement geological or condition made by Vendor and contained in this Agreementother interpretations or evaluations respecting the Assets.

VENDOR'S REPRESENTATIONS. 1.1 The Vendor represents and warrants to MAX the Purchaser that: (a) it The Vendor is the registered and beneficial owner of the MANHATTAN Claims Claim and holds the right to transfer title to the Claim and to explore and develop the MANHATTAN Claims, subject to applicable rules and regulations of the State of Utah and it is, or will be upon closing of the exercise of the Option granted hereunder, also the registered owner of the MANHATTAN ClaimsClaim; (b) to the best of Vendor’s knowledge, The Vendor holds the MANHATTAN Claims Claim free and clear of all liens, charges and claims of others; (c) , and the Vendor has a free and unimpeded right of access to the MANHATTAN Claims Claim and has use of the MANHATTAN Claims Claim surface for the purposes described hereinherein purposes; (dc) the MANHATTAN Claims have, to the best of Vendor’s knowledge, been, or will be prior to the closing of the exercise of the Option granted hereunder, The Claim has been duly and validly located and recorded in a good and miner-like manner pursuant to the laws of the State of Nevada Northwest Territories and are is in good standing in the State of Nevada Northwest Territories as of the date of this Agreement; (ed) Vendor is duly incorporated under the laws of Nevada and is a valid and subsisting company in good standing under the laws of Nevada; (f) Vendor has the right to transfer, convey, option and assign its interest in the MANHATTAN Claims to MAX as contemplated in this Agreement; (g) there There are no adverse claims or challenges against or to the Vendor’s interest in ownership of or title to the MANHATTAN Claims Claim nor to the knowledge of the Vendor is there any basis therefor, and to Vendor’s knowledge, there are no outstanding agreements or options to acquire or purchase the MANHATTAN Claims Claim or any portion thereof; (he) The Vendor has the full right, authority and capacity to enter into this Agreement without first obtaining the consent of any other person or body corporate and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which the Vendor is a party or by which he is bound or to which it he is subject; and (jf) no No proceedings are pending for, and the Vendor is unaware of any basis for, the institution of any proceedings which could lead to the placing of the Vendor in bankruptcy, or in any position similar to bankruptcy. 1.2 The representations and warranties of the Vendor set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which MAX the Purchaser has relied in entering into this Agreement and shall survive the acquisition of any interest in the MANHATTAN Claims Claim by MAXthe Purchaser. 1.3 Vendor will indemnify MAX from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by Vendor and contained in this Agreement.

VENDOR'S REPRESENTATIONS. 1.1 The Vendor represents and warrants to MAX the Purchaser that: (a) it The Vendor is the registered and beneficial owner of the MANHATTAN Claims and holds the right to transfer title to the Claims and to explore and develop the MANHATTAN Claims, subject to applicable rules and regulations of the State of Utah and it is, or will be upon closing of the exercise of the Option granted hereunder, also the registered owner of the MANHATTAN Claims; (b) to the best of Vendor’s knowledge, The Vendor holds the MANHATTAN Claims free and clear of all liens, charges and claims of others; (c) , and the Vendor has a free and unimpeded right of access to the MANHATTAN Claims and has use of the MANHATTAN Claims surface for the purposes described hereinherein purposes; (dc) the MANHATTAN The Claims have, to the best of Vendor’s knowledge, been, or will be prior to the closing of the exercise of the Option granted hereunder, have been duly and validly located and recorded in a good and miner-like manner pursuant to the laws of the State of Nevada British Columbia and are in good standing in the State of Nevada British Columbia as of the date of this Agreement; (ed) Vendor is duly incorporated under the laws of Nevada and is a valid and subsisting company in good standing under the laws of Nevada; (f) Vendor has the right to transfer, convey, option and assign its interest in the MANHATTAN Claims to MAX as contemplated in this Agreement; (g) there There are no adverse claims or challenges against or to the Vendor’s interest in ownership of or title to any of the MANHATTAN Claims nor to the knowledge of the Vendor is there any basis therefor, and to Vendor’s knowledge, there are no outstanding agreements or options to acquire or purchase the MANHATTAN Claims or any portion thereof; (he) The Vendor has the full right, authority and capacity to enter into this Agreement without first obtaining the consent of any other person or body corporate and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which the Vendor is a party or by which he is bound or to which it he is subject; and (jf) no No proceedings are pending for, and the Vendor is unaware of any basis for, the institution of any proceedings which could lead to the placing of either Vendor in bankruptcy, or in any position similar to bankruptcy. 1.2 The representations and warranties of the Vendor set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which MAX the Purchaser has relied in entering into this Agreement and shall survive the acquisition of any interest in the MANHATTAN Claims by MAXthe Purchaser. 1.3 Vendor will indemnify MAX from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by Vendor and contained in this Agreement.

VENDOR'S REPRESENTATIONS. 1.1 The Vendor represents and warrants to MAX the Purchaser now and at the Closing Date that: (a) it is the Vendor has good and sufficient right and authority to enter into this Agreement on the terms and conditions herein set forth and to transfer the legal title and beneficial owner ownership of the MANHATTAN Claims and holds Assets to the right to explore and develop the MANHATTAN Claims, subject to applicable rules and regulations of the State of Utah and it is, or will be upon closing of the exercise of the Option granted hereunder, also the registered owner of the MANHATTAN ClaimsPurchaser; (b) the performance of this Agreement will not be in violation of any Agreement to which the Vendor is a party and will not give any person or company any right to terminate or cancel any agreement or any right enjoyed by the Vendor and will not result in the creation or imposition of any lien, encumbrance or restriction of any nature whatsoever in favour of a third party upon or against the Assets; (c) the Vendor has good and marketable title to the best Assets, all of Vendor’s knowledge, Vendor holds the MANHATTAN Claims which are free and clear of all liens, charges and claims encumbrances, and all of others; (c) Vendor has a free and unimpeded right which Assets are in the possession of access to or under the MANHATTAN Claims and has use control of the MANHATTAN Claims surface for the purposes described hereinVendor; (d) the MANHATTAN Claims havethere has been no act of God, to the best of Vendor’s knowledgedamage, beendestruction, loss, labour disruption or trouble, or will be prior to the closing other event (whether or not covered by insurance) materially and adversely affecting any of the exercise Assets or the organization, operations, affairs, business, properties, prospects or financial condition or position of the Option granted hereunder, duly and validly located and recorded in a good and miner-like manner pursuant to the laws of the State of Nevada and are in good standing in the State of Nevada as of the date of this AgreementVendor's business operations; (e) the Vendor is duly incorporated under holds, and shall transfer to the laws of Nevada Purchaser at the Closing Date, all permits, licences, registrations and is a valid authorizations necessary to own and subsisting company in good standing under operate the laws of NevadaAssets and carry on its business; (f) Vendor has the right Assets constitute all of the rights, assets and properties that are usually and ordinarily used or held for use in connection with or otherwise related to transfer, convey, option and assign its interest in the MANHATTAN Claims to MAX as contemplated in this Agreementoperation of the Vendor's business; (g) there are no adverse claims the Vendor has not, directly or challenges against indirectly, engaged or to entered into any transaction or incurred any liability or obligation which might materially and adversely affect any of the Assets or the organization, operations, affairs, business, properties, prospects or financial condition or position of the Vendor’s interest in the MANHATTAN Claims nor to the knowledge of Vendor is there any basis therefor, and to Vendor’s knowledge, there are no outstanding agreements or options to acquire or purchase the MANHATTAN Claims or any portion thereof's business; (h) there is no indebtedness of the Vendor has to any person which might, by operation of law or otherwise, now or hereafter constitute or be capable of forming an encumbrance upon any of the full right, authority Assets and capacity to enter into this Agreement without first obtaining the consent there is no indebtedness of any kind whatsoever relating to the business in respect of which the Purchaser may become liable on or after the Closing Date (as defined herein); (i) no action, suit, judgment, investigation, inquiry, assessment, reassessment, litigation, determination or administrative or other person proceeding or body corporate and arbitration before or of any court, arbitrator or governmental authority is in process, or pending or threatened, against or relating to the consummation Vendor's business or any of the transaction herein contemplated will not conflict Assets and no state of facts exists which could constitute the basis therefor; (j) the Vendor's business complies with all applicable laws, including all environmental, health and safety statutes and regulations; (k) there is no written, verbal or result implied agreement, option, understanding or commitment or any right or privilege capable of becoming any of the same, for the purchase from the Vendor of its business or any of the Assets, other than purchase orders accepted by the Vendor in the usual and ordinary course of the operation of its business; (l) none of the Assets is in any breach respect infringing the right of any covenants person under or agreements contained in, or constitute a default under, or result in the creation respect of any encumbrance under the provisions of any indenturepatent, agreement design, trade ▇▇▇▇, trade name, copyright or other instrument whatsoever to which Vendor is a party industrial or to which it is subjectintellectual property; and (jm) no proceedings are pending for, and the Vendor is unaware does not have any information or knowledge of any basis forfact relating to the Vendor's business, the institution Assets or the transactions contemplated hereby which might reasonably be expected to affect, materially and adversely, any of any proceedings which could lead to the placing Assets or the organization, operations, affairs, properties, prospects or financial condition or position of Vendor in bankruptcy, or in any position similar to bankruptcythe business. 1.2 The representations and warranties of Vendor set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which MAX has relied in entering into this Agreement and shall survive the acquisition of any interest in the MANHATTAN Claims by MAX. 1.3 Vendor will indemnify MAX from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by Vendor and contained in this Agreement.

VENDOR'S REPRESENTATIONS. 1.1 The Vendor covenants with, and represents and warrants to, the Purchaser that; (1) it is a corporation duly incorporated and validly subsisting with full capacity to MAX sell its Assets, and to otherwise transact the affairs contemplated by this agreement, in accordance with the provisions of it; (2) it has good right and full power and authority to sell its Assets in accordance with the provisions of this agreement, it has taken all corporate actions necessary to authorize the execution and delivery of this agreement and will at the Closing Date have taken all corporate actions necessary to authorize and complete the sale of its Assets in accordance with the provisions of this Agreement, and this Agreement has been validly executed and delivered, and it and all other documents executed and delivered by or on behalf of it pursuant to it shall constitute legal, valid and binding obligations of it enforceable in accordance with their respective terms and conditions; (3) completion of the sale of its portion of the Assets in accordance with the terms of this agreement will not be in conflict with, constitute a default under, or be in violation or breach of; (a) any agreement or instrument to which it is a party or by which it is bound, or (b) any judgment, decree, order, law, statute, rule or regulation applicable to it; (4) although the Vendor does not warrant its title to the Hydrocarbon Interests, it does represent and warrant that: (a) it is aware of no act or thing having been done whereby any of its interest in the beneficial owner Assets or any of the MANHATTAN Claims and holds the right to explore and develop the MANHATTAN Claimsthem might be canceled or determined, subject to applicable rules and regulations nor has it encumbered or alienated or become aware of the State of Utah and it isany encumbrance or alienation of, or caused or suffered to exist any third panty right, demand or claim in respect of, the Assets or any interest in them, and the Assets are now, and will be upon closing of the exercise of the Option granted hereunder, also the registered owner of the MANHATTAN Claims; (b) conveyed to the best of Vendor’s knowledgePurchaser, Vendor holds the MANHATTAN Claims free and clear of all liens, charges encumbrances, royalties and other third party claims and interests of othersany nature created by, through, or under it (excepting only any of the third party claims and interests expressly identified in Schedule "B" which may have been so created); (b) it has received no notice of default, and is aware of no default or notice of default, relating to the Assets or any of them, and it has, to the extent of its interest, and in accordance with the nature of its interest, paid or has caused to be paid within applicable time-limits all production royalties, and performed and observed or caused to be performed and observed all obligations and covenants, required on its part to keep the Leases and any of them in full force and effect; (c) Vendor has it is not a free party to, and unimpeded right is not aware of, any action, suit or other legal, administrative or arbitration proceeding or governmental investigation, actual or threatened, which might reasonably be expected to result in impairment or loss of access any of its interests in the Assets or any part, and there is no particular circumstance, matter or thing known to the MANHATTAN Claims and has use of the MANHATTAN Claims surface for the purposes described hereinit which could reasonably be anticipated to give rise to any action, suit or other legal, administrative or arbitration proceeding or governmental investigation; (d) subject to the MANHATTAN Claims haveterms and conditions of the Leases, the Purchaser may, on the completion of the purchase and sale contemplated, enter into and on and hold and enjoy the Lands for the residue of the respective terms of the Leases and all renewals of it, without any lawful interruption from or by the Vendor or any person claiming by, through or under the Vendor; and (e) to the best of Vendor’s its knowledge, beenexcept as noted in Schedule "B", or will be prior none of its Hydrocarbon Interests are subject to the closing reduction by virtue of the exercise conversion or other alteration of the Option granted hereunder, duly and validly located and recorded in a good and miner-like manner pursuant any third party interest relating to the laws of the State of Nevada and it; (5) there are in good standing in the State of Nevada as of at the date of this Agreementagreement no authorizations for expenditure or other financial commitments which are outstanding or due, or which may become due, in respect of its portion of the Assets or operations relating to it; (e6) Vendor it is duly incorporated under not a non-resident within the laws meaning of Nevada and is a valid and subsisting company in good standing under s. 116 of the laws of NevadaIncome Tax Act (Canada); (f) Vendor has the right to transfer, convey, option and assign its interest in the MANHATTAN Claims to MAX as contemplated in this Agreement; (ga) there are no adverse claims or challenges against or to Vendor’s interest in the MANHATTAN Claims nor to the knowledge of Vendor is there any basis therefor, and to Vendor’s knowledge, there are no outstanding production sales agreements or options to acquire or purchase the MANHATTAN Claims arrangements under which Vendor, or any portion thereof; (h) Vendor has the full rightparty acting on its behalf, authority and capacity is obligated to enter into this Agreement without first obtaining the consent of sell or deliver Hydrocarbon Substances allocatable to its Hydrocarbon Interests to any other person or body corporate and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which Vendor is a party or to which it is subjectparty; and (jb) no proceedings are pending forneither the Vendor nor any party acting on its behalf is obligated to deliver Hydrocarbon Substances allocatable to its Hydrocarbon Interests to any party without in due course receiving and being entitled to retain full payment at current contract prices; (8) all ad valorem, property, production, severance and similar taxes and assessments based on or measured by the ownership of property or the production of its Hydrocarbon Substances, or the receipt of proceeds from it, payable in respect of the Assets prior to the date of this agreement have been properly and fully paid and discharged, and Vendor is unaware of any basis for, the institution of any proceedings there are no unpaid taxes or assessments which could lead result in a lien or charge on the Assets; (9) to the placing best of Vendor its knowledge after due inquiry, except as will be disclosed in bankruptcywriting to the Purchaser, none of its Assets are subject to any preferential right of purchase or other preemptive right whereby any party would have the right to acquire any of its Assets as a consequence of it having agreed to sell its Assets to the Purchaser in accordance with it, and none of its Assets are subject to any position similar provision requiring consent of a third party to bankruptcythe sale of its Assets to the Purchaser in accordance with it; and (10) the Workers' Compensation Board of Alberta does not possess, and is not entitled to, a charge on or lien against any of the Assets. 1.2 The representations and warranties of Vendor set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which MAX has relied in entering into this Agreement and shall survive the acquisition of any interest in the MANHATTAN Claims by MAX. 1.3 Vendor will indemnify MAX from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by Vendor and contained in this Agreement.

VENDOR'S REPRESENTATIONS. 1.1 10.1 The Vendor represents hereby represents, warrants and warrants covenants to MAX and with the Purchaser that: (a) it a. the Vendor is a corporation duly organized, validly existing and in good standing under the beneficial owner laws of its jurisdiction of incorporation and the laws of those jurisdictions in which the Vendor is required to be registered; b. the Vendor has all requisite power and authority to enter into this Agreement and to perform the Vendor's obligations under this Agreement; c. the execution and delivery of this Agreement and each and every agreement or document to be executed and delivered hereunder and the consummation of the MANHATTAN Claims and holds transactions contemplated herein will not violate, nor be in conflict with, any provision of any agreement or instrument to which the right Vendor is a party or is bound, or any judgment, decree, order, statute, rule or regulation applicable to explore and develop the MANHATTAN Claims, subject to applicable rules and regulations Vendor or of the State of Utah and it is, constating documents or will be upon closing bylaws of the exercise Vendor; d. this Agreement has been duly executed and delivered by the Vendor and all documents required hereunder to be executed and delivered by the Vendor shall have been duly executed and delivered and this Agreement and such documents constitute legal, valid and binding obligations of the Option granted hereunder, also the registered owner of the MANHATTAN ClaimsVendor enforceable in accordance with their respective terms; (b) e. the Vendor has not incurred any obligation or liability contingent or otherwise, for brokers' or finders' fees in respect of this transaction for which the Purchaser shall have any obligation or liability; f. the Vendor does not warrant title to the best Assets but does represent and warrant that it has done no act or thing, nor is aware of Vendor’s knowledgeany act or thing having been done, Vendor holds whereby any of its interest in and to the MANHATTAN Claims Assets may be reduced, cancelled or determined, nor has it encumbered or alienated the Assets or any interest therein except for Permitted Encumbrances, and that the Assets are free and clear of all liens, charges encumbrances, adverse claims, demands and claims of othersroyalties created by, through or under the Vendor, except as expressly set forth in Schedule "A" and Permitted Encumbrances; (c) g. to the best of the Vendor's knowledge, information and belief, the Vendor has a free and unimpeded right not done any act nor omitted to do anything whereby the Vendor is, or would be, in default under the terms of access any applicable governmental rules or regulations, any Lease or any agreement pertaining to the MANHATTAN Claims Assets, where such default would impact materially and has use adversely upon the Assets, or any of them; h. there are no charges, claims or actions in existence, or to the best of the MANHATTAN Claims surface for Vendor's knowledge, information and belief, contemplated or threatened against or with respect to the purposes described hereinAssets; i. the Assets are not subject to any pre-emptive or preferential rights of purchase by any third party except as set forth in Schedule "A"; j. to the best of the Vendor's knowledge, information and belief, the Vendor has not received any written notice which remains in effect of non-payment of royalties and all ad valorem, property, production, severance and similar taxes and assessments based on, or measured by, the Vendor's ownership of the Assets, or the production of Petroleum Substances or the receipt of proceeds therefrom payable by the Vendor for assessment periods prior to the Effective Date; k. the Vendor is not a non-resident as described in Section 116 of the Income Tax Act (dCanada); l. the Vendor is not aware of, has not received and is not aware of any matter or event that it reasonably believes could give rise to: i. any orders or directives under any applicable governmental statute, regulation or order which relate to environmental matters and which require any work, repairs, construction or capital expenditures with respect to the Assets, where such orders or directives have not been complied with in all material respects; and ii. any demand or notice issued under any applicable governmental statute, regulation or order with respect to the breach of any environmental, health or safety law applicable to the Assets, including, without limitation, any rules or regulations respecting the use, storage, treatment, transportation or disposition of environmental contaminants, which demand or notice remains outstanding on the Closing Date; except as have been specifically disclosed by the Vendor, by notice to the Purchaser prior to execution of this Agreement; m. where the Vendor has operated the Lands, all ▇▇▇▇▇ located on the Lands (or land with which the Lands have been pooled or unitized) which have been abandoned have been abandoned in material compliance with all applicable statutes and regulations regarding the MANHATTAN Claims haveabandonment of ▇▇▇▇▇; n. no part of the Lands is subject to any drilling obligations which have accrued prior to the Closing Date and which have not been temporarily or permanently waived, saving and excepting those which have been disclosed to the Purchaser prior to the Closing Date; o. to the best of Vendor’s 's knowledge, been, or will be prior to the closing of the exercise of the Option granted hereunder, duly information and validly located and recorded in a good and miner-like manner pursuant to the laws of the State of Nevada and are in good standing in the State of Nevada as of the date of this Agreement; (e) Vendor is duly incorporated under the laws of Nevada and is a valid and subsisting company in good standing under the laws of Nevada; (f) Vendor has the right to transfer, convey, option and assign its interest in the MANHATTAN Claims to MAX as contemplated in this Agreement; (g) there are no adverse claims or challenges against or to Vendor’s interest in the MANHATTAN Claims nor to the knowledge of Vendor is there any basis therefor, and to Vendor’s knowledgebelief, there are no authorizations for expenditure pursuant to which expenditures are or may be made, nor any other financial commitments which are outstanding agreements or options due, or thereafter may become due, other than rentals, in respect of the Assets, or operations in respect thereof, other than those which have been incurred or undertaken by the Vendor in the ordinary course of business and which shall have been disclosed to acquire or purchase the MANHATTAN Claims or any portion thereofPurchaser prior to the Closing Date; (h) Vendor has p. subject to the full rightrents, authority covenants, conditions and capacity stipulations in the Leases and any agreements pertaining to the Assets and on the lessee's or holder's part thereunder to be paid, performed and observed, the Purchaser may enter into this Agreement and upon, hold and enjoy the Assets for the residue of their respective terms and all renewals or extensions thereof for the Purchaser's own use and benefit without first obtaining any lawful interruption of or by the consent of Vendor or any other person whomsoever claiming by, through or body corporate under the Vendor and the consummation Vendor binds itself to warrant and defend all and singular the Assets against all persons whomsoever claiming or to claim the same or any part thereof or any interest therein by, through or under the Vendor; q. the Vendor is not obligated by virtue of any prepayment arrangement under any contract for the sale of hydrocarbons containing a "take or pay" or similar provision, or a production payment or any other arrangement, to deliver hydrocarbons produced from the Assets at some future time without then or thereafter full payment therefore at current market prices; r. any and all operations of the transaction herein contemplated will not conflict Vendor, and to its knowledge, information and belief, any and all operations by third parties, on or in respect of the Assets, have been conducted in accordance with good oil and gas industry practices and in material compliance with all applicable laws, rules, regulations, orders and directives of governmental and other competent authorities; and except as set forth in Schedule "B", there are no production sale agreements or result in any breach of any covenants or agreements contained inarrangements under which it, or constitute a default underany third party acting on its behalf, is obligated to sell or result in deliver Petroleum Substances allocable to the creation of any encumbrance under the provisions of any indenture, agreement or Petroleum and Natural Gas Rights other instrument whatsoever to than contracts which Vendor is a party or to which it is subjectare terminable on not more than thirty (30) days notice; and (j) 10.2 The Vendor makes no proceedings are pending forrepresentations or warranties to the Purchaser in addition to those expressly enumerated in Clause 10.1. Except and to the extent provided for in Clause 10.1, the Vendor does not warrant title to the Assets or make any representations or warranties with respect to: a. any data or information, including any engineering, geological or other interpretations or evaluations supplied by the Vendor in connection with the Assets; b. the quality, quantity or recoverability of Petroleum Substances within or under the Lands or any lands pooled or unitized therewith; the value of the Assets or the future cash flow therefrom; and Vendor is unaware the quality, condition, fitness or merchantability of any basis fortangible depreciable equipment or property, interests in which are comprised in the institution of any proceedings which could lead to the placing of Vendor in bankruptcy, or in any position similar to bankruptcyAssets. 1.2 The 10.3 Except for the representations and warranties of Vendor set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which MAX has relied in entering into this Agreement and shall survive the acquisition of any interest Clause 10.1 or in the MANHATTAN Claims by MAX. 1.3 event of fraud, the Purchaser forever releases and discharges the Vendor will indemnify MAX and each of its directors, officers, agents and employees from all loss, damageany losses, costs, actions damages or expenses of the Purchaser and suits arising out its assigns and successors that may result from the use or reliance upon advice, information and materials pertaining to the Assets delivered or made available to the Purchaser by the Vendor or any of its directors, officers, agents or in connection with any breach of any representation, warranty, covenant, agreement employees prior to or condition made by Vendor and contained in under this Agreement, including, without limitation, any evaluations, projections, reports and interpretive materials prepared by or for the Vendor, or otherwise in its possession.

VENDOR'S REPRESENTATIONS. 1.1 Vendor represents The Vendors represent and warrants warrant to MAX the Purchaser that: (a) it is The Vendors are the registered and beneficial owner owners of the MANHATTAN Claims and holds collectively hold the right to transfer title to the Claims and to explore and develop the MANHATTAN Claims, subject to applicable rules and regulations of the State of Utah and it is, or will be upon closing of the exercise of the Option granted hereunder, also the registered owner of the MANHATTAN Claims; (b) to The Vendors hold the best of Vendor’s knowledge, Vendor holds the MANHATTAN Claims free and clear of all liens, charges and claims of others; (c) Vendor has , and the Vendors have a free and unimpeded right of access to the MANHATTAN Claims and has have use of the MANHATTAN Claims surface for the purposes described hereinherein purposes; (dc) the MANHATTAN The Claims have, to the best of Vendor’s knowledge, been, or will be prior to the closing of the exercise of the Option granted hereunder, have been duly and validly located and recorded in a good and miner-like manner pursuant to the laws of the State of Nevada British Columbia and are in good standing in the State of Nevada British Columbia as of the date of this Agreement; (ed) Vendor is duly incorporated under the laws of Nevada and is a valid and subsisting company in good standing under the laws of Nevada; (f) Vendor has the right to transfer, convey, option and assign its interest in the MANHATTAN Claims to MAX as contemplated in this Agreement; (g) there There are no adverse claims or challenges against or to Vendor’s interest in the MANHATTAN Vendors' ownership of or title to any of the Claims nor to the knowledge of Vendor the Vendors is there any basis therefor, and to Vendor’s knowledge, there are no outstanding agreements or options to acquire or purchase the MANHATTAN Claims or any portion thereof; (he) Vendor has The Vendors have the full right, authority and capacity to enter into this Agreement without first obtaining the consent of any other person or body corporate and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which either Vendor is a party or by which they are bound or to which it is they are subject; and (jf) no No proceedings are pending for, and Vendor is the Vendors are unaware of any basis for, the institution of any proceedings which could lead to the placing of either Vendor in bankruptcy, or in any position similar to bankruptcy. 1.2 The representations and warranties of Vendor the Vendors set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which MAX the Purchaser has relied in entering into this Agreement and shall survive the acquisition of any interest in the MANHATTAN Claims by MAXthe Purchaser. 1.3 Vendor will indemnify MAX from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by Vendor and contained in this Agreement.

VENDOR'S REPRESENTATIONS. 1.1 The Vendor hereby represents and warrants to MAX and in favour of the Purchaser that, to its knowledge, as of the Acceptance Date and as of the Closing Date: (a) it the Vendor is the beneficial owner of the MANHATTAN Claims and holds the right to explore and develop the MANHATTAN Claims, subject to applicable rules and regulations of the State of Utah and it is, or will be upon closing of the exercise of the Option granted hereunder, also the registered owner of the MANHATTAN Claims; (b) Property and has the full power and authority to transfer title to the best of Vendor’s knowledge, Vendor holds the MANHATTAN Claims free and clear of all liens, charges and claims of others; (c) Vendor has a free and unimpeded right of access Property to the MANHATTAN Claims and has use of Purchaser in accordance with the MANHATTAN Claims surface for the purposes described herein; (d) the MANHATTAN Claims have, to the best of Vendor’s knowledge, been, or will be prior to the closing of the exercise of the Option granted hereunder, duly and validly located and recorded in a good and miner-like manner pursuant to the laws of the State of Nevada and are in good standing in the State of Nevada as of the date terms of this Agreement; (eb) the Vendor is duly incorporated not and will not be at the Closing Date a non-resident of Canada within the meaning of Section 116 of the Income Tax Act (Canada); (c) none of the execution and delivery of this Agreement, the performance of the Vendor's obligations under this Agreement, or the completion of the transactions contemplated by this Agreement, will result in or constitute a breach of any term or provision of, or constitute a default under, the articles or by-laws of the Vendor or any agreement or other commitment to which the Vendor is a party; (d) if applicable, the Vendor is a corporation existing and governed by the laws of Nevada Ontario and is a valid has the necessary authority, power and subsisting company in good standing under capacity to own the laws Property, to enter into this Agreement and to carry out and deliver the documents and transactions contemplated herein on the terms and conditions herein contained; (e) if applicable, the Agreement and the obligations of Nevadathe Vendor hereunder, and the documents and transactions contemplated herein have been duly and validly authorized by all requisite corporate proceedings; (f) the Property is not now and shall not be at the Closing Date subject to any claim for a lien pursuant to the Construction Act (Ontario) arising as a result of the supply of services or materials to an improvement of the Property for the Vendor has the right to transfer, convey, option and assign or its interest in the MANHATTAN Claims to MAX as contemplated in this Agreementcontractors or subcontractors; (g) there are no adverse claims material actions, suits or challenges proceedings commenced or pending against or to Vendor’s interest affecting the Vendor in the MANHATTAN Claims nor relation to the knowledge Property or the occupancy or use of Vendor is there any basis therefor, and to the Property by the Vendor’s knowledge, there are no outstanding agreements or options to acquire or purchase the MANHATTAN Claims or any portion thereof; (h) no notice has been received by the Vendor regarding the Property which remains outstanding from any governmental or quasi-governmental authority relating to any work order, deficiency or non-compliance with any zoning by-laws, environmental protection legislation or other regulations; (i) neither the Property nor any part of the Property has been expropriated and there are no existing, or, to the full rightknowledge of the Vendor, authority contemplated expropriation proceedings or other similar public or private proceedings affecting the Property or any part of the Property; (j) to the best of the Vendor's knowledge and capacity belief, except as otherwise disclosed to enter into this Agreement without first obtaining the consent Purchaser, in writing, the Vendor is not aware, after due inquire, including with its senior management and environmental consultants, of any other person environmental matters or body corporate and hazardous substances affecting the consummation Property; (k) there are no service or maintenance contracts that shall bind the Purchaser after Closing; (l) the Property is not and, prior to Closing, shall not be restricted by or subject to any interest contemplated in the Family Law Act (Ontario); such restrictions/interests shall include, without limitation, designation of part or all of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute Property as a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which Vendor is a party or to which it is subject"matrimonial home" thereunder; and (jm) there are no proceedings are pending for, and Vendor is unaware options to purchase or rights of any basis for, the institution of any proceedings which could lead first refusal to purchase with respect to the placing of Vendor in bankruptcy, Property or in any position similar to bankruptcypart thereof that have not expired or been waived. 1.2 The representations and warranties of Vendor set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which MAX has relied in entering into this Agreement and shall survive the acquisition of any interest in the MANHATTAN Claims by MAX. 1.3 Vendor will indemnify MAX from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by Vendor and contained in this Agreement.

VENDOR'S REPRESENTATIONS. 1.1 The Vendor represents and warrants to MAX the Purchaser that: (a) it the Vendor is the recorded and beneficial owner of a 100% interest in the MANHATTAN Claims and holds the right to explore transfer all right, title and develop interest to the MANHATTAN Claims, subject to applicable rules and regulations of the State of Utah and it is, or will be upon closing of the exercise of the Option granted hereunder, also the registered owner of the MANHATTAN Claims; (b) to the best of Vendor’s knowledge, Vendor holds the MANHATTAN Claims are free and clear of all liens, charges charge(s), encumbrances and claims of others; (c) , and the Vendor has a free and unimpeded right of access to the MANHATTAN Claims and has use of the MANHATTAN Claims surface for the purposes described hereinherein purposes; (dc) the MANHATTAN Claims have, to the best of Vendor’s knowledge, been, or will be prior to the closing of the exercise of the Option granted hereunder, duly and have been validly located and are now duly recorded in a good and miner-like manner pursuant to the laws of the State Province of Nevada British Columbia and are in good standing in accordance with the State laws of Nevada the Province of British Columbia as of the date of this Agreement; (e) Vendor is duly incorporated under the laws of Nevada and is a valid and subsisting company in good standing under the laws of Nevada; (f) Vendor has the right to transfer, convey, option and assign its interest in the MANHATTAN Claims to MAX as contemplated in this Agreement; (gd) there are no adverse claims or challenges against or to the Vendor’s ownership of or title to his interest in the MANHATTAN Claims nor to the knowledge of the Vendor is there any basis therefor, and to Vendor’s knowledge, there are no outstanding agreements or options to acquire or purchase the MANHATTAN Claims or any portion thereof; (he) the Vendor has the full right, authority and capacity to enter into this Agreement without first obtaining the consent of any other person or body corporate and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which the Vendor is a party or by which he is bound or to which it he is subject; and; (jf) no proceedings are pending for, and the Vendor is unaware of any basis for, the institution of any proceedings which could lead to the placing of Vendor himself in bankruptcy, or in any position similar to bankruptcy; (g) the entering into this Agreement does not conflict with any applicable laws nor does it conflict with, or result in a breach of or accelerate the performance required by any contract or other commitment to which it is party or by which it is bound; (h) it has the exclusive right to enter into this Agreement and all necessary authority to sell to the Purchaser a 100% right, title and interest in and to the Claim’s in accordance with the terms and conditions of this Agreement; (i) it has the exclusive right to receive 100% of the proceeds from the sale of gravel, sand, minerals, metals, ores or concentrates removed from the Claims and no person, firm or corporation is entitled to any royalty or other payment in the nature of rent or royalty on such materials removed from the Claims or is entitled to take such materials in kind; (j) reclamation and rehabilitation of those parts of the Claims which have been previously worked by the Vendor, if any, have been properly completed in compliance with all applicable laws and the Vendor hereby covenants and agrees to save the Purchaser harmless from and against any loss, liability, claim, demand, damage, expense, injury or death arising out of or in connection with the operations or activities which were carried out on the Claims by the Vendor prior to the Closing Date (as herein after defined); (k) to the best of its knowledge and belief after having made reasonable enquiry, reclamation and rehabilitation of those parts of the Claims which have been previously worked by persons other than the Vendor, if any, have been properly completed in compliance with all applicable laws by such other persons, or if not so completed, the Vendor has used its best efforts to mitigate the damage to the environment resulting from such previous work; (l) without limiting the generality of subparagraphs 1.1(j) and (k), to the best of the Vendor’s knowledge, its contractors, if any, (i) have operated the Claims and have at all times received, handled, used, stored, treated, shipped and disposed of all environmental or similar contaminants in strict compliance with all applicable environmental, health or safety laws, regulations, orders or approvals, and (ii) have removed from and off the Claims all environmental or similar contaminants; (m) to the best of the Vendor’s knowledge there are no orders or directions relating to environmental or similar matters requiring any work, repairs, construction or capital expenditures with respect to the Claims and the conduct of the business related thereto, nor has the Vendor received any notice of such; (n) to the best of the Vendor’s knowledge no hazardous or toxic materials, substances, pollutants contaminants or wastes have been released by the Vendor’s contractors into the environment, or deposited, discharged, placed or disposed of at, on or near the Claims as a result of the contractor’s operations carried out on the Claims; (o) to the best of the Vendor’s knowledge: (i) no notices of any violation or apparent violation of any of the matters referred to in subparagraphs 1.1(k) through 1.1(n) relating to the Claims or its use have been received by the Vendor; and (ii) there are no writs, injunctions, orders or judgements outstanding, no law suits, claims, proceedings or investigations pending or threatened, relating to the use, maintenance or operation of the Claim, whether related to environmental or similar matters, or otherwise, nor, to the knowledge of the Vendor, is there any basis for such law suits, claims, proceedings or investigations being instituted or filed; and (p) it has advised the Purchaser of all the material information relating to the mineral potential of the Claims of which the Vendor has knowledge; (q) the Vendor has complied with all laws, statutes, ordinances, regulations, rules, judgments, decrees or orders applicable to the Claims. Schedule ”A” sets out a complete and accurate list of the Claims held by or granted to the Vendor, and there are no other licences, permits, approvals, consents, certificates, registrations or authorizations necessary to own or lease any of the Claims. Each Claim is valid, subsisting and in good standing and the Vendor is not in default or breach of any Claim and, to the knowledge of the Vendor, no proceeding is pending or threatened to revoke or limit any Claim. The Vendor has provided a true and complete copy of each Claim and all amendments thereto to the Purchaser; (r) there are no outstanding liabilities for taxes payable, collectible or remittable by the Vendor, whether assessed or not, which may result in an encumbrance on or other claim against or seizure or sale of all or any part of the Claims or would otherwise adversely affect the Claims or would result in the Purchaser becoming liable or responsible therefor. There are no actions, suits, proceedings, investigations or claims pending or threatened against the Vendor in respect of the taxes or Claims which may result in an encumbrance on or other claim against or seizure or sale of any of the Claims or liability or responsibility on the part of the Purchaser for taxes payable, collectible or remittable by the Vendor nor are any material matters under discussion with any governmental authority relating to taxes; (s) there are no actions, suits or proceedings (whether or not purportedly on behalf of the Vendor) pending or, to the best knowledge of the Vendor, after due enquiry, threatened against or affecting the Vendor at law or in equity or before or by any federal, provincial, municipal or other governmental department, court, commission, board, bureau, agency or instrumentality, domestic or foreign, or before or by an arbitrator or arbitration board. The Vendor is not aware of any ground on which any such action, suit or proceeding might be commenced with any reasonable likelihood of success; (t) the Vendor is not a non-resident of Canada for the purposes of the Income Tax Act (Canada); and (u) neither this Agreement nor any document to be delivered by the Vendor nor any certificate, report, statement or other document furnished by the Vendor in connection with the negotiation of this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading. There has been no event, transaction or information that has come to the attention of the Vendor that has not been disclosed to the Purchaser in writing that could reasonably be expected to have a material adverse effect on the Claims. 1.2 The representations and warranties of Vendor hereinbefore set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which MAX the Purchaser has relied in on entering into this Agreement and shall survive the acquisition sale and purchase of any interest in the MANHATTAN Claims by MAX. 1.3 Claims, and the Vendor will indemnify MAX hereby forever indemnifies and saves Vendor harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement representation or condition warranty made by Vendor it and contained in this Agreement.

VENDOR'S REPRESENTATIONS. 1.1 Vendor represents and warrants to MAX Purchaser that: (a) Imperial Oil is a partnership duly formed pursuant to, and validly subsisting under, the laws of those jurisdictions in which it is required to be registered for the beneficial owner purposes of the MANHATTAN Claims and holds the right to explore and develop the MANHATTAN Claims, subject to applicable rules and regulations of the State of Utah and it is, or will be upon closing of the exercise of the Option granted hereunder, also the registered owner of the MANHATTAN Claimsthis transaction; (b) Vendor has the requisite power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement; (c) the execution and delivery of this Agreement and the completion of the sale of the Assets in accordance with the terms of this Agreement do not and will not violate or conflict with any provision of: (i) the constating documents relating to Vendor or any statute, rule or regulation applicable to Vendor, or (ii) any agreement or instrument to which Vendor is a party or by which it is bound and of which Vendor has Knowledge or any judgment, decree or order applicable to Vendor; (d) this Agreement is, and all documents executed and delivered pursuant to this Agreement will be, legal, valid and binding obligations of Vendor enforceable against Vendor in accordance with their terms; (e) Vendor does not warrant title to the best of Vendor’s knowledgeLeases or Fee Simple Lands, however, Vendor holds does represent and warrant that: (i) it has not committed any act or failed to do any act that would result in any of the MANHATTAN Claims Leases or Fee Simple Lands being cancelled or subject to termination, surrender, forfeiture, alienation or reduction; and (ii) the Leases, the Tangibles and the Fee Simple Lands are free and clear of all liens, charges encumbrances, adverse claims, demands and claims of others; (c) Vendor has a free and unimpeded right of access to the MANHATTAN Claims and has use of the MANHATTAN Claims surface royalties or other interests created by, through or under Vendor, except for the purposes described herein; (d) the MANHATTAN Claims have, to the best of Vendor’s knowledge, been, or will be prior to the closing of the exercise of the Option granted hereunder, duly and validly located and recorded in a good and miner-like manner pursuant to the laws of the State of Nevada and are in good standing in the State of Nevada as of the date of this Agreement; (e) Vendor is duly incorporated under the laws of Nevada and is a valid and subsisting company in good standing under the laws of NevadaPermitted Encumbrances; (f) subject to the rents, covenants and conditions of the Leases to be paid, performed and observed by the lessee, Purchaser may hold the Leases for the remainder of their terms, and all renewals or extensions of them and may hold the Fee Simple Lands, for its own benefit without interruption by Vendor has the right to transferor any other person claiming by, convey, option and assign its interest in the MANHATTAN Claims to MAX as contemplated in this Agreementthrough or under Vendor; (g) there are no adverse claims authorizations for expenditures pursuant to which expenditures are or challenges against may be made, nor any other financial commitments outstanding or due, or that may become due for the Assets or their operations after the Effective Time other than those to Vendor’s interest in the MANHATTAN Claims nor which Purchaser has given its consent and those for which no consent was required pursuant to the knowledge of Vendor is there any basis therefor, Leases and to Vendor’s knowledge, there are no outstanding agreements or options to acquire or purchase the MANHATTAN Claims or any portion thereofoperating agreements; (h) to the best of Vendor's Knowledge, Vendor has performed and observed all of its duties, liabilities, obligations and covenants required to be performed by it under the full right, authority and capacity to enter into this Agreement without first obtaining the consent terms of any other person or body corporate and the consummation of the transaction herein contemplated will Leases and agreements pertaining to the Assets, and Vendor is not conflict with or result in any breach default of any of the terms, covenants and conditions of those Leases or agreements contained inagreements, the default of which would have a material adverse effect on the aggregate value of the Assets; (i) to the best of Vendor's Knowledge, there are no charges, claims, proceedings, suits or actions in existence contemplated or threatened, against the Assets or the interest of Vendor in them that would have a material adverse effect on the aggregate value of the Assets; (j) Vendor has not incurred any liability, contingent or otherwise, for brokers' or finders' fees for this transaction for which Purchaser will have any obligation or liability; (k) to the best of Vendor's Knowledge, all ad valorem, property, production, severance and similar taxes and assessments based on, or constitute a default undermeasured by, the ownership of the Assets or result the receipt of proceeds from them, and all rentals incurred prior to Closing Date that are due before Closing Date will have been paid by Vendor; (l) to best of Vendor's Knowledge: (i) all operations in respect of the creation of any encumbrance under Assets have been conducted in accordance with Applicable Law in all material respects; (ii) all material permits, authorizations, approvals and licences required to operate the provisions of any indenture, agreement or other instrument whatsoever to which Vendor is a party or to which it is subjectPipeline Assets have been obtained and are in force; and (jiii) no proceedings are pending forall Tangibles have been maintained in accordance with good industry practices; (m) except for agreements that can be terminated on notice of 31 days or less without penalty, and the Vendor is unaware not a party to any agreement for the contract operation by a Third Party of the Assets or any of them, or agreements to provide transportation, capacity or service to any person; (n) none of the Tangibles whose value is in excess of $50,000 are subject to a lease to or from Vendor; (o) to the best of Vendor's Knowledge, Vendor has not received notice of default and is not, to Vendor's Knowledge, in any default under any material obligation, agreement, document, order, writ, injunction or decree of any basis forGovernment Authority or Applicable Law, which could reasonably be expected to have a material adverse effect on the institution aggregate value of the Assets; (p) the Assets are not subject to any preferential right of purchase requiring procurement of a waiver from a Third Party prior to the disposition of any proceedings which could lead of the Assets; (q) to the placing best of Vendor Vendor's Knowledge, it has not received any notices, orders or demands from any Governmental Authority for any Environmental Matter relating to the Assets that has not been complied with in bankruptcyall material respects; (r) neither the Vendor, or in nor any position similar to bankruptcy.of its partners, is a non-resident of Canada for the purposes of the Income Tax Act (Canada); and 1.2 The (s) without limiting the generality of the foregoing representations and warranties of Vendor, Vendor set out has not failed to disclose to Purchaser, any fact or information that would be material to a purchaser of assets similar to the Assets, and there has been no event, transaction or information that could reasonably be expected to have a material adverse effect on the aggregate value of the Assets that Vendor is aware of that it has not disclosed either, in paragraph 1.1 above form a part of this Agreement and are conditions upon which MAX has relied in entering into this Agreement and shall survive the acquisition of any interest in the MANHATTAN Claims writing to Purchaser, or made available for review by MAXVendor. 1.3 Vendor will indemnify MAX from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by Vendor and contained in this Agreement.

VENDOR'S REPRESENTATIONS. 1.1 The Vendor covenants with and represents and warrants to MAX the Purchaser realizing that the Purchaser is relying upon such covenants, representations and warranties, that: (a) it The Vendor has been duly incorporated and is validly existing under the beneficial owner laws of its jurisdiction of incorporation and has all requisite authority, power and corporate capacity to carry on its business, as now conducted and to own its properties and assets and has good right, full power and absolute authority to carry out its obligations under this Agreement, including, without limitation, the sale, transfer, assignment and conveyance of the MANHATTAN Claims Assets to the Purchaser in the manner herein provided for according to the true intent and holds the right to explore and develop the MANHATTAN Claims, subject to applicable rules and regulations meaning of the State of Utah and it is, or will be upon closing of the exercise of the Option granted hereunder, also the registered owner of the MANHATTAN Claimsthis Agreement; (b) The Vendor has good and marketable title to the best of Vendor’s knowledge, Assets and the Assets are owned by the Vendor holds the MANHATTAN Claims free and clear of all liensEncumbrances, charges and claims no person has any agreement or option or any right capable of othersbecoming an agreement for the purchase, lease or encumbering of the Assets or any of them; (c) Vendor has a free and unimpeded right of access There are no lawsuits, claims, proceedings, actions, judgments or investigations pending or, to the MANHATTAN Claims and has use best of the MANHATTAN Claims surface for Vendor's knowledge, threatened or contemplated against or with respect to, the purposes described hereinAssets or the Vendor that would reasonably be expected to adversely affect the Purchaser's possession, ownership or operation of any of the Assets; (d) The Vendor is in compliance with all Legal Requirements and orders of Governmental Authorities, except to the MANHATTAN extent that non-compliance would not reasonably be expected to result in a material claim against the Assets, and: (i) no event has occurred or circumstance exists that (with or without notice or lapse of time) would reasonably be expected to constitute or result in a violation by Vendor of, or a failure on the part of Vendor to comply with, any Legal Requirement in respect to the Vendor's possession, ownership or operation of the Assets, except for a violation or failure to comply that would not reasonably be expected to result in a material claim against the Assets; and (ii) Vendor has not received any written notice or other written communication from any Governmental Authority regarding any violation of, or failure to comply with, any Legal Requirement in respect of the Vendor's possession, ownership or operation of the Assets; (e) The execution, delivery of, performance of and compliance with the terms of this Agreement and any agreements to be executed and delivered pursuant hereto by the Vendor, will not conflict with any term or provision of the articles or certificate of incorporation or bylaws or resolutions of the directors of the Vendor, result in any breach of, or constitute a default under and do not and will not create a state of facts which, after notice or lapse of time or both, would result in a breach of or constitute a default under any term or provision of any indenture, mortgage, note, contract, agreement (written or oral), instrument, lease or other document to which the Vendor is a party or by which it is bound, or violate any judgment, decree, order, statute, rule or regulation applicable to the Vendor, which default, breach or violation would reasonably be expected to have a material adverse effect on the Assets. Except for approval by the Vendor's board of directors obtained on or prior to the date hereof, no consents, provisions or approvals are necessary for the Vendor to execute and deliver this Agreement and consummate the transactions contemplated hereby; (f) This Agreement has been duly authorized, executed and delivered by the Vendor and all other documents executed and delivered by Vendor pursuant hereto shall be duly authorized, executed and delivered by the Vendor and will constitute legal, valid and binding obligations of the Vendor enforceable in accordance with their respective terms, subject to the qualification that such enforceability may be subject to (i) bankruptcy, insolvency, fraudulent preference, reorganization or other laws relating to or affecting creditors rights generally; and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at equity or in law); (g) Schedule "A" constitutes a complete and accurate list and description as of the date hereof of the Rigs and all related inventory, equipment and tools, including all spares, drill pipe and collars, handling tools, subs, hand tools and other items constituting part of the Assets (excluding, however, any Excluded Assets); (h) The Assets are in material compliance with all Environmental Laws applicable to the Vendor's operations in Peru relating to the protection of the environment, occupational health and safety or the processing, use, treatment, storage, disposal, discharge, transport or handling of Hazardous Substances and the Vendor holds all Environmental Permits required by Environmental Laws for the operation of the Assets as operated by Vendor on the date hereof, except to the extent that any non-compliance with Environmental Laws or failure to obtain an Environmental Permit would not reasonably be expected to result in a material Environmental Claim against the Assets. The Vendor has not received written notice of any Environmental Claims haveor been prosecuted for, an offence alleging non-compliance of any Asset with any Environmental Law, and, to the best of Vendor’s knowledge, been, or will be prior to the closing of the exercise of the Option granted hereunder, duly and validly located and recorded in a good and miner-like manner pursuant to the laws of the State of Nevada and are in good standing in the State of Nevada as of the date of this Agreement; (e) Vendor is duly incorporated under the laws of Nevada and is a valid and subsisting company in good standing under the laws of Nevada; (f) Vendor has the right to transfer, convey, option and assign its interest in the MANHATTAN Claims to MAX as contemplated in this Agreement; (g) there are no adverse claims or challenges against or to Vendor’s interest in the MANHATTAN Claims nor to the knowledge of Vendor is there any basis therefor, and to Vendor’s 's knowledge, there are no outstanding agreements orders or options directions relating to acquire environmental matters requiring any work, repairs, construction or purchase capital expenditures to be made with respect to the MANHATTAN Claims Assets, nor has the Vendor received written notice of any of the same. To the best of Vendor's knowledge, there has not been a release of any Hazardous Substance on or from any portion thereofAsset with respect to which the Vendor is or may reasonably be alleged to have material liability, other than a release that would not reasonably be expected to result in a material Environmental Claim against the Assets, nor has the Vendor received any written notice that it is potentially responsible for a federal, provincial, municipal or local clean-up site or corrective action under any applicable Environmental Laws that would be binding on the Purchaser or the Assets after the Closing. The representations in this clause 6(h) shall constitute the sole and exclusive representations provided by the Vendor regarding environmental matters; (hi) The Vendor has the full right, authority and capacity to enter into this Agreement without first obtaining the consent of any other person not assigned or body corporate and the consummation of the transaction herein contemplated will not conflict with or result in any breach of way restricted its right nor has any covenants or agreements contained in, or constitute a default under, or result third party restricted the Vendor's right to receive revenue from the Assets in any manner that will impair the creation of any encumbrance under Purchaser's right to receive revenues from the provisions of any indenture, agreement or other instrument whatsoever to which Vendor is a party or to which it is subject; andAssets after the Closing Date; (j) no proceedings The Assets are pending for, insured and all policies of insurance insuring the Assets are in full force and effect and the Vendor is unaware in compliance with the terms of such policies in all material respects; (k) The Vendor is not in a state of bankruptcy or moratorium and has not sought protection under any basis for, the institution of any proceedings which could lead to the placing of Vendor in bankruptcy, bankruptcy or moratorium law or in general sought or initiated any position similar action designed to bankruptcy.receive protection against creditors in general; 1.2 (l) The representations and warranties of Vendor set out has not incurred any liability, contingent or otherwise, for broker's, agent's or finder's fees in paragraph 1.1 above form a part respect of this Agreement for which the Purchaser shall have any obligation or liability; (m) Between April 15, 2005 and are conditions upon which MAX has relied the date hereof the Assets have been maintained by the Vendor in entering into this Agreement substantially the same condition as when inspected by the Purchaser, reasonable wear and shall survive the acquisition tear excepted, and no Assets have been transferred or lost (subject to consumption and replenishment of any interest inventory in the MANHATTAN Claims by MAX.Ordinary Course of Business); 1.3 Vendor will indemnify MAX from (n) To the best of Vendor's knowledge, the Assets together with the assets sold pursuant to the Peru Purchase Agreement (250) constitute all loss, damage, costs, actions and suits arising out of or in connection with any breach the assets of any representation, warranty, covenant, agreement or condition made by the Vendor and contained its affiliates in this AgreementIquitos, Peru.

VENDOR'S REPRESENTATIONS. 1.1 The Vendor represents and warrants to MAX the Purchaser now and at the Closing Date that: (a) it is the Vendor has good and sufficient right and authority to enter into this Agreement on the terms and conditions herein set forth and to transfer the legal title and beneficial owner ownership of a 10% undivided interest in and to the MANHATTAN Claims and holds Assets to the right to explore and develop the MANHATTAN Claims, subject to applicable rules and regulations of the State of Utah and it is, or will be upon closing of the exercise of the Option granted hereunder, also the registered owner of the MANHATTAN ClaimsPurchaser; (b) the Vendor has good and marketable title to the best 10% interest in the Assets, all of Vendor’s knowledge, Vendor holds the MANHATTAN Claims which are free and clear of all liens, charges and claims encumbrances, and all of otherswhich Assets are in the possession of or under the control of the Vendor; (c) Vendor there has a free been no act of God, damage, destruction, loss, labour disruption or trouble, or other event (whether or not covered by insurance) materially and unimpeded right of access to the MANHATTAN Claims and has use adversely affecting any of the MANHATTAN Claims surface for Assets or the purposes described hereinorganization, operations, affairs, business, properties, prospects or financial condition or position of the Vendor's business operations; (d) the MANHATTAN Claims haveVendor has not, to the best of Vendor’s knowledgedirectly or indirectly, been, engaged or will be prior to the closing entered into any transaction or incurred any liability or obligation which might materially and adversely affect any of the exercise Assets or the organization, operations, affairs, business, properties, prospects or financial condition or position of the Option granted hereunder, duly and validly located and recorded in a good and miner-like manner pursuant to the laws of the State of Nevada and are in good standing in the State of Nevada as of the date of this AgreementSeaview Beach Shack business; (e) there is no indebtedness of the Vendor to any person which might, by operation of law or otherwise, now or hereafter constitute or be capable of forming an encumbrance upon any of the Assets and there is duly incorporated under no indebtedness of any kind whatsoever relating to the laws business in respect of Nevada and is a valid and subsisting company in good standing under which the laws of NevadaPurchaser may become liable on or after the Closing Date; (f) Vendor has no action, suit, judgment, investigation, inquiry, assessment, reassessment, litigation, determination or administrative or other proceeding or arbitration before or of any court, arbitrator or governmental authority is in process, or pending or threatened, against or relating to the right to transfer, convey, option Vendor's business or any of the Assets and assign its interest in no state of facts exists which could constitute the MANHATTAN Claims to MAX as contemplated in this Agreementbasis therefor; (g) there are is no adverse claims written, verbal or challenges against implied agreement, option, understanding or to Vendor’s commitment or any right or privilege capable of becoming any of the same, for the purchase from the Vendor of its interest in the MANHATTAN Claims nor to the knowledge of Vendor is there any basis therefor, and to Vendor’s knowledge, there are no outstanding agreements or options to acquire or purchase the MANHATTAN Claims or any portion thereof;Assets; and (h) the Vendor has the full right, authority and capacity to enter into this Agreement without first obtaining the consent is not aware of any other person fact relating to the Vendor's business, the Assets or body corporate and the consummation any indebtedness of the transaction herein business or the transactions contemplated will not conflict with hereby which might reasonably be expected to affect, materially and adversely, any of the Assets or result in any breach the organization, operations, affairs, properties, prospects or financial condition or position of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which Vendor is a party or to which it is subject; and (j) no proceedings are pending for, and Vendor is unaware of any basis for, the institution of any proceedings which could lead to the placing of Vendor in bankruptcy, or in any position similar to bankruptcybusiness. 1.2 The representations and warranties of Vendor set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which MAX has relied in entering into this Agreement and shall survive the acquisition of any interest in the MANHATTAN Claims by MAX. 1.3 Vendor will indemnify MAX from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by Vendor and contained in this Agreement.

VENDOR'S REPRESENTATIONS. 1.1 The Vendor hereby represents and warrants to MAX thatand in favour of the Purchaser that as of the date of this Agreement and (except as otherwise provided in this Section 6.1) as of the Closing Date: (a) it is a corporation duly incorporated and subsisting under the beneficial owner laws of its place of incorporation, and has the necessary corporate authority, power and capacity to own its interest in the Subject Assets and to enter into this Agreement and all agreements, transfers, assignments and other documents to be delivered by it pursuant hereto and to complete the Transaction and perform its obligations under the documents to be entered into by it pursuant hereto in respect of the MANHATTAN Claims Transaction on the terms and holds the right to explore and develop the MANHATTAN Claims, subject to applicable rules and regulations of the State of Utah and it is, or will be upon closing of the exercise of the Option granted hereunder, also the registered owner of the MANHATTAN Claimsconditions herein contained; (b) to this Agreement and the best obligations of Vendor’s knowledgethe Vendor hereunder and each of the agreements, transfers, assignments and other documents entered into by the Vendor holds pursuant hereto (including without limitation, the MANHATTAN Claims free Closing Documents), and clear the Transaction contemplated herein, have been duly and validly authorized by all requisite proceedings of all liensthe Vendor and constitute (or will constitute on Closing, charges in the case of Closing Documents) legal, valid and claims binding obligations of othersthe Vendor enforceable against the Vendor in accordance with its and their terms; (c) Vendor has a free and unimpeded right of access to the MANHATTAN Claims and has use best knowledge of the MANHATTAN Claims surface for Vendor, neither the purposes described hereinentering into nor delivery of this Agreement nor the completion by the Vendor of the Transaction will conflict with or constitute a default under any Applicable Laws, provided that any approvals, consents or notifications necessary pursuant to the Competition Act (Canada) are obtained as contemplated by this Agreement; and no approval or consent of any Governmental Authority is required (other than a consent, if any, required pursuant to the Competition Act (Canada)) or a consent, if any, required from a party to any Permitted Encumbrance or Title Document) in connection with the execution and delivery of this Agreement by the Vendor and the consummation of the Transaction; (d) the MANHATTAN Claims haveexecution, delivery and performance of this Agreement by the Vendor does not result in the violation of any of the provisions of the constating documents or by-laws of the Vendor; (e) to the best knowledge of the Vendor’s knowledge, beenexcept for Approved Leases and the Short Term Leases, the Leases Disclosed to the Purchaser are and will, subject to any termination that may occur by operation of law or bankruptcy, be on the Closing Date, the only agreements to lease or sublease, leases, subleases, renewals of leases or subleases or other rights, licences or agreements (other than Permitted Encumbrances which are not Leases) granted by or on behalf of the Vendor or its predecessors in interest as owner of the Property which entitle any Person to possess or occupy any portion of the Lands or any space within any Buildings or any part thereof; (f) to the best knowledge of the Vendor, except for Approved Contracts, the Short Term Contracts and Permitted Encumbrances registered in the Land Registry Office against title to the Lands, the Contracts Disclosed to the Purchaser, are and will be on the Closing Date the only Contracts to which the Vendor is a party or by which the Vendor or the Property is bound in respect of the ownership, development, maintenance, operation, leasing, cleaning, security, fire protection or servicing of the Property (excluding Leases, policies of insurance, management contracts, Encumbrances which will be discharged by the Vendor on or before Closing and Encumbrances or Contracts (including Permitted Encumbrances) registered in the Land Registry Office against title to the Lands); (g) to the best knowledge of the Vendor, except as will be Disclosed to the Purchaser prior to 5:00 p.m. on the third Business Day prior to the closing Purchaser’s Condition Date, as of such date and time (but not any other date or time), the Vendor has not received written notice of any pending or threatened expropriation proceedings relating to the Property; (h) to the best knowledge of the exercise Vendor, except as will be Disclosed to the Purchaser prior to 5:00 p.m. on the third Business Day prior to the Purchaser’s Condition Date, as of such date and time (but not any other date or time), the Vendor has not received written notice which remains outstanding from any Governmental Authority or other Person with respect to any actual or threatened complaint, claim, citation, order (including any pollution control order, stop order, pollution abatement order, pollution prevention order or remediation order), directive, request for information, statement of claim or notice of investigation concerning any alleged violation of, liability or potential liability under any Applicable Laws relating to environmental matters with respect to the Property; (i) to the best knowledge of the Option granted hereunderVendor, duly and validly located and recorded in a good and miner-like manner pursuant except as will be Disclosed to the laws Purchaser, prior to 5:00 p.m. on the third Business Day prior to the Purchaser’s Condition Date, there is, as of such date and time (but not any other date or time), no litigation or proceeding, including appeals and applications for review, in progress and no litigation or claim threatened against or relating to the State of Nevada Vendor or affecting the Subject Assets before any Governmental Authority or arbitration panel which affects the Subject Assets, and are in good standing in the State of Nevada there is not, as of the date of this AgreementAgreement (but not any other date or time), outstanding against the Vendor any judgment, decree, injunction, rule or order of any Governmental Authority or arbitrator which materially adversely affects the Subject Assets; (ej) the Vendor is duly incorporated under not a non-resident of Canada for the laws purposes of Nevada and is a valid and subsisting company in good standing under the laws of NevadaIncome Tax Act (Canada); (fk) to the best knowledge of the Vendor, except as Disclosed to the Purchaser not less than three (3) Business Days prior to the Purchaser’s Condition Date (but not at any other date or time), (i) no unfair labour practice complaint, grievance or arbitration proceeding is pending or to the best knowledge of the Vendor, threatened against the Vendor or affecting the Property, (ii) no collective agreement is currently being negotiated by the Vendor and there are no collective agreements which in either case are or will become binding upon the Purchaser upon Closing, (iii) no trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent holds bargaining rights with respect to any of the Property Employees or to the best knowledge of the Vendor has threatened to apply to be certified as bargaining agent of any Property Employees, (iv) there is no labour strike, dispute, work slowdown or stoppage pending or involving or to the right best knowledge of the Vendor threatened against or related to transfer, convey, option and assign its interest in the MANHATTAN Claims to MAX as contemplated in this AgreementProperty; (gl) there are no adverse claims or challenges against or the Chattels referred to Vendor’s interest in on the MANHATTAN Claims nor list provided to the knowledge Purchaser pursuant to Subsection 2.2(i) which are indicated on such list to be owned by the Vendor are owned by the Vendor free and clear of Vendor is there any basis thereforall Encumbrances other than Encumbrances which will be discharged on or before Closing and Permitted Encumbrances, and to Vendor’s knowledge, there are no outstanding agreements or options to acquire or purchase the MANHATTAN Claims or any portion thereofif any; (hm) except as disclosed to the Purchaser in the Employment Exceptions List (as the same may be updated until three (3) Business Days’ prior to the expiry of the Purchaser’s Condition Date), the Vendor has is in material compliance with all applicable employment legislation as such relates to the full rightProperty Employees and which imposes on the Purchaser successor obligations as a result of their hiring pursuant to Section 7.8 herein; (n) the gross book value of the Subject Assets, authority and capacity to enter into this Agreement without first obtaining calculated in accordance with the consent of any other person or body corporate Investment Canada Act and the consummation regulations promulgated thereunder, is below $265,000,000 (Two Hundred and Sixty-Five Million Canadian dollars); (o) the Vendor has, in accordance with Applicable Law, invoiced, collected, withheld, reported and remitted to the appropriate Governmental Authority (within the time prescribed) all withholding, payroll or employment taxes, employment insurance, Canada Pension Plan and provincial pension plan contributions and other deductions at source with respect to Property Employees as required by Applicable Law due and payable by Vendor up to Closing; (p) to the best knowledge of the transaction herein contemplated will not conflict with or result in Vendor, the List of Leases and any breach updated List of any covenants or agreements contained inLeases provided on Closing shall, or constitute on the date provided, be a default undertrue, or result in the creation accurate and complete list of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which Vendor is a party or to which it is subjectall Leases; and (jq) no proceedings are pending for, and Vendor is unaware to the best knowledge of any basis forthe Vendor, the institution List of Service Contracts and any proceedings which could lead updated List of Service Contracts provided on Closing shall, on the date provided, be a true, accurate and complete list of all Service Contracts. For the foregoing purposes of this Agreement, “to the placing best knowledge of Vendor the Vendor” or similar words mean to the Vendor’s actual knowledge (and excluding deemed, constructive or imputed knowledge) after having made enquiry solely of its property manager for the Property. For greater certainty, where any representation and warranty is stated in bankruptcythis Section to be made only with reference to a specified date or time, it is not being made with reference to any other date or in any position similar to bankruptcy. 1.2 The representations and warranties of Vendor set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which MAX has relied in entering into this Agreement and time. This Section 6.1 shall survive the acquisition of any interest in the MANHATTAN Claims by MAXClosing, subject to Section 6.3 and, if applicable, Section 6.6. 1.3 Vendor will indemnify MAX from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by Vendor and contained in this Agreement.

VENDOR'S REPRESENTATIONS. 1.1 The Vendor represents and warrants to MAX the Purchaser now and at the Closing Date that: (a) it is the Vendor collectively has good and sufficient right and authority to enter into this Agreement on the terms and conditions herein set forth and to transfer the legal title and beneficial owner ownership of the MANHATTAN Claims and holds Assets to the right to explore and develop the MANHATTAN Claims, subject to applicable rules and regulations of the State of Utah and it is, or will be upon closing of the exercise of the Option granted hereunder, also the registered owner of the MANHATTAN ClaimsPurchaser; (b) the performance of this Agreement will not be in violation of any of Agreement to which the Vendor is a party and will not give any person or company any right to terminate or cancel any agreement or any right enjoyed by the Vendor and will not result in the creation or imposition of any lien, encumbrance or restriction of any nature whatsoever in favor of a third party upon or against the Assets; (c) the Vendor has good and marketable title to the best Assets, all of Vendor’s knowledge, Vendor holds the MANHATTAN Claims which are free and clear of all liens, charges and claims encumbrances, and all of others; (c) Vendor has a free and unimpeded right of access to which Assets are under the MANHATTAN Claims and has use control of the MANHATTAN Claims surface for the purposes described hereinVendor; (d) the MANHATTAN Claims havethere has been no act of God, to the best of Vendor’s knowledgedamage, beendestruction, loss, labour disruption or trouble, or will be prior to the closing other event (whether or not covered by insurance) materially and adversely affecting any of the exercise Assets or the organization, operations, affairs, business, properties, prospects or financial condition or position of the Option granted hereunder, duly and validly located and recorded in a good and miner-like manner pursuant to the laws of the State of Nevada and are in good standing in the State of Nevada as of the date of this AgreementVendor's business operations; (e) the Vendor is duly incorporated under holds, and shall transfer, where applicable, to the laws of Nevada Purchaser at the Closing Date, all permits, licences, registrations and is a valid authorizations necessary to own and subsisting company in good standing under operate the laws of NevadaAssets and carry on their business; (f) Vendor has the right Assets constitute all of the rights, assets and properties that are usually and ordinarily used or held for use in connection with or otherwise related to transfer, convey, option and assign its interest in the MANHATTAN Claims to MAX as contemplated in this Agreementoperation of the Vendor's business; (g) there are no adverse claims the Vendor has not, directly or challenges against indirectly, engaged or to entered into any transaction or incurred any liability or obligation which might materially and adversely affect any of the Assets or the organization, operations, affairs, business, properties, prospects or financial condition or position of the Vendor’s interest in the MANHATTAN Claims nor to the knowledge of Vendor is there any basis therefor, and to Vendor’s knowledge, there are no outstanding agreements or options to acquire or purchase the MANHATTAN Claims or any portion thereof's business; (h) there is no indebtedness of the Vendor has to any person which might, by operation of law or otherwise, now or hereafter constitute or be capable of forming an encumbrance upon any of the full right, authority Assets and capacity to enter into this Agreement without first obtaining the consent there is no indebtedness of any kind whatsoever relating to the business in respect of which the Purchaser may become liable on or after the Closing Date; (i) no action, suit, judgment, investigation, inquiry, assessment, reassessment, litigation, determination or administrative or other person proceeding or body corporate and arbitration before or of any court, arbitrator or governmental authority is in process, or pending or threatened, against or relating to the consummation Vendor' business or any of the transaction herein contemplated will not conflict with Assets and no state of facts exists which could constitute the basis therefor; (j) there is no written, verbal or result implied agreement, option, understanding or commitment or any right or privilege capable of becoming any of the same, for the purchase from the Vendor of its business or any of the Assets; (k) none of the Assets is in any breach respect infringing the right of any covenants person under or agreements contained in, or constitute a default under, or result in the creation respect of any encumbrance under the provisions of any indenturepatent, agreement design, trade ▇▇▇▇, trade name, copyright or other instrument whatsoever to which Vendor is a party industrial or to which it is subjectintellectual property; and (jl) no proceedings are pending for, and the Vendor is unaware doe not have any information or knowledge of any basis forfact relating to the Vendor's business, the institution Assets or the transactions contemplated hereby which might reasonably be expected to affect, materially and adversely, any of any proceedings which could lead to the placing Assets or the organization, operations, affairs, properties, prospects or financial condition or position of Vendor in bankruptcy, or in any position similar to bankruptcythe business. 1.2 The representations and warranties of Vendor set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which MAX has relied in entering into this Agreement and shall survive the acquisition of any interest in the MANHATTAN Claims by MAX. 1.3 Vendor will indemnify MAX from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant, agreement or condition made by Vendor and contained in this Agreement.