Exhibit 10.1 Termination and Rescission Agreement dated as of October 31, 2008, between Tamm Oil and Gas Corp. and 1132559 Alberta Ltd

WHEREAS the Vendors were the registered holders and beneficial owners of an aggregate of 108 common shares in the capital of the Company as set out in Schedule “A” hereto (the “Purchased Shares”);

WHEREAS Acquireco is a wholly-owned subsidiary of Tamm; and

WHEREAS the Vendors, Acquireco, Tamm and the Company are parties to a share exchange agreement dated effective the 20th day of May 2008 (the “Share Exchange Agreement”); and

WHEREAS Acquireco, Tamm and the Trustee are parties to a support agreement dated effective the 20th day of May 2008 (the “Support Agreement”); and

WHEREAS Acquireco, Tamm and the Trustee are parties to an exchange and voting trust agreement dated effective the 20th day of May 2008 (the “Exchange and Voting Trust Agreement”); and

WHEREAS the Parties wish to rescind the Agreements due to the failure to meet such conditions precedent as hereinafter provided;

NOW THEREFORE in consideration of the premises and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Parties hereto mutually covenant and agree as follows:

In consideration of the mutual release set forth in Section 2.1, the Parties acknowledge and agree that all rights, benefits, duties, liabilities and obligations of the Parties under the Share Exchange Agreement, the Support Agreement, the Exchange and Voting Trust Agreement or under any ancillary agreements, (all together the “Agreements”) documents or instruments delivered in connection therewith are hereby rescinded and each party is absolved from future performance of its obligations under each of the Agreements.

Each Party hereby releases and forever discharges each of the other Parties from any and all claims, demands, proceedings, causes of action, obligations, debts and other liabilities whatsoever, both at law and in equity, which such Party now has, or has ever had, or may hereafter have under or howsoever arising in connection with the Share Exchange Agreement, the Support Agreement, the Exchange and Voting Trust Agreement or any ancillary agreements, documents or instruments delivered in connection therewith.

Forthwith, each Vendor shall return to Acquireco all Series A Preferred Shares of Acquireco that each Vendor currently holds in escrow, for cancellation by Acquireco.

SharesForthwith, Acquireco shall return to the Company the 108 Class A Common Shares of the Company that Acquireco currently holds in escrow. The Company shall distribute the Class A Common Shares to each Vendor in the same amount each Vendor held immediately prior to the Share Exchange Agreement, and as recorded in Schedule “B” of the Share Exchange Agreement.
 

This Agreement may be executed by the Parties in one or more counterparts by original or by facsimile, each of which when so executed and delivered shall be an original and such counterparts shall together constitute one and the same instrument.

On behalf of each Vendor, William Tighe may sign this Agreement to Rescind pursuant to the power of attorney granted to him by the Vendors on May 10, 2008.

IN WITNESS WHEREOF the parties have duly executed this Agreement on the day and year first above written.