Share Exchange Agreement between the shareholders of Sun Cal Energy Corp., Sun Cal Energy Corp., Sun Cal Energy Canada Corp. and Sun Cal Energy, Inc. dated January 31, 2007

SHARE EXCHANGE AGREEMENT

THIS AGREEMENT is made effective as of the 31st day of January, 2007.

AMONG:

SUN CAL ENERGY, INC., a Nevada corporation

(“Pubco”)

AND:

SUN CAL ENERGY, CORP., a Nevada corporation

(“Priveco”)

AND:

THE UNDERSIGNED SHAREHOLDERS OF PRIVECO AS LISTED ON SCHEDULE 1 ATTACHED HERETO

(the “Selling Shareholders”)

AND:

SUN CAL ENERGY CANADA CORP., a British Columbia corporation with a registered office at Suite 800, 885 West Georgia Street, Vancouver, British Columbia V6C 3H1

(“SUN CAL CANADA”)

WHEREAS:

A.                      Sun Cal Canada is party to a letter agreement with Western Energy Capital LLC dated for reference on 4th day of October, 2006 (the “Western Energy Agreement”);

B.                      Sun Cal Canada is also party to a letter agreement with TriMar Energy Partners, Inc. dated for reference on 18th day of October, 2006 (the “TriMar Energy Agreement”);

C.                      Sun Cal Canada is a wholly-owned subsidiary of Priveco;

D.                      The parties hereto wish to enter this Share Exchange Agreement whereby Pubco will issue 26,925,000 shares of common stock in the capital of Pubco for all of the issued and outstanding shares of Priveco to the shareholders of Priveco on the basis of one share of Pubco for every one share of Priveco; and

E.                      Upon the terms and subject to the conditions set forth in this Agreement, the Selling Shareholders have agreed to sell all of the issued and outstanding common shares of Priveco held by the Selling Shareholders to Pubco in exchange for common shares of Pubco.

- 2 -

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree each with the other as follows:

1. DEFINITIONS

1.1                      Definitions. The following terms have the following meanings, unless the context indicates otherwise:

- 3 -

1.2                      Schedules. The following schedules are attached to and form part of this Agreement:

1.3                      Currency. All dollar amounts referred to in this Agreement are in United States funds, unless expressly stated otherwise.

2. AGREEMENT OF PURCHASE AND SALE OF SHARES

2.1                      Agreement of Purchase and Sale of Shares. Subject to the terms and conditions of this Agreement, the Selling Shareholders hereby covenant and agree to sell, assign and transfer to Pubco, and Pubco hereby covenants and agrees to purchase from the Selling Shareholders all of the Priveco Shares held by the Selling Shareholders.

2.2                      Consideration. As consideration for the sale of the Priveco Shares by the Selling Shareholders, Pubco shall allot and issue the Pubco Shares to the Selling Shareholders in the

- 4 -

amount set out opposite each Selling Shareholder’s name in Schedule 1 on the basis of one Pubco Share for each one Priveco Share held by each Selling Shareholder. The Selling Shareholders acknowledge and agree that the Pubco Shares are being issued pursuant to a safe harbor from the prospectus and registration requirements of the United States Securities Act of 1933 (the “1933 Act”). The Selling Shareholders agree to abide by all applicable resale restrictions and hold periods imposed by all applicable securities legislation. All certificates representing the Pubco Shares issued on Closing will be endorsed with the following legend pursuant to the 1933 Act in order to reflect the fact that the Pubco Shares are restricted securities and will be issued to the Selling Shareholders pursuant to a safe harbor from the registration requirements of the 1933 Act:

“NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.”

Each Selling Shareholder who is a Canadian resident agrees to fill in and execute a Schedule 2 “Certificate of Canadian and Other Non-U.S. Shareholder” and each Selling Shareholder who is a U.S. resident agrees to fill in and execute a Schedule 3 “Accredited Investor Questionnaire”. Each Selling Shareholder agrees that the representations set out in such schedules as executed by the Selling Shareholders will be true and correct as of the Closing Date.

2.3                      Share Exchange Procedure. On Closing, each Selling Shareholder will exchange his, her or its certificate representing the Priveco Shares by delivering such certificate to Pubco (by execution of this Agreement, each Selling Shareholder irrevocably appoints the President of Priveco as his, her or its attorney in fact to endorse his, her or its certificate representing the Priveco Shares for transfer to effect the transaction contemplated in this Agreement), in each case in proper form for transfer, with signatures guaranteed, and, if applicable, with all stock transfer and any other required documentary stamps affixed thereto and with appropriate instructions to allow the transfer agent to issue certificates for the Pubco Shares to the holder thereof together with a filled in and executed Schedule 2 or Schedule 3, as the case may be.

2.4                      Restricted Shares. The Selling Shareholders acknowledge that the Pubco Shares issued pursuant to the terms and conditions set forth in this Agreement will have such hold periods as are required under applicable securities laws and as a result may not be sold, transferred or otherwise disposed, except pursuant to an effective registration statement under the

- 5 -

1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with all applicable securities laws. Each Selling Shareholder agrees that he/she/it has been given an opportunity to seek and obtain independent legal advice as to the resale restrictions applicable in their jurisdiction of residence, and under U.S. securities laws generally. Pubco has not undertaken, and will have no obligation, to register any of the Pubco Shares under the 1933 Act; provided, however, that Pubco will assist in providing legal opinions to the Selling Shareholders at the Selling Shareholders’ cost when the Selling Shareholders may resell their shares under Rule 144 promulgated under the 1933 Act.

2.5                      Exemptions. The Selling Shareholders acknowledge that Pubco has advised such Selling Shareholders that Pubco is relying on an exemption from the prospectus and registration requirements of applicable securities legislation in all jurisdictions (the “Applicable Securities Legislation”) relevant to the issuance of the Pubco Shares to each of the Selling Shareholders, and, as a consequence, the Selling Shareholders will not be entitled to certain protections, rights and remedies available under Applicable Securities Legislation, including statutory rights of rescission or damages, and the Selling Shareholders will not receive information that would otherwise be required to be provided to the Selling Shareholders pursuant to applicable securities legislation.

2.6                      Canadian Resale Restrictions. The Selling Shareholders acknowledge that Pubco is not a reporting issuer in any province or territory of Canada and accordingly, any applicable hold periods under the Applicable Securities Legislation may never expire, and the Pubco Shares may be subject to resale restrictions for an indefinite period of time. Additionally, the Selling Shareholders acknowledge that resale of any of the Pubco Shares by the Selling Shareholders resident in Canada is restricted except pursuant to an exemption from the Applicable Securities Legislation.

2.7                      Exchange of Warrants. On Closing, the Selling Shareholders holding warrants to purchase shares of Priveco Common Stock at the price of $1.50 per share shall have their warrants exchanged into warrants to purchase shares of Pubco Common Stock at the price of $1.50 per share.

3. REPRESENTATIONS AND WARRANTIES OF PRIVECO AND SUN CAL CANADA

Priveco and Sun Cal Canada jointly and severally represent and warrant to Pubco, and acknowledge that Pubco is relying upon such representations and warranties, in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of Pubco, as follows:

3.1                      Organization and Good Standing. Priveco is a corporation duly organized, validly existing and in good standing under the laws of State of Nevada and has the requisite corporate power and authority to own, lease and to carry on its business as now being conducted. Sun Cal Canada is a corporation duly organized, validly existing and in good standing under the laws of Province of British Columbia and has the requisite corporate power and authority to own, lease and to carry on its business as now being conducted.

3.2                      Authority. Each of Priveco and Sun Cal Canada has all requisite corporate power and authority to execute and deliver this Agreement and any other document contemplated by this Agreement (collectively, the “Priveco and Sun Cal Canada Documents”) to be signed by Priveco and Sun Cal Canada, as the case may be, and to perform their respective obligations

- 6 -

hereunder and to consummate the transactions contemplated hereby. The execution and delivery of each of the Priveco and Sun Cal Canada Documents by Priveco or Sun Cal Canada, as the case may be, and the consummation of the transactions contemplated hereby have been duly authorized by Priveco and Sun Cal Canada’s respective boards of directors. No other corporate or shareholder proceedings on the part of Priveco or Sun Cal Canada is necessary to authorize such documents or to consummate the transactions contemplated hereby. This Agreement has been, and the other Priveco and Sun Cal Canada Documents when executed and delivered by Priveco or Sun Cal Canada, as the case may be, as contemplated by this Agreement will be, duly executed and delivered by Priveco or Sun Cal Canada, respectively, and this Agreement is, and the other Priveco and Sun Cal Canada Documents when executed and delivered by Priveco and Sun Cal Canada as contemplated hereby will be, valid and binding obligations of Priveco and Sun Cal Canada enforceable in accordance with their respective terms except:

3.3                      Capitalization of Priveco. The entire authorized capital stock and other equity securities of Priveco consist of 100,000,000 shares of common stock with a par value of $0.001 per share (the “Priveco Common Stock”). There are 26,925,000 shares of Priveco Common Stock issued and outstanding as of the date of this Agreement. All of the issued and outstanding shares of Priveco Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with the general corporate laws of the State of Nevada and its articles and bylaws. Other than 1,125,000 warrants to purchase Priveco Common Stock at the price of $1.50 per share, there are no agreements purporting to restrict the transfer of the Priveco Common Stock, no voting agreements, shareholders’ agreements, voting trusts, or other arrangements restricting or affecting the voting of the Priveco Common Stock. The entire authorized capital stock and other equity securities of Sun Cal Canada consist of an unlimited number of common shares. There are 100 common shares of Sun Cal Canada issued and outstanding as of the date of this Agreement. All of the issued and outstanding common shares of Sun Cal Canada have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to preemptive rights and were issued in full compliance with the Business Corporations Act (British Columbia) and its articles and bylaws.

3.4                      Shareholders of Priveco Common Stock. The shareholders listed in Schedule 1 to this Agreement are the only registered and beneficial holders of the Priveco Shares.

3.5                      Directors and Officers of Priveco and Sun Cal Canada. The duly elected or appointed directors and the duly appointed officers of Priveco and Sun Cal Canada respectively are as set out in Schedule 4.

3.6                      Wholly-Owned Subsidiary. Priveco has one wholly-owned subsidiary, being Sun Cal Canada.

- 7 -

3.7                      Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will:

3.8                      Actions and Proceedings. To the best knowledge of Priveco and Sun Cal Canada, there is no basis for and there is no action, suit, judgment, claim, demand or proceeding outstanding or pending, or threatened against or affecting Priveco or Sun Cal Canada or which involves any of the business, or the properties or assets of Priveco or Sun Cal Canada that, if adversely resolved or determined, would have a material adverse effect on the business, operations, assets, properties, prospects, or conditions of Priveco or Sun Cal Canada taken as a whole (a “Priveco or Sun Cal Canada Material Adverse Effect”). There is no reasonable basis for any claim or action that, based upon the likelihood of its being asserted and its success if asserted, would have such a Priveco or Sun Cal Canada Material Adverse Effect.

3.9                      Compliance.

- 8 -

3.10                      Filings, Consents and Approvals. To the best knowledge of Priveco and Sun Cal Canada, no filing or registration with, no notice to and no permit, authorization, consent, or approval of any public or governmental body or authority or other person or entity is necessary for the consummation by Priveco and Sun Cal Canada of the Transaction contemplated by this Agreement or to enable Priveco or Sun Cal Canada to continue to conduct its business after the Closing Date in a manner which is consistent with that in which the business is presently conducted.

3.11                      Absence of Undisclosed Liabilities. Except as disclosed in Schedules 6 and 7, Priveco and Sun Cal Canada do not have any liabilities or obligations either direct or indirect, matured or unmatured, absolute, contingent or otherwise that could in the aggregate exceed $5,000, which have not heretofore been paid or discharged.

For purposes of this Agreement, the term “liabilities” includes, any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted choate or inchoate, liquidated or unliquidated, secured or unsecured.

3.12                      Absence of Changes. Since the date of incorporation of Priveco and Sun Cal Canada, and except as modified or disclosed in Schedule 6 or Schedule 7, as applicable, neither Priveco nor Sun Cal Canada has:

- 9 -

3.13                      Personal Property. Priveco and Sun Cal Canada possess, and have good and marketable title of all property necessary for the continued operation of the business of Priveco and Sun Cal Canada as presently conducted and as represented to Pubco and Sun Cal Canada. All such property is used in the business of Priveco and Sun Cal Canada. All such property is in reasonably good operating condition (normal wear and tear excepted), and is reasonably fit for the purposes for which such property is presently used. All material equipment, furniture, fixtures and other tangible personal property and assets owned or leased by Priveco and Sun Cal Canada are owned by Priveco or Sun Cal Canada free and clear of all liens, security interests, charges, encumbrances, and other adverse claims, except as disclosed in Schedule 6.

3.14                      Intellectual Property. Priveco doe not have any intellectual property.

3.15                      Employees and Consultants. Priveco does not have any employees or consultants.

3.16                      Real Property. Neither Priveco nor Sun Cal Canada owns any real property. Each of the leases, subleases, claims or other real property interests (collectively, the “Leases”) to which Priveco or Sun Cal Canada is a party or is bound, as set out in Schedule 6, is legal, valid, binding, enforceable and in full force and effect in all material respects. The Leases will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms on the Closing Date. Neither Priveco nor Sun Cal Canada has assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or the leasehold property pursuant thereto.

3.17                      Material Contracts and Transactions. Schedule 7 attached hereto lists each material contract, agreement, license, permit, arrangement, commitment, instrument or contract to which Priveco or Sun Cal Canada is a party, including the TriMar Energy Agreement and the Western Energy Agreement (each, a “Contract”). The continuation, validity, and effectiveness

- 10 -

of each Contract will in no way be affected by the consummation of the Transaction contemplated by this Agreement. There exists no actual or threatened termination, cancellation, or limitation of, or any amendment, modification, or change to any Contract.

3.18                      Certain Transactions. Neither Priveco nor Sun Cal Canada is a guarantor or indemnitor of any indebtedness of any third party, including any person, firm or corporation.

3.19                      No Brokers. Neither Priveco nor Sun Cal Canada has incurred any obligation or liability to any party for any brokerage fees, agent’s commissions, or finder’s fees in connection with the Transaction contemplated by this Agreement.

3.20                      Completeness of Disclosure. No representation or warranty by Priveco or Sun Cal Canada in this Agreement nor any certificate, schedule, statement, document or instrument furnished or to be furnished to Pubco pursuant hereto contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

4. REPRESENTATIONS AND WARRANTIES OF SELLING SHAREHOLDERS

Each of the Selling Shareholders jointly and severally represents and warrants to Pubco, and acknowledges that Pubco is relying upon such representations and warranties, in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of Pubco, as follows:

4.1                      Each Selling Shareholder is the registered and beneficial owner of the number of Priveco Shares listed next to his or her name in Column III of the Table set forth in Schedule 1 to this Agreement and each Selling Shareholder has no interest, legal or beneficial, direct or indirect, in any other shares of, or the assets or business of Priveco or Sun Cal Canada.

4.2                      Schedule 1 to this Agreement contains a true and complete list of each Selling Shareholder’s name and address.

4.3                      Each Selling Shareholder has the power and capacity and good and sufficient right and authority to enter into this Agreement on the terms and conditions herein set forth and to transfer the beneficial title and ownership of the Priveco Shares to Pubco.

4.4                      Each Selling Shareholder who is a resident of the United States, by completing the Accredited Investor Questionnaire in the form attached hereto under Schedule 3, is representing and warranting that he or she is an “Accredited Investor”, as the term is defined in Regulation D under the 1933 Act.

5. REPRESENTATIONS AND WARRANTIES OF PUBCO

Pubco represents and warrants to Priveco, Sun Cal Canada and the Selling Shareholders and acknowledges that Priveco, Sun Cal Canada and the Selling Shareholders are relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of Priveco, Sun Cal Canada or the Selling Shareholders, as follows:

- 11 -

5.1                      Organization and Good Standing. Pubco is duly incorporated, organized, validly existing and in good standing under the laws of the State of Nevada, and has all requisite corporate power and authority to own, lease and to carry on its business as now being conducted.

5.2                      Authority. Pubco has all requisite corporate power and authority to execute and deliver this Agreement and any other document contemplated by this Agreement (collectively, the “Pubco Documents”) to be signed by Pubco and to perform its obligations hereunder and to consummate the Transaction contemplated hereby. The execution and delivery of each of the Pubco Documents by Pubco and the consummation by Pubco of the Transaction contemplated hereby have been duly authorized by its board of directors and no other corporate or shareholder proceedings on the part of Pubco is necessary to authorize such documents or to consummate the Transaction contemplated hereby. This Agreement has been, and the other Pubco Documents when executed and delivered by Pubco as contemplated by this Agreement will be, duly executed and delivered by Pubco and this Agreement is, and the other Pubco Documents when executed and delivered by Pubco, as contemplated hereby will be, valid and binding obligations of Pubco enforceable in accordance with their respective terms, except:

5.3                      Capitalization of Pubco. The entire authorized capital stock and other equity securities of Pubco consist of 750,000,000 shares of common stock with a par value of $0.001 (the “Pubco Common Stock”). As of the date of this Agreement, there are 51,250,000 shares of Pubco Common Stock issued and outstanding. On the Closing Date, Pubco will have issued and outstanding no more than 51,250,000 shares of Pubco Common Stock immediately prior to the issuance of the Pubco Shares as contemplated by this Agreement. All of the issued and outstanding shares of Pubco Common Stock have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with all federal, state, and local laws, rules and regulations. There are no outstanding options, warrants, subscriptions, phantom shares, conversion rights, or other rights, agreements, or commitments obligating Pubco to issue any additional shares of Pubco Common Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Pubco any shares of Pubco Common Stock as of the date of this Agreement. There are no agreements purporting to restrict the transfer of the Pubco Common Stock, no voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the Pubco Common Stock other than those shares held by affiliates of Pubco.

5.4                      Directors and Officers of Pubco. The duly elected or appointed directors and the duly appointed officers of Pubco are as listed on Schedule 5.

5.5                      Corporate Records of Pubco. The corporate records of Pubco, as required to be maintained by it pursuant to the Nevada Corporations Code, are accurate, complete and current in all material respects, and the minute book of Pubco is, in all material respects, correct and contains all material records required by the laws of the State of Nevada in regards to all

- 12 -

proceedings, consents, actions and meetings of the shareholders and the board of directors of Pubco.

5.6                      Non-Contravention. Neither the execution, delivery and performance of this Agreement, nor the consummation of this Transaction will:

5.7                      Validity of Pubco Common Stock Issuable upon the Transaction. The Pubco Shares to be issued to the Selling Shareholders upon consummation of the Transaction in accordance with this Agreement will, upon issuance, have been duly and validly authorized and, when so issued in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and non-assessable.

5.8                      Actions and Proceedings. To the best knowledge of Pubco, there is no claim, charge, arbitration, grievance, action, suit, investigation or proceeding by or before any court, arbiter, administrative agency or other governmental authority now pending or, to the best knowledge of Pubco, threatened against Pubco which involves any of the business, or the properties or assets of Pubco that, if adversely resolved or determined, would have a material adverse effect on the business, operations, assets, properties, prospects or conditions of Pubco taken as a whole (an “Pubco Material Adverse Effect”). There is no reasonable basis for any claim or action that, based upon the likelihood of its being asserted and its success if asserted, would have such an Pubco Material Adverse Effect.

5.9                      Compliance.

- 13 -

5.10                      Filings, Consents and Approvals. No filing or registration with, no notice to and no permit, authorization, consent, or approval of any public or governmental body or authority or other person or entity is necessary for the consummation by Pubco of the Transaction contemplated by this Agreement to continue to conduct its business after the Closing Date in a manner which is consistent with that in which it is presently conducted.

5.11                      SEC Filings. Pubco has furnished or made available to Priveco and the Selling Shareholders a true and complete copy of each report, schedule, registration statement and proxy statement filed by Pubco with the SEC (collectively, and as such documents have since the time of their filing been amended, the “Pubco SEC Documents”). As of their respective dates, the Pubco SEC Documents complied in all material respects with the requirements of the 1933 Act, or the Exchange Act, as applicable, and the rules and regulations of the SEC thereunder applicable to such Pubco SEC Documents.

5.12                      Absence of Undisclosed Liabilities. Except as disclosed in Schedule 10, Pubco does not have any material liabilities or obligations either direct or indirect, matured or unmatured, absolute, contingent or otherwise that could in the aggregate exceed $5,000, which have not heretofore been paid or discharged.

5.13                      Absence of Certain Changes or Events. Since the Pubco Accounting Date, except as and to the extent disclosed in the Pubco SEC Documents, there has not been:

5.14                      No Subsidiaries. Pubco does not have any subsidiaries or agreements of any nature to acquire any subsidiary or to acquire or lease any other business operations.

5.15                      Personal Property. There are no material equipment, furniture, fixtures and other tangible personal property and assets owned or leased by Pubco, except as disclosed in the Pubco SEC Documents.

5.16                      Employees and Consultants. Pubco does not have any employees or consultants, except as disclosed in the Pubco SEC Documents.

- 14 -

5.17                      Material Contracts and Transactions. There are no material contracts, agreements, licenses, permits, arrangements, commitments, instruments, understandings or contracts, whether written or oral, express or implied, contingent, fixed or otherwise, to which Pubco is a party, except as disclosed in the Pubco SEC Documents.

5.18                      No Brokers. Pubco has not incurred any obligation or liability to any party for any brokerage fees, agent’s commissions, or finder’s fees in connection with the Transaction contemplated by this Agreement.

5.19                      Certain Transactions. Pubco is not a guarantor or indemnitor of any indebtedness of any third party, including any person, firm or corporation.

5.20                      Bank Accounts. All of the bank accounts and safety deposit boxes of Pubco are listed on Schedule 9.

5.21                      Completeness of Disclosure. No representation or warranty by Pubco in this Agreement nor any certificate, schedule, statement, document or instrument furnished or to be furnished to Priveco pursuant hereto contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

6. CLOSING CONDITIONS

6.1                      Conditions Precedent to Closing by Pubco. The obligation of Pubco to consummate the Transaction is subject to the satisfaction or written waiver of the conditions set forth below on or before the Closing Date or such earlier date as hereinafter specified. The Closing of the Transaction contemplated by this Agreement will be deemed to mean a waiver of all conditions to Closing. These conditions of closing are for the benefit of Pubco and may be waived by Pubco in its sole discretion.

- 15 -

6.2                      Conditions Precedent to Closing by Priveco. The obligation of Priveco, Sun Cal Canada and the Selling Shareholders to consummate the Transaction is subject to the satisfaction or written waiver of the conditions set forth below on or before the Closing Date or such earlier date as hereinafter specified. The Closing of the Transaction will be deemed to mean

- 16 -

a waiver of all conditions to Closing. These conditions precedent are for the benefit of Priveco, Sun Cal Canada and the Selling Shareholders and may be waived by Priveco, Sun Cal Canada and the Selling Shareholders in their discretion.

- 17 -

7. ADDITIONAL COVENANTS OF THE PARTIES

7.1                      Notification of Financial Liabilities. Priveco will immediately notify Pubco in accordance with Section 11.6 hereof, if Priveco receives any advice or notification from its independent certified public accounts that Priveco has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the books, records, and accounts of Priveco, any properties, assets, liabilities, revenues, or expenses. Notwithstanding any statement to the contrary in this Agreement, this covenant will survive Closing and continue in full force and effect.

7.2                      Access and Investigation. Between the date of this Agreement and the Closing Date, Priveco, on the one hand, and Pubco, on the other hand, will, and will cause each of their respective representatives to:

All of such access, investigation and communication by a party and its representatives will be conducted during normal business hours and in a manner designed not to interfere unduly with the normal business operations of the other party. Each party will instruct its auditors to cooperate with the other party and its representatives in connection with such investigations.

7.3                      Confidentiality. All information regarding the business of Priveco including, without limitation, financial information that Priveco provided to Pubco during Pubco’s due diligence investigation of Priveco will be kept in strict confidence by Pubco and will not be used (except in connection with due diligence), dealt with, exploited or commercialized by Pubco or disclosed to any third party (other than Pubco’s professional accounting and legal advisors) without the prior written consent of Priveco. If the Transaction contemplated by this Agreement does not proceed for any reason, then upon receipt of a written request from Priveco, Pubco will immediately return to Priveco (or as directed by Priveco) any information received regarding

- 18 -

Priveco’s business. Likewise, all information regarding the business of Pubco including, without limitation, financial information that Pubco provides to Priveco during its due diligence investigation of Pubco will be kept in strict confidence by Priveco and will not be used (except in connection with due diligence), dealt with, exploited or commercialized by Priveco or disclosed to any third party (other than Priveco’s professional accounting and legal advisors) without Pubco’s prior written consent. If the Transaction contemplated by this Agreement does not proceed for any reason, then upon receipt of a written request from Pubco, Priveco will immediately return to Pubco (or as directed by Pubco) any information received regarding Pubco’s business.

7.4                      Notification. Between the date of this Agreement and the Closing Date, each of the parties to this Agreement will promptly notify the other parties in writing if it becomes aware of any fact or condition that causes or constitutes a material breach of any of its representations and warranties as of the date of this Agreement, if it becomes aware of the occurrence after the date of this Agreement of any fact or condition that would cause or constitute a material breach of any such representation or warranty had such representation or warranty been made as of the time of occurrence or discovery of such fact or condition. Should any such fact or condition require any change in the Schedules relating to such party, such party will promptly deliver to the other parties a supplement to the Schedules specifying such change. During the same period, each party will promptly notify the other parties of the occurrence of any material breach of any of its covenant in this Agreement or of the occurrence of any event that may make the satisfaction of such conditions impossible or unlikely.

7.5                      Exclusivity. Until such time, if any, as this Agreement is terminated pursuant to this Agreement, Priveco and Pubco will not, directly or indirectly solicit, initiate, entertain or accept any inquiries or proposals from, discuss or negotiate with, provide any non-public information to, or consider the merits of any unsolicited inquiries or proposals from, any person or entity relating to any transaction involving the sale of the business or assets (other than in the ordinary course of business), or any of the capital stock of Priveco or Pubco, as applicable, or any merger, consolidation, business combination, or similar transaction other than as contemplated by this Agreement.

7.6                      Conduct of Priveco and Pubco Business Prior to Closing. Except as expressly contemplated by this Agreement or for purposes in furtherance of this Agreement, from the date of this Agreement to the Closing Date, and except to the extent that Pubco otherwise consents in writing, Priveco and Sun Cal Canada will operate their respective business substantially as presently operated and only in the ordinary course and in compliance with all applicable laws, and use its best efforts to preserve intact its good reputation and present business organization and to preserve its relationships with persons having business dealings with it. Likewise, from the date of this Agreement to the Closing Date, and except to the extent that Priveco otherwise consents in writing, Pubco will operate its business substantially as presently operated and only in the ordinary course and in compliance with all applicable laws, and use its best efforts to preserve intact its good reputation and present business organization and to preserve its relationships with persons having business dealings with it.

7.7                      Certain Acts Prohibited – Priveco and Sun Cal Canada. Except as expressly contemplated by this Agreement or for purposes in furtherance of this Agreement, between the date of this Agreement and the Closing Date, neither Priveco nor Sun Cal Canada will, without the prior written consent of Pubco:

- 19 -

7.8                      Certain Acts Prohibited - Pubco. Between the date of this Agreement and the Closing Date, Pubco will not, without the prior written consent of Priveco:

7.9                      Public Announcements. Pubco and Priveco each agree that they will not release or issue any reports or statements or make any public announcements relating to this Agreement or the Transaction contemplated herein without the prior written consent of the other party, except as may be required upon written advice of counsel to comply with applicable laws or regulatory requirements after consulting with the other party hereto and seeking their reasonable consent to such announcement. Priveco acknowledges that Pubco must comply with securities laws requiring full disclosure of material facts and agreements in which it is involved, and will co-operate to assist Pubco in meeting its obligations.

8. CLOSING

- 20 -

8.1                      Closing. The Closing shall take place on the Closing Date at the offices of the lawyers for Pubco or at such other location as agreed to by the parties. Notwithstanding the location of the Closing, each party agrees that the Closing may be completed by the exchange of undertakings between the respective legal counsel for Priveco and Pubco, provided such undertakings are satisfactory to each party’s respective legal counsel.

8.2                      Closing Deliveries of Priveco, Sun Cal Canada and the Selling Shareholders. At Closing, Priveco, Sun Cal Canada and the Selling Shareholders will deliver or cause to be delivered the following, fully executed and in the form and substance reasonably satisfactory to Pubco:

8.3                      Closing Deliveries of Pubco. At Closing, Pubco will deliver or cause to be delivered the following, fully executed and in the form and substance reasonably satisfactory to Priveco:

- 21 -

9. TERMINATION

9.1                      Termination. This Agreement may be terminated at any time prior to the Closing Date contemplated hereby by:

9.2                      Effect of Termination. In the event of the termination of this Agreement as provided in Section 9.1, this Agreement will be of no further force or effect, provided, however,

- 22 -

that no termination of this Agreement will relieve any party of liability for any breaches of this Agreement that are based on a wrongful refusal or failure to perform any obligations.

10. INDEMNIFICATION, REMEDIES, SURVIVAL

10.1                      Certain Definitions. For the purposes of this Section 10, the terms “Loss” and “Losses” mean any and all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs, and expenses, including without limitation, interest, penalties, fines and reasonable attorneys, accountants and other professional fees and expenses, but excluding any indirect, consequential or punitive damages suffered by Pubco or Priveco including damages for lost profits or lost business opportunities.

10.2                      Priveco and Sun Cal Canada Indemnity. Priveco and Sun Cal Canada will jointly and severally indemnify, defend, and hold harmless Pubco and its shareholders from, against, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by Pubco and its shareholders by reason of, resulting from, based upon or arising out of:

10.3                      Selling Shareholders Indemnity. The Selling Shareholders will and do hereby indemnify, defend, and hold harmless Pubco and its shareholders from, against, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by Pubco and its shareholders by reason of, resulting from, based upon or arising out of:

10.4                      Pubco Indemnity. Pubco will indemnify, defend, and hold harmless Priveco, Sun Cal Canada and the Selling Shareholders from, against, for, and in respect of any and all Losses asserted against, relating to, imposed upon, or incurred by Priveco, Sun Cal Canada and the Selling Shareholders by reason of, resulting from, based upon or arising out of:

- 23 -

10.5                      Survival of Indemnification. Notwithstanding Section 11.1 hereof, the indemnification provisions of this Section 10 will survive the Closing Date and will continue in full force and effect until two (2) years after the Closing Date.

11. GENERAL

11.1                      Effectiveness of Representations; Survival. Each party is entitled to rely on the representations, warranties and agreements of each of the other parties and all such representation, warranties and agreement will be effective regardless of any investigation that any party has undertaken or failed to undertake. The representations, warranties and agreements will survive the Closing Date and continue in full force and effect until two (2) years after the Closing Date.

11.2                      Further Assurances and Provision of Information. Each of the parties hereto will co-operate with the others and execute and deliver to the other parties hereto such other instruments and documents and take such other actions as may be reasonably requested from time to time by any other party hereto as necessary to carry out, evidence, and confirm the intended purposes of this Agreement. Additionally, Priveco and the Selling Shareholders acknowledge that under SEC rules Pubco must provide registration level information regarding the business of Priveco and agree to provide such information to Pubco in a timely manner prior to closing, and allow Pubco and its representatives free access to all books, records, and other information of Priveco and to its personnel and advisors.

11.3                      Amendment. This Agreement may not be amended except by an instrument in writing signed by each of the parties.

11.4                      Expenses. Each party to this Agreement will bear its respective expenses incurred in connection with the preparation, execution, and performance of this Agreement and the Transaction contemplated hereby, including all fees and expenses of agents, representatives, counsel, and accountants.

11.5                      Entire Agreement. This Agreement, the schedules attached hereto and the other documents in connection with this transaction contain the entire agreement between the parties with respect to the subject matter hereof and supersede all prior arrangements and understandings, both written and oral, expressed or implied, with respect thereto. Any preceding correspondence or offers are expressly superseded and terminated by this Agreement.

11.6                      Notices. All notices and other communications required or permitted under to this Agreement must be in writing and will be deemed given if sent by personal delivery, faxed with electronic confirmation of delivery, internationally-recognized express courier or registered or certified mail (return receipt requested), postage prepaid, to the parties at the addresses listed on the first page of this Agreement (or at such other address for a party as will be specified by like notice). All such notices and other communications will be deemed to have been received:

- 24 -

11.7                      Headings. The headings contained in this Agreement are for convenience purposes only and will not affect in any way the meaning or interpretation of this Agreement.

11.8                      Benefits. This Agreement is and will only be construed as for the benefit of or enforceable by those persons party to this Agreement.

11.9                      Assignment. This Agreement may not be assigned (except by operation of law) by any party without the consent of the other parties.

11.10                      Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia, Canada applicable to contracts made and to be performed therein.

11.11                      Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party.

11.12                      Gender. All references to any party will be read with such changes in number and gender as the context or reference requires.

11.13                      Counterparts. This Agreement may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

11.14                      Fax Execution. This Agreement may be executed by delivery of executed signature pages by fax and such fax execution will be effective for all purposes.

11.15                      Independent Legal Advice. All Selling Shareholders confirm that they have been given an opportunity to seek and obtain independent legal advice prior to execution of this Agreement and cannot and do not rely on the representations of Pubco or its advisors respecting the legal effects of this Agreement.

11.16                      Schedules and Exhibits. The schedules and exhibits are attached to this Agreement and incorporated herein.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

SUN CAL ENERGY, INC. (a Nevada corporation)

- 25 -

SUN CAL ENERGY, CORP. (a private Nevada corporation)

SUN CAL ENERGY CANADA CORP. (a private British Columbia corporation)