EXHIBIT 2.1 MARKWEST ACQUISITIONS CORP. KAISER ENERGY LTD. LELAND ENERGY CANADA LTD. SHARE PURCHASE AGREEMENT August 10, 2001

Unless otherwise specified, all payments made pursuant hereto shall be made by certified cheque, bank draft or wire transfer in immediately available funds.  Payment of the Purchase Price (less any amount pursuant to Section 3.3) by the Purchaser to the Vendor shall be paid to the Vendor’s counsel in trust for the Vendor and any other payment required to be made by the Purchaser to the Vendor shall be made directly to the Vendor.

Unless otherwise agreed in writing by the Parties, Closing shall take place at the Closing Time at the Place of Closing on the Closing Date.

(a)         Vendor's Deliveries to Purchaser:

(b)        Purchaser Deliveries to the Vendor:

(c)         Deliveries by Leland Energy to the Vendor

In order to secure funds required to cover the differences in the adjustments to the Purchase Price determined through the use of the Effective Date Balance Sheet and the adjustments determined after Closing pursuant to Section 2.5, and to pay the indemnity described in Article 10, after the Closing Date, subject to the terms and conditions of this Section 3.3, after the Closing Date, Purchaser's Counsel (the "Escrow Agent") shall hold in trust the sum of One Million ($1,000,000) Dollars, plus any interest earned thereon (collectively the "Escrow Amount"), from the Closing Funds paid at Closing.  The Escrow Amount shall be held and released by the Escrow Agent in accordance with the Escrow Agreement  To the extent that the Escrow Amount is not sufficient to cover amounts owing to the Purchaser under the Agreement, the Purchaser shall be entitled to recover such amounts from the Vendor in accordance with the terms of this Agreement.  This Section 3.3 shall not in any way limit the rights and remedies of the Purchaser under this Agreement, and the Purchaser may proceed directly against the Vendor in accordance with this Agreement without first claiming against the Escrow Amount.

The Vendor, directly or indirectly through Leland Energy, will cause Leland Energy to furnish to the Purchaser and its authorized representatives reasonable access during the Interim Period, during the normal business hours, to the properties, books and records (including the PNG Assets) and will cause Leland Energy directly or indirectly, to furnish to the Purchaser and its authorized representatives such additional financial and operating data and other information as the Purchaser may reasonably request.

Except as contemplated herein or as otherwise consented to by the Purchaser in writing during the Interim Period (which consent shall not be unreasonably withheld) and subject to Section 4.6, the Vendor directly, or indirectly through Leland Energy shall cause Leland Energy to use all reasonable efforts (having regard to the terms and provisions of the Title and Operating Documents and to the nature of the relevant interest in the PNG Assets) to:

(a)         conduct its activities and operations in the ordinary and usual course of its business;

(b)        operate and maintain the PNG Assets in a proper and prudent manner in accordance with generally accepted oil and gas industry practices, the Title and Operating Documents and Applicable Law; and

(c)         maintain the insurance set forth in Schedule 4.2(c) in force with respect to the PNG Assets.

Except as contemplated herein and subject to Sections 4.6 and 4.7, without first obtaining the written consent of the Purchaser (which consent will not be unreasonably withheld), during the Interim Period, the Vendor, directly or indirectly through Leland Energy shall ensure that Leland Energy does not:

(a)         declare, set aside or pay any dividends, or make any distributions in respect of any Shares or Share Rights, or repurchase, redeem or otherwise acquire any Shares or Share Rights;

(b)        subject to Section 4.3(a), make any payments to the Vendor, or any Affiliate of the Vendor or any other Person in which the Vendor or any of its Affiliates owns any equity securities or ownership interests (other than any repayment of Shareholder Debt and the bonuses shown on the Effective Date Balance Sheet);

(c)         incur any additional Shareholder Debt;

(d)        incur, assume or otherwise become liable for any obligations, debts or charges to the Vendor, or any Affiliate of the Vendor, other than for bona fide advances or payments made to or for the benefit Leland Energy in the ordinary course of business and consistent with past practice;

(e)         amalgamate with, merge into or with or otherwise consolidate with any other corporation or acquire all or substantially all of the business or assets of any Person;

(f)         make any change in its constating documents or by–laws;

(g)        purchase any securities of any Person except short–term investments made in the ordinary course of business;

(h)        other than pursuant to existing contracts or commitments existing as of the Signing Date as set forth in Schedule 4.3(h), sell, lease or otherwise dispose of any of its PNG Assets (the extraction and sale of petroleum and natural gas and the consumption or other disposition of its assets and properties in the ordinary course of business being excepted);

(i)          other than in the ordinary course of business, purchase, lease or otherwise acquire any interest in petroleum or natural gas, real property or real property interests; or

(j)          grant a Security Interest, other than a Permitted Encumbrance.

(k)         issue any Shares or Share Rights;

(l)          incur any capital expenditures, except in accordance with Section 4.4; or

(m)        except in connection with the transactions contemplated herein, enter into any agreement or commitment to do any of the foregoing items (a) to (m).

Except in an emergency in order to prevent loss of life, injury to persons or damage to or loss of property and subject to Section 4.6, during the Interim Period the Vendor, shall not permit Leland Energy, without the prior written consent of the Purchaser (which consent shall not be unreasonably withheld), to:

(a)         voluntarily assume any obligation or commitment with respect to the PNG Assets where Leland Energy's share of the expenditure associated with such obligation or commitment exceeds $25,000;

(b)        surrender or abandon any of the PNG Assets other than in the ordinary course of business;

(c)         amend or terminate any material contracts or agreements applicable to the PNG Assets except as disclosed to the Purchaser prior to Closing;

(d)        propose or initiate the exercise of any right (including bidding rights at Crown sales, rights under area of mutual interest provisions and rights of first refusal) or option relative to, or arising as a result of the ownership of, any of the PNG Assets, or propose or initiate any operations on the Lands which have not commenced or have not been committed to by Leland Energy as of the Signing Date, if such exercise or option would result in either an obligation of Leland Energy after the Signing Date in aggregate in excess of $25,000 or a material adverse effect on the value of any of the PNG Assets; or

(e)         resign, or take any action which would result in its resignation or replacement, as operator of any of the Lands or the Petroleum and Natural Gas Rights.

If the Vendor or Leland Energy reasonably determines that any such expenditures or actions are necessary to prevent loss of life or injury to persons, damage to or loss of property, the Vendor shall give prompt notice to the Purchaser of such expenditures or actions and the Vendor's or Leland Energy's, as applicable, estimate of the costs and expenses expended or to be expended in connection therewith.

Subject to Section 4.6, if the Leland Energy receives notice of proposed operations, or the exercise of any right or option, respecting the PNG Assets from a third party during the Interim Period in circumstances in which such operation or the exercise of such right or option would require the consent of the Purchaser pursuant to Sections 4.3 or 4.4, the following paragraphs shall apply to such operation or the exercise of such right or option (each a "Proposal"):

(a)         The Vendor, directly or indirectly through Leland Energy, as applicable, shall give prompt notice of the Proposal to the Purchaser, including with such notice the particulars of such Proposal in reasonable detail, and whether the Vendor or Leland Energy, as applicable, recommends the exercise of its rights with respect to the Proposal.

(b)        The Purchaser shall, not later than 4 Business Days prior to the time the Vendor or Leland Energy as applicable, is required to make its election with respect to the Proposal (the "Election Time"), advise the Vendor or Leland Energy, as applicable, by written notice, whether it wishes the Vendor or Leland Energy, as applicable, to exercise its rights with respect to the Proposal, provided that failure of the Purchaser to provide such notice within such period shall be deemed to be an election by the Purchaser to have the Vendor or Leland Energy, as applicable, proceed with its recommendation with respect to the Proposal as specified in the notice delivered pursuant to Section 4.5(a).

(c)         If the Vendor agrees with the proposed response to the Proposal requested by the Purchaser, the Vendor shall cause Leland Energy, to make the election requested by the Purchaser with respect to the Proposal within the period during which Leland Energy may respond to the Proposal.

(d)        If the Vendor disagrees with the proposed response to the Proposal requested by the Purchaser, the Vendor and the Purchaser shall meet at least 2 Business Days prior to the Election Time to discuss their differences.  If consensus is not reached at that meeting, or if the Purchaser refuses to attend the meeting, the Vendor shall have the unilateral right to determine the response of Leland Energy to the Proposal and such response shall be binding on the Purchaser.

(e)         A request by the Purchaser not to consent to any Proposal required to preserve the existence of any of the PNG Assets shall not entitle the Purchaser to any reduction of the Purchase Price in the event that Leland Energy’s interest therein is terminated or reduced as a result thereof, and such termination or reduction shall be deemed to be a Permitted Defect and shall not constitute a failure of the Vendor's representations and warranties pertaining to such PNG Assets.

Notwithstanding the preceding provisions of this Article 4, Leland Energy shall be entitled to conduct those activities and operations arising out of or incidental to the authorizations for expenditures listed in Schedule 4.6.

Notwithstanding the preceding provisions of this Article 4:

(a)         Leland Energy shall be permitted to issue certain bonuses to the individuals listed in Schedule 4.7 in the amounts as set forth in Schedule 4.7 which bonuses have been accrued and noted in the Effective Date Balance Sheet and is therefore accounted for in Adjusted Working Capital.  Such employment bonuses shall be issued by Leland Energy before Closing; and

(b)        Leland Energy shall be permitted to declare a dividend in the amount of $2,389,142 which dividend shall not result in an adjustment to the Purchase Price.

Except in connection with the sale of the Leland Energy Shares to the Purchaser pursuant hereto or as otherwise consented to by the Purchaser in writing, until the earlier of the expiry of the Interim Period or the termination of this Agreement in accordance with the terms hereof, the Vendor shall ensure that neither the Vendor nor any of their Affiliates, nor any of their respective agents and representatives, shall:

(a)         have any further negotiations with other potential purchasers of all or any portion of the Leland Energy Shares, or all or substantially all the PNG Assets and shall not directly or indirectly initiate, solicit, encourage or accept any other offer or proposal by any Person other than the Purchaser for the purchase or acquisition of all or any portion of the Leland Energy Shares or all or substantially all the PNG Assets; and

(b)        provide information concerning Leland Energy's operations, finances, securities, assets or other business or affairs to any Person in furtherance of any matter pursuant to Section 4.7(a) or in furtherance of any contemplated corporate acquisition or merger.

Until the Closing Date, the Vendor shall maintain, or cause the Leland Energy to maintain, policies of insurance and surety bonds in effect at the Signing Date that provide coverage in favour of Leland Energy, as set forth in Schedule 4.2(c).

The Vendor represents and warrants to the Purchaser, as of the Signing Date and the Closing Date, or such other date as is specifically referred to in this Section 5.1, acknowledging that the Purchaser is relying upon the same in entering into this Agreement that:

(a)         Standing of Leland Energy: Leland Energy:

(b)        Requisite Authority:  The Vendor has the requisite capacity, power and authority to execute this Agreement and the other agreements and documents required to be delivered by it pursuant hereto and to perform the obligations to which it thereby becomes subject.

(c)         Authorization and Enforceability:

(d)        No Conflict - Vendor:  The execution and delivery of this Agreement, and the other agreements and documents required to be delivered by the Vendor pursuant hereto, and the completion of the sale of the Leland Energy Shares to the Purchaser in accordance with the terms of this Agreement are not and will not be in violation or breach of, or be in conflict with or require any consent, authorization or approval under:

(e)         No Conflict – Leland Energy:  The execution and delivery of this Agreement, and the other agreements and documents required to be delivered by the Vendor pursuant hereto, and the completion of the sale of the Leland Energy Shares to the Purchaser in accordance with the terms of this Agreement are not and will not be in violation or breach of, or be in conflict with or require any consent, authorization or approval under:

(f)         Private Companies: Neither the Vendor nor Leland Energy are a "reporting issuer" under relevant securities legislation or a "distributing corporation" under relevant corporate legislation.

(g)        Residency For Tax Purposes:  The Vendor is not a non–resident of Canada within the meaning of the Income Tax Act (Canada).

(h)        Capital of Leland Energy: The Vendor is the beneficial owner, directly or indirectly, of all of the issued and outstanding Shares Leland Energy and no Person other than the Purchaser under this Agreement has any agreement or option or any right capable of becoming an agreement or option for the purchase from the Vendor of any of the Shares of Leland Energy, and no Person has any agreement or option or any right capable of becoming an agreement or option, including convertible securities, warrants or convertible obligations of any nature, for the purchase, subscription or issuance of any unissued Shares of the Leland Energy or of any Share Rights of Leland Energy.

(i)          Authorized and Issued Capital of Leland Energy:  At the Closing Time, the authorized share capital of Leland Energy shall consist of an unlimited number of common shares, of which 20,433 (being the Leland Energy Shares), and no others, shall have been validly issued and shall be outstanding as fully paid and non-assessable shares of Leland Energy, all of which Leland Energy Shares shall be registered in the name of the Vendor and no other shares of Leland Energy shall be outstanding.

(j)          Title to Leland Energy Shares:  At the Closing Time, the Vendor will be the registered and beneficial owner of all of the Leland Energy Shares and will at such time have good and marketable title to such Leland Energy Shares free and clear of all Security Interests except those of the Purchaser arising pursuant to this Agreement.

(k)         Leland Energy Shares:  No Person other than the Purchaser under this Agreement has any agreement or option or any right capable of becoming an agreement or option for the purchase from the Vendor of any of the Leland Energy Shares.

(l)          Options:  No Person has any agreement or option or any right capable of becoming an agreement or option, including convertible securities, warrants or convertible obligations of any nature, for the purchase, subscription or issuance of any unissued Shares of Leland Energy or of any Share Rights of Leland Energy.

(m)        Directors/Officers/Employees:  At the Closing Time Leland Energy is not nor will be a party to any employment, management or consulting agreement or other similar arrangement with its Directors, Officers, employees, consultants or others for which Purchaser or Leland Energy will have any liability after Closing except for non-written agreements between Leland Energy and the individual employees listed in Schedule 5.1(m);

(n)        Books:  The books of account, minute books, share ledgers  and other records of Leland Energy are complete and accurate in all material respects  and have been maintained and will be maintained until Closing in accordance with prudent business practices;

(o)        Financial Condition:  The Financial Statements fairly present the financial condition of the business of Leland Energy as at the date thereof, and where such statements have been audited, they have been prepared in accordance with Section 1.8.  All of the liabilities (actual, contingent or otherwise) that are individually or in the aggregate, material to Leland Energy, taken as a whole on a consolidated basis are disclosed on, reflected in or provided for in the Financial Statements.  Since the respective dates of the Financial Statements, there has been no material adverse change in the financial condition of the business of Leland Energy.  There is no reason to believe that any restatement of the Financial Statements may be required based on any material or contingent claim arising subsequent to the respective dates thereof;

(p)        Financial Statements:  The Financial Statements fairly present the financial position of Leland Energy as at the date thereof, as well as the results of operations and changes in financial position of Leland Energy for the periods covered thereby, as applicable, in accordance with Section 1.8 and the accounting policies set out in the notes to such Financial Statements.

(q)        Applicable Law:  To the knowledge of the Vendor, Leland Energy is in compliance with Applicable Law and has not received or delivered any written notices of non-compliance or alleged non-compliance of any provisions of Applicable Law, non–compliance with which would reasonably be expected to affect materially and adversely the business, financial condition or results of operations of the Leland Energy.

(r)         Lawsuits:  Neither the Vendor nor Leland Energy is a party to any action, suit or other legal, administrative or arbitration proceeding or government investigation, or any claim, including without limitation claims on account of aboriginal title or treaty rights, which might reasonably be expected to result in a material liability or obligation of Leland Energy, or the impairment or loss of the Vendor's interest in the Shares or Leland Energy's interest in the PNG Assets or Leland Energy's interest in the shares of any other Corporation held by it, or any part thereof, and there are no circumstances, matters or things which could reasonably be anticipated to give rise to any such action, suit or other legal, administrative or arbitration proceeding or government investigation or claim;

(s)         Taxes:  Except as set forth in Schedule 5.1(s):

(t)         Title to PNG Assets:  To the knowledge of the Vendor:

(u)        Ownership and Condition of Tangibles:  To the knowledge of the Vendor, the Leland Energy is the beneficial owner of the Tangibles and to the knowledge of the Vendor, the Tangibles have been constructed, installed, maintained and operated in accordance with generally accepted engineering practices and good oil and gas industry practices.

(v)        All Necessary Permits: To the knowledge of the Vendor, Leland Energy, or the applicable operator, as the case may be, has obtained all necessary permits, licences and authorizations as may be required pursuant to any Applicable Law to own, construct, operate and maintain the PNG Assets.

(w)        Interim Operations:  Since the Leland Effective Date the PNG Assets have been operated only in the ordinary and normal course of business.

(x)         No Reduction:  To the knowledge of the Vendor and other than as disclosed on the Land Schedule, the interests of Leland Energy in the PNG Assets are not subject either to reduction on account of actions or omissions taken or omitted by them or conversion or subject to change to an interest of any other size, and the interests of Leland Energy are not subject to penalty or forfeiture as a result of non-participation in any joint operation.

(y)        Certain Contracts, Agreements, Plans and Commitments:  Except for Title and Operating Documents, there are no contracts or agreements (written or oral) to which Leland Energy is a party and which is material to Leland Energy, except for those contracts and agreements set forth in  Schedule 5.1(y)and any other schedule attached to this Agreement.

(z)         Title and Operating Documents:  As of the Closing Date, there are no material Title and Operating Documents relating to PNG Assets operated by Leland Energy and to the knowledge of the Vendor there are no material Title and Operating Documents relating to PNG Assets not operated by Leland Energy affecting the Leland Energy's title to the PNG Assets which are in the possession of the Vendor or Leland Energy, other than those which have been or will be made available for inspection by the Purchaser pursuant to Sections 4.1 and 6.1 prior to the Closing Date.

(aa)       Breach of Contracts:  To the knowledge of the Vendor, Leland Energy is not in default under or in breach of any contract, agreement (whether written or oral) indenture or other instrument to which it is a party or by which they are bound, and there exists no set of facts which, after notice or lapse of time or both, would constitute such a default or breach except as such default or breach would not have a material adverse effect upon Leland Energy, and to the knowledge of the Vendor, and subject to and limited by applicable bankruptcy, reorganization, arrangement, winding-up, insolvency, liquidation, moratorium, preference and other laws and judicial decisions from time to time in effect affecting the enforcement of rights and remedies of creditors, all such contracts and agreements are valid, binding and enforceable.

(bb)      AMIs:  There are no area of mutual interest provisions applicable to and binding upon Leland Energy in respect of the PNG Assets or not disclosed to the Purchaser on or before the Signing Date and as set forth on Schedule 5.1(bb).

(cc)       No Hedging Contracts: Except for agreements respecting the firm transportation or the sale of Petroleum Substances which may be cancelled without penalty or liability on notice of not more than 30 days, Leland Energy is not party to, and to the knowledge of the Vendor, is not subject to any contracts or other arrangements in respect of any future transaction or otherwise providing for options, swaps, floors, caps, collars, forward sales, forward purchases or similar hedging or leveraging transactions of, respecting or otherwise affecting the PNG Assets.

(dd)      No Balancing Agreements: Leland Energy is not party to and the knowledge of the Vendor, Leland Energy is not bound by any agreements or arrangements (commonly known as gas balancing, over production or underlift overlift agreements or arrangements) which are among two or more Persons owning interests in a portion of the Lands or lands pooled or unitized therewith under which Leland Energy is subject to any gas imbalance, nor has there been any circumstance 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 than it would otherwise be entitled to by virtue of its interest in such lands and which excess taking entitles the other persons to a credit in respect of subsequent production from such lands by which Leland Energy is bound and which pertain to the PNG Assets.

(ee)       Take or Pay Delivery Obligations and Payments:  There are no Take or Pay Delivery Obligations or Take or Pay Payments.

(ff)        Production Sales Agreements:

(gg)      Environmental Matters: To the knowledge of the Vendor, and except as disclosed in Schedule 5.1(gg);

(hh)      No Default Notices: Leland Energy has not received and, to the knowledge of the Vendor, none of its agents or any applicable operator of the PNG Assets has  received any notice of default under the Title and Operating Documents or any notice alleging material default under any other agreement pertaining to any of the PNG Assets, which default has not been rectified as of the Signing Date.

(ii)         Authorized Expenditures:  Except as specifically disclosed in Schedule 4.6 and Schedule 4.7, there are no outstanding authorizations for expenditure or outstanding financial commitments in excess of $50,000 respecting the PNG Assets pursuant to which expenditures are or may be required by the Purchaser as a result of the acquisition of Leland Energy Shares or in respect of which any amount is outstanding in excess of $50,000.

(jj)         No Fees etc.:  Except for any fees payable under the Waterous Arrangement which shall be for the account of the Vendor, no Vendor has incurred any obligation or liability, contingent or otherwise, for brokers' or finders' fees or commissions with respect to the transactions herein for which the Purchaser or Leland Energy shall have any obligation or liability.

(kk)       Insurance:  Schedule 4.2(c) sets forth the policies of insurance and insurity bonds that provide coverage in favour of Leland Energy.

(ll)         Rights of First Refusal:  Except as disclosed on the Land Schedule or the Leland Land Schedule, there is no right of first refusal or other pre-emptive right applicable to the Leland Energy Shares or the PNG Assets, or any of them, whereby any Person (other than the Purchaser pursuant to this Agreement), has, as a result of the entering into of this Agreement by the Parties, a right to purchase the Leland Energy Shares, the PNG Assets or the Leland PNG Assets, or any of them, at a value determined on the basis provided for in the applicable agreement giving that Person a right of first refusal or other pre-emptive rights.

(mm)     Consulting Agreements:  Each of the Consulting Agreements dated April 1, 1999 entered into between Leland Energy Limited Partnership, as amended, has been terminated.

(nn)      Gulf Transaction:  Leland does not have any liability for, nor will it be subject to, any claims arising out of or in any way connected with the Gulf Transaction.

(oo)      Leakage:  Except as contemplated herein and except as accounted for in the Effective Date Balance Sheet, since the date of the Effective date Balance Sheet, Leland Energy has not:

(pp)      Shareholder Debt: At Closing, Leland Energy shall have no Shareholder Debt, all such Shareholder Debt having been eliminated by the payment of the dividend referred to in Section 4.7(b).

The Purchaser represents and warrants to the Vendor that:

(a)         Standing: The Purchaser is a corporation, duly organized, validly existing under the laws of its jurisdiction of incorporation, and duly registered, authorized to carry on business in the Province of Alberta.

(b)        Requisite Authority:  The Purchaser has the requisite corporate capacity, power and authority to execute this Agreement and the other agreements and documents required to be delivered hereby and to perform the obligations to which it thereby becomes subject.

(c)         Execution and Enforceability:  The Purchaser has taken all necessary corporate actions to authorize the execution, delivery and performance of this Agreement, including the purchase of the Leland Energy Shares in accordance with the provisions of this Agreement.  This Agreement has been duly executed and delivered by the Purchaser, and this Agreement constitutes, and all other documents executed and delivered on behalf of the Purchaser hereunder shall, when executed and delivered constitute, valid and binding obligations of the Purchaser enforceable against the Purchaser in accordance with their respective terms and conditions, subject to the qualification that such enforceability may be subject to (i) bankruptcy, insolvency, fraudulent preference, reorganization or other laws affecting creditors' rights generally, and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at equity or law).

(d)        No Conflict:  The execution and delivery of this Agreement, and the other agreements and documents required to be delivered by it pursuant hereto, and the completion of the purchase of the Leland Energy Shares by the Purchaser in accordance with the terms of this Agreement are not and will not be in violation or breach of, or be in conflict with or require any consent, authorization or approval under:

(e)         Litigation:  There are no actions, suits or proceedings pending or, to the knowledge of the Purchaser, threatened against the Purchaser seeking relief which would prevent or materially hinder the consummation of the transactions contemplated by this Agreement.

(f)         Investment Canada Act:  The Purchaser is a non-Canadian within the meaning of the Investment Canada Act (Canada).

(g)        Acting as Principal:  The Purchaser is purchasing the Leland Energy Shares as principal.

(h)        No Fees etc.:  The Purchaser has not incurred any obligation or liability, contingent or otherwise, for brokers' or finders' fees or commissions with respect to the transactions herein for which the Vendor shall have any obligation or liability.

(i)          Representations and Warranties of the Vendor:  The Purchaser has no knowledge of any fact, matter or circumstance that, individually or in the aggregate would render any of the representations or warranties of the Vendor contained in Section 5.1 untrue or inaccuarate in any material respect.

Each Party acknowledges that the other may, subject to Article 10, rely on the representations and warranties made by such Party pursuant to Sections 5.1 or 5.2 as the case may be.  The representations and warranties in Sections 5.1 and 5.2 shall be true on the Signing Date and on the Closing Date, and such representations and warranties shall continue in full force and effect and shall survive the Closing Date for the Survival Period applicable thereto for the benefit of the Party for which such representations and warranties were made.

Notwithstanding Section 5.3, the Vendor acknowledges that the Purchaser may, subject to Article 10, rely on the representation and warranty made by the Vendor pursuant to Section 5.1(s).  The representation and warranty in Section 5.1(s) shall be true on the Signing Date and on the Closing Date, and such representation and warranty shall continue in full force and effect and shall survive the Closing Date for the entire re-assessment period set forth in the Tax Act for the benefit of the Purchaser.

Except as and to the extent set forth in Section 5.1, the Vendor make no representations or warranties whatsoever, and disclaims all liability and responsibility for any representation, warranty, statement or information made or communicated (orally or in writing) to the Purchaser (including any opinion, information or advice which may have been provided to the Purchaser by any officer, shareholder, director, employee, agent, consultant or representative of the Vendor, Affiliates of the Vendor, Waterous Securities Inc., the Vendor's Counsel or any other agent, consultant, representative or Person, collectively referred to as the "Vendor's Representatives").  Without limiting the generality of the foregoing, except as and to the extent, if any, set forth in Section 5.1, the Vendor makes no representations or warranties as to:

(a)         title to Leland Energy's interests in any properties or assets, including the PNG Assets;

(b)        the quantity, quality or recoverability of Petroleum Substances respecting the Lands;

(c)         any estimates of the value of the PNG Assets, or the revenues applicable to future production from the Lands;

(d)        any engineering, geological, environmental or other interpretations or economic evaluations respecting the PNG Assets;

(e)         the rates of production of Petroleum Substances from the Lands;

(f)         the quality, condition or serviceability of the PNG Assets;

(g)        the suitability of any of the PNG Assets for use for any purpose; or

(h)        any information provided or made available to the Purchaser by the Vendor, or the Vendor's Representatives including the Title and Operating Documents, the Financial Statements, any engineering report or update, books, accounts, records, minute books, Tax Returns and filings and other information and documents of Leland Energy and the Vendor.

The representations and warranties in Sections 5.1 and 5.2 shall be deemed to apply to all transfers, assignments and other documents conveying any of the Leland Energy Shares from the Vendor to the Purchaser.  Until the end of the Survival Period applicable thereto, and in the case of the representation and warranty in Section 5.1(s), such period indicated in Section 5.4, there shall not be any merger of any of such representations or warranties in such assignments, transfers or other documents, notwithstanding any rule of law, equity or statute to the contrary, and all such rules are hereby waived.