Lease & Asset Purchase Agreement

a.

The Closing date shall be May 25, 2011, provided there are no unforeseen delays. If any of the parties intend to have a title company or escrow agent close the transaction, the parties shall mutually agree upon such company or agent. Both the buyer and seller shall submit all documentation and other information requested by title company/escrow agent needed to close the transaction. The parties shall fix a date and time with the title company/escrow agent to close the transaction .

b.

On the Closing date the inventory, equipment, and fixtures to be transferred will be located at the lease sites and will not be removed without the written consent of the Buyer.

a.

That Seller is the sole owner of the Assets with full right to sell or dispose of it as Seller may choose, and no other person has any claim, right, title, interest, or lien in, to, or on the Business or Assets.

b.

That Seller has no undischarged obligations affecting the Assets being sold under this contract, other than obligations that arose in the usual and regular course of business.

c.

That there are presently and will be at the time of closing, no liens or security interests against the property and assets being transferred herein.

d.

Consents. No consent from or other approval of a governmental entity or other person is necessary in connection with the execution of the Agreement or the consummation by Seller of the business of Seller by Buyer in the manner previously conducted by Seller.

e.

Inventory. The Inventory is merchantable and fit for intended use and is free of any material defects in workmanship. The finished goods Inventory is of a type, quantity, and quality usable and salable in the ordinary course of business of the Seller. *Inventory and condition will not change in any fashion, except for improvements as described by both parties upon initial inspection. All oil in tanks shall be the property of the seller until closing date.

g.

Payment of Taxes. Seller represents and warrants that Seller has paid, or will arrange for the full payment of, all taxes owed by Seller on account of the Business.

f.

Insurance. Currently not applicable

h.

Licenses, Leases, and Permits  Licenses, Leases, and Permits currently are up to date. Licenses, deposits, and permits as they come due will be paid and funded by Treaty Energy or a named entity.

i.

Litigation. There are no actions, suits, proceedings, or investigations pending or, to the knowledge of the Seller, threatened against or involving Seller or brought by Seller or affecting any of the purchased property at law or in equity or admiralty or before or by any federal, state, municipal, or other governmental department, commission, board, agency, or instrumentality, domestic or foreign, nor has any such action, suit, proceeding, or investigation been pending during the 24-month period preceding the date hereof; and Seller is not operating its business under or subject to, or in default with respect to, any order, writ, injunction, or decree of any court of federal, state, municipal, or governmental department, commission, board, agency, or instrumentality, domestic or foreign.

j.

Compliance with Laws. To the best of its knowledge, Seller has complied with and is operating its business in compliance with all laws, regulations, and orders applicable to the business conducted by it, and the present uses by the Seller of the purchased property do not violate any such laws, regulations, and orders. Seller has no knowledge of any material present or future expenditures that will be required with respect to any of Seller's facilities to achieve compliance with any present statute, law, or regulation, including those relating to the environment or occupational health and safety.

k.

Disclosure. No representation or warranty by the Seller contained in this Agreement, and no statement contained in any certificate or other instrument furnished or to be furnished to Buyer pursuant hereto, or in connection with the transactions contemplated hereby, contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact that is necessary in order to make the statements contained therein not misleading.

l.

Liabilities. Seller has as of the purchase date and shall have on the closing date no liabilities of any kind whatsoever, contingent or otherwise.

a.

The Bill of Sale to be delivered at the closing date will transfer all the assets enumerated in Exhibit A free and clear of all encumbrances and will contain the usual warranties;

b.

Seller assumes all risk of loss, damage, or destruction to the assets subject to this Contract until the closing.

a.

Applicable Law. This Agreement shall be construed under and in accordance with the laws of the Texas.

b.

Parties Bound. This Agreement shall be binding on and inure to the benefit of the parties to this Agreement and their respective heirs, executors, administrators, legal representatives, successors and assigns as permitted by this Agreement.

c.

Legal Construction. In the event any one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability shall not affect any other provision. This Agreement shall be construed as if the invalid, illegal, or unenforceable provision had never been contained in it.

d.

Amendments. This Agreement may be amended by the parties only by a written agreement.

By:

Date:

4/20/2011

Adam Earnest