Farmout Agreement between Petrosouth Energy Coropration Sucursal Columbia and Delavaco Energy Columbia Inc. Sucursal Columbia, dated effective the 16th day of September, 2008

FARMOUT AGREEMENT

for

BUENAVISTA BLOCK

by and between

PETROSOUTH ENERGY CORPORATION SUCURSAL COLOMBIA

and

DELAVACO ENERGY COLOMBIA INC. SUCURSAL COLOMBIA

FARMOUT AGREEMENT

THIS AGREEMENT is entered into on the [DAY] day of [MONTH] 2008 by and between PETROSOUTH ENERGY CORPORATION SUCURSAL COLOMBIA, a branch of the foreign corporation PetroSouth Energy Corporation, established by public deed 657 dated March 5, 2007, from Notary 35 of Bogotá, legally represented by its authorized officer, Mr. FELIPE PIMIENTA BARRIOS, Colombian citizen, domiciled in Bogotá, DC, identified with the citizen identification card number 79.785.924, according to the Certificate of Legal Existence and Representation issued by the Chamber of Commerce of Bogotá, attached hereto as Exhibit A (hereinafter referred to as “Farmor”); and DELAVACO ENERGY COLOMBIA INC. SUCURSAL COLOMBIA, a Colombian Branch Office of DELAVACO ENERGY COLOMBIA INC., established by public deed 3.713 dated June 3 of 2.008, from Notary 6 of Bogotá, legally represented by its authorized officer, Mr. ANDREW DEFRANCESCO, Canadian citizen, domiciled in Ontario, identified with Canadian Passport number WJ709416, according to the Certificate of Legal Existence and Representation issued by the Chamber of Commerce of Bogotá, attached hereto as Exhibit B (hereinafter referred to as “Farmee”). The companies named above, and their respective successors and assignees (if any), may sometimes individually be referred to as “Party” and collectively as the “Parties”.

WITNESSETH:

WHEREAS, on November 8, 2004 the Colombian Agencia Nacional de Hidrocarburos (hereinafter referred to as “ANH”) and UNI? TEMPORAL OMEGA ENERGY, (hereinafter referred to as “UTOE”) entered into an Exploration and Production Agreement for the exploration, development and production of hydrocarbons in the Contract Area (hereinafter referred to as the “Buenavista Contract”);

WHEREAS, at the time of execution of the Buenavista Contract, UTOE was formed by TECNICONTROL S.A. (hereinafter referred to as “TECNICONTROL”) and PETROLEUM EQUIPMENT INTERNATIONAL LTDA. (hereinafter referred to as “PEI”), each with fifty percent (50%) Participating Interest.

WHEREAS, on June 22, 2005 the ANH by Resolution 216 of September 13, 2005, authorized the assignment to Bohemia Investment S.A. Sucursal Colombia of twenty five percent (25%) of PEI’s Participating Interest.

WHEREAS, on June 30, 2006, Bohemia Investment S.A. Sucursal Colombia reassigned its 25 % Participating Interest back to PEI. This assignment has not yet been approved by the ANH.

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WHEREAS, on July 28, 2006, PEI assigned twelve point five percent (12.5%) Participating Interest to Quality Services and Investors, S.A. (hereinafter referred to as “QSI”). This assignment has not yet been approved by the ANH.

WHEREAS, TECNICONTROL assigned its entire Participating Interest (50%) in the Buenavista Contract to TC Oil & Services S.A. (hereinafter referred to as “TC Oil”).

WHEREAS, on September 7, 2006, TECNICONTROL applied to the ANH for approval of its assignment to TC Oil of its fifty percent (50%) Participating Interest.

WHEREAS, on August 10, 2007, XANDORO LIMITED (hereinafter referred to as “XANDORO”) entered into a Memorandum of Understanding according to which XANDORO acquired one and one quarter percent (1.25%) of the total Participating interests in the Buenavista Contract.. The assignment has not been completed to date.

WHEREAS, on August 16, 2007 INFINITY OIL LIMITED (hereinafter referred to as “INFINITY”) entered into an arrangement with UTOE to acquire, by way of undertaking work commitments, a fifty percent (50%) Participating Interest. Said fifty percent (50%) is made up from the following Participating Interests transferred to INFINITY:

WHEREAS, on August 30, 2007, PEI and Farmor entered into an Assignment Agreement whereby Farmor acquired a sixteen percent (16%) Participating Interest;

WHEREAS, Farmor is willing to assign and transfer a certain undivided interest in its rights and obligations under the J-V Agreement, related to the Buenavista Contract, and related to the Buenavista Contract Area; and the JOA to Farmee in accordance with the terms set forth herein and Farmee wishes to acquire such interest;

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NOW, THEREFORE, in consideration of the premises and the mutual covenants and obligations set out below and to be performed, the Farmor and Farmee agree as follows:

ARTICLE 1

DEFINITIONS

As used in this Agreement, the following capitalized words and terms shall have the meanings ascribed to them below. Any capitalized term used in this Agreement and not specifically defined in this Agreement shall have the same meaning as in the Buenavista Contract or the JOA.

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ARTICLE 2

ASSIGNMENT OF INTEREST

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ARTICLE 3

CONDITIONS PRECEDENT

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ARTICLE 4

CONSIDERATION

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ARTICLE 5

OBLIGATIONS UNDER CONTRACT AND JOA

ARTICLE 6

UNDERTAKING OF THE PARTIES

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ARTICLE 7

REPRESENTATIONS AND WARRANTIES OF THE PARTIES

7.1 Farmor’s Representations and Warranties

Except as otherwise disclosed in the Exhibits attached hereto, Farmor makes the following representations and warranties to Farmee as of the Effective Date and repeated on the Closing Date:

A. Farmor's Rights

Farmor, directly or through the Operator, holds the rights to a sixteen percent (16%) undivided Participating Interest in a JOA related to the Contract Area, free and clear of any Liens (other than Permitted Liens) according to the terms of the Buenavista Contract and all applicable Laws. The Buenavista Contract is in full force and effect and no notice of default, termination, or breach under the Buenavista Contract has been received neither by Farmor nor, to the knowledge of Farmor, any party to the Buenavista Contract. The JOA related to the Buenavista Contract, together with applicable Laws, contains the entirety of the obligation of Farmor to the Government, and no other understanding or agreement exists between Farmor and the Government in relation to the subject matter of the Buenavista Contract except as otherwise disclosed under this Agreement. There are no Preferential Rights that have not been expressly disclosed by Farmor to Farmee and no third party consents required in relation to the execution and perfection of this Agreement and the interests assigned to Farmee.

B. Buenavista Assignment

After the Buenavista Assignment contemplated under Article 2 herein, Farmee shall have full legal and beneficial ownership free and clear of any and all Liens, other than Permitted Liens, of a sixteen percent (16%)

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undivided Participating Interest of the Contract Area and in the JOA related to the Buenavista Contract.

C. Cost Estimates

Cost estimates provided to Farmee by Farmor for work to be completed under the Buenavista Contract are reasonable and were diligently given at time provided.

D. Documents

Farmor has provided Farmee with complete and correct copies of the Documents. Where Farmor has provided any translation of a Document, Farmor has done so as a courtesy to the Farmee and Farmor makes no representation or warranty as to the accuracy of the translation.

As soon as possible upon execution of this Agreement, Farmor shall deliver or cause to be delivered to Farmee complete and correct copies of the official correspondence existing between the ANH and the Operator, to the extent Farmor has such correspondence and it does not breach any laws or regulations.

E. Claims and Litigation

To the best of Farmor’s knowledge, there are no material claims, demands, actions, suits, governmental inquiries, or proceedings pending or to Farmor's knowledge threatened in connection with the Contract, the J-V Agreement, the JOA or other Documents which would have an adverse effect upon the consummation of the transactions contemplated by this Agreement.

7.2 Farmee’s Representations and Warranties

Except as otherwise disclosed in the Exhibits attached hereto, Farmee makes the following representations and warranties to Farmor as of the Effective Date and repeated on the Closing Date:

A. Acknowledgement of Farmor's Rights

Farmee, acknowledges that Farmor right subject to this Agreement, is a sixteen percent (16%) undivided Participating Interest in a JOA related to the Contract Area, and not a direct Participation Interest in the Buenavista

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Contract. Farmee, acknowledges that Farmor is not a recognized party under the Buenavista Contract before the ANH.

B. Claims and Litigation

There are no material claims, demands, actions, suits, governmental inquiries, or proceedings pending, or to Farmee’s knowledge, threatened, against Farmee which would have an adverse effect upon the consummation of the transactions contemplated by this Agreement.

C. Technical Capability

Farmee has the technical capability, personnel and resources to fulfill its obligations under this Agreement.

7.3 Mutual Representations and Warranties

The Parties make the following representations and warranties to each other as of the Effective Date and repeated on the Closing Date:

A. Corporate Authority.

Each Party is duly organized and validly existing under the laws of the country where it is organized. To the extent required, each Party is qualified to conduct business in the jurisdiction as necessary to perform the Buenavista Contract. Each Party has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by each Party and constitutes a legal, valid and binding obligation of each Party, enforceable against each Party in accordance with its terms.

B. Payments

Neither Party nor its Affiliates have made, offered, or authorized and will not make, offer or authorize any payment, gift, promise or other advantage, in connection with the matters which are the subject to this Agreement, whether directly or indirectly through any other person or entity, to or for the use or benefit of any public official (i.e., any person holding a legislative, administrative or judicial office, including any person employed by or acting on behalf of a public agency, a public enterprise or a public international organization) or any political party or political party official or candidate for

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office, where such payment, gift or promise would violate: (a) the applicable Laws of the country of operations; (b) the laws of the country of formation of the Party or such Party's ultimate parent company (or its principal place of business); or, (c) the principles described in the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed in Paris on December 17, 1997, which entered into force on February 15, 1999, and the Convention's Commentaries.

C. Other Representations and Warranties

Except as otherwise disclosed, the execution, delivery, and performance of this Agreement by each Party, the consummation of the transactions contemplated hereby, and the compliance with the provisions hereof will not, to the best of each Party's knowledge and belief:

ARTICLE 8

TAX

8.1 Tax Obligations

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Each Party shall be responsible for reporting and discharging its own tax measured by the profit or income of the Party and the satisfaction of such Party’s share of all contract obligations under the Buenavista Contract and under this Agreement. Each Party shall protect, defend and indemnify each other Party from any and all loss, cost or liability arising from the indemnifying Party’s failure to report and discharge such taxes or satisfy such obligations. The Parties intend that all income and all tax benefits (including deductions, depreciation, credits and capitalization) with respect to the expenditures made by the Parties hereunder will be allocated by the Government tax authorities to the Parties based on the share of each tax item actually received or borne by each Party. If such allocation is not accomplished due to the application of the Laws / Regulations or other Government action, the Parties shall attempt to adopt mutually agreeable arrangements that will allow the Parties to achieve the financial results intended. Operator shall provide each Party, in a timely manner and at such Party’s sole expense, with such information with respect to Joint Operations as such Party may reasonably request for preparation of its tax returns or responding to any audit or other tax proceeding.

8.2 Joint Levy

If interpretation or enforcement of the Buenavista Contract by the Government imposes joint and several liability on the Parties for any levy, charge or tax, the Parties agree to cross indemnify each other to the extent that such levy, charge or tax is owed by one Party individually.

ARTICLE 9

CONFIDENTIALITY

9.1 Confidentiality

Except as otherwise provided in the Buenavista Contract and the JOA, each Party agrees that all information disclosed under this Agreement, except information in the public domain or lawfully in possession of a Party prior to the Closing Date, shall be considered confidential and shall not be disclosed to any other person or entity without the prior written consent of the Party which owns such confidential information. This obligation of confidentiality shall remain in force during the term of the Buenavista Contract and for a period of three (3) years thereafter. Notwithstanding the foregoing, confidential information may be disclosed without consent and without violating the obligations contained in this Article in the following circumstances:

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9.2 Disclosure

Disclosure as pursuant to Sections 9.1(e), (f) and (g) shall not be made unless prior to such disclosure the disclosing Party has obtained a written undertaking from the

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recipient party to keep the information strictly confidential for at least as long as the period set out above and to use the information for the sole purpose described in Sections 9.1(e), (f) and (g), whichever is applicable, with respect to the disclosing Party.

ARTICLE 10

NOTICES

All notices authorized or required between the Parties by any of the provisions of this Agreement shall be in writing (in English) and delivered in person or by courier service or by any electronic means of transmitting written communications which provides written confirmation of complete transmission, and properly addressed to the other Party. Verbal communication does not constitute notice for purposes of this Agreement, and e-mail addresses and telephone numbers for the Parties are listed below as a matter of convenience only. A notice given under any provision of this Agreement shall be deemed delivered only when received by the Party to whom such notice is directed, and the time for such Party to deliver any notice in response to such originating notice shall run from the date the originating notice is received. “Received” for purposes of this Article shall mean actual delivery of the notice to the address of the Party specified hereunder.

Name: PETROSOUTH ENERGY CORPORATION SUCURSAL COLOMBIA
Address: Carrera 7 No 73 - 55, Piso 7, Bogotá Colombia
Attention: FELIPE PIMIENTA BARRIOS
Facsimile: +57.1. 6293642

Name: DELAVACO ENERGY COLOMBIA INC SUCURSAL COLOMBIA
Address: Cale 113 No 7  21, Torre A, Of. 1203, Bogotá Colombia
Attention: ANDREW DEFRANCESCO

ARTICLE 11

LAW AND DISPUTE RESOLUTION

11.1 Governing Law

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The substantive law of Colombia, exclusive of any conflicts of laws principles that could require the application of any other law, shall govern this Agreement for all purposes, including the resolution of disputes between or among Parties.

11.2 Dispute Resolution

The Parties shall first attempt to resolve any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof through friendly consultations. If the dispute is not resolved in this manner within thirty (30) days after commencement of discussions, then either Party may submit the dispute to final and binding arbitration. The tribunal shall be formed by three (3) arbitrators, all chosen by the mutual agreement of the Parties. The arbitrators should be duly licensed to practice law in Colombia with more than five (5) years experience in the oil & gas industry, and fully bilingual in the English and Spanish languages. If no agreement is reached within one (1) month counted as from the date on which any of the Parties expresses its intention to submit the dispute to arbitration, then arbitrators shall be appointed by drawing lots from the list of arbitrators of the Arbitration Centre of Bogotá Chamber of Commerce Bogotá. The venue shall be the city of Bogotá. The language of the arbitration procedure shall be the Spanish language. The arbitral award shall be final and binding upon de Parties and the parties agree to be bound thereby and to act accordingly. The costs of arbitration and the costs of enforcing the arbitral award (including witness expenses and attorneys' fees) shall be borne by the losing Party, unless otherwise determined by the arbitral award. When any dispute occurs and when any dispute is under arbitration, except for the matters under dispute, the parties shall continue to exercise their remaining respective rights and fulfill their remaining obligations under this Agreement to the extent possible under the circumstances.

ARTICLE 12

FORCE MAJEURE

If as a result of Force Majeure, any Party is rendered unable, wholly or in part, to carry out its obligations under this Agreement, other than the obligation to pay any amounts due, then the obligations of the Party giving such notice, so far as and to the extent that the obligations are affected by such Force Majeure, shall be suspended during the continuance of any inability so caused and for such reasonable period thereafter as may be necessary for the Party to put itself in the same position that it occupied prior to the Force Majeure, but for no longer period. The Party claiming Force Majeure shall notify the other Parties of the Force

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Majeure within a reasonable time after the occurrence of the facts relied on and shall keep all Parties informed of all significant developments. Such notice shall give reasonably full particulars of the Force Majeure and also estimate the period of time, which the Party will probably require to remedy the Force Majeure. The affected Party shall use all reasonable diligence to remove or overcome the Force Majeure situation as quickly as possible in a commercially reasonable manner but shall not be obligated to settle any labor dispute except on terms acceptable to it. All such disputes shall be handled within the sole discretion of the affected Party. For the purposes of this Agreement, “Force Majeure” shall have the same meaning as is set out in the Buenavista Contract.

ARTICLE 13

DEFAULT

13.1 Notice of Default

Where a Party is in default of any provisions of this Agreement the non-defaulting Party will give notice of default to the defaulting Party in accordance with Article 10. The defaulting Party will have thirty (30) days to remedy the default. If after thirty (30) days the default has not been remedied, the non-defaulting Party shall have the right to terminate the Agreement in accordance with Article 3.3.

13.2 Default

Except as otherwise agreed, if Farmee fails to pay the Consideration under Article 4 of this Agreement by the applicable dates, Farmee shall be in default. In such event, Farmor would retain the right to receive any and all revenues derived from production from the Buenavista Contract. On the date such Consideration is paid in full, Farmor would cease to have any rights, benefits or entitlements whatsoever in respect of the Buenavista Contract, and all rights, benefits or entitlements acquired pursuant to the assignment of Participating Interest would fully vest in Farmee.

ARTICLE 14

ASSIGNMENT

14.1 Assignment

Farmee may enter into any transaction (whether by way of reconstruction, reorganization, consolidation, amalgamation, business combination, merger, transfer, or otherwise) whereby any portion, all or substantially all of its

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undertaking, property, assets or capital stock would become the property of, or beneficially owned by any other person or, in the case of any such amalgamation, of the continuing corporation resulting therefrom (such amalgamated corporation, the Successor Corporation) provided that: (i) the Farmee is not in default or no default would result therefrom; (ii) the Successor Corporation will continue to be liable for the obligations of the Farmee under this Agreement, the Buenavista Contract and the JOA.

ARTICLE 15

GENERAL PROVISIONS

15.1 Relationship of Parties

The rights, duties, obligations and liabilities of the Parties under this Agreement shall be individual, not joint or collective. It is not the intention of the Parties to create, nor shall this Agreement be deemed or construed to create, a mining or other partnership association or (except as explicitly provided in this Agreement) a trust. This Agreement shall not be deemed or construed to authorize any Party to act as an agent, servant or employee for any other Party for any purpose whatsoever except as explicitly set forth in this Agreement. In their relations with each other under this Agreement, the Parties shall not be considered fiduciaries except as expressly provided in this Agreement.

15.2 Further Assurances

Each of the Parties shall do all such acts and execute and deliver all such documents as shall be reasonably required in order to fully perform and carry out the terms of this Agreement.

15.3 Waiver

No waiver by any Party of any one or more defaults by another Party in the performance of any provision of this Agreement shall operate or be construed as a waiver of any future default or defaults by the same Party whether of a like or of a different character. Except as expressly provided in this Agreement, no Party shall be deemed to have waived, released or modified any of its right under this Agreement unless such Party has expressly stated, in writing, that it does waive, release or modify such right.

15.4 Joint Preparation

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Each provision of this Agreement shall be construed as though all Parties participated equally in the drafting of the same. Consequently, the Parties acknowledge and agree that any rule of construction that a document is to be construed against the drafting party shall not be applicable to this Agreement.

15.5 Severance of Invalid Provisions

If and for so long as any provision of this Agreement shall be deemed to be judged invalid for any reason whatsoever, such invalidity shall not affect the validity or operation of any other provision of this Agreement except only so far as shall be necessary to give effect to the construction of such invalidity, and any such invalid provision shall be deemed severed from this Agreement without affecting the validity of the balance of this Agreement.

15.6 Modifications

There shall be no modification of this Agreement except by written consent of all Parties.

15.7 Priority of Agreement

In the event of any conflict between the provisions of the main body of this Agreement and its Exhibits, the provisions of the main body of the Agreement shall prevail. In the event of any conflict between this Agreement and the JOA, this Agreement shall prevail. In the event of any conflict between this Agreement and the Buenavista Contract, this Agreement shall prevail unless such would be in violation of the Laws of Colombia or the terms of the Buenavista Contract.

15.8 Interpretation

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15.9 Counterpart Execution

This Agreement may be executed in any number of counterparts and each such counterpart shall be deemed an original Agreement for all purposes; provided that no Party shall be bound to this Agreement unless and until all Parties have executed a counterpart. For purposes of assembling all counterparts into one document, Farmor is authorized to detach the signature page from one or more counterparts and, after signature thereof by the respective Party, attach each signed signature page to a counterpart.

15.10 Public Announcements

No public announcement or statement regarding the terms or existence or this Agreement shall be made without prior written consent of all Parties; provided that, notwithstanding any failure to obtain such approval, no Party shall be prohibited from issuing or making any such public announcement or statement to the extent it is necessary to do so in order to comply with the applicable laws, rules or regulations of any government, legal proceedings or stock exchange having jurisdiction over such Party or its affiliates, however, any such required public announcement shall include only that portion information which the disclosing Party is advised by written opinion of counsel (including in-house counsel) is legally required. Such opinion shall be delivered to the other Party prior to any such public announcement unless such delivery is waived by the non-disclosing Party.

15.11 Entirety

With respect to the subject matter contained herein, this Agreement (i) is the entire agreement of the Parties; and (ii) supersedes all prior understandings, agreements and negotiations of the Parties.

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     IN WITNESS of their agreement each Party has caused its duly authorized representative to sign this instrument on the date set out in the first sentence of this Agreement.

Farmor

/s/ Felipe Pimienta Barrios
PETROSOUTH ENERGY CORPORATION SUCURSAL COLOMBIA
Felipe Pimienta Barrios
Authorized Office

Farmee

/s/ Andrew Defrancesco
DELAVACO ENERGY COLOMBIA INC. SUCURSAL COLOMBIA
Andrew Defrancesco
Authorized Officer

OVR/OVR/ID-128416/WPC16423

EXHIBITS

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EXHIBIT F.1
DOCUMENT TO BE ISSUED BY THE OPERATOR OF THE BUENAVISTA CONTRACT

[INSERT DATE]

MR.
ANDREW DEFRANCESCO
AUTHORIZED OFFICER
DELAVACO ENERGY COLOMBIA INC. SUCURSAL COLOMBIA
BOGOTÁ

Re: Assignment of Participating Interests under the Buenavista Contract

Dear Mr. DeFrancesco,

I, __________, acting in my capacity as Legal Representative of Tecnicontrol S.A., a company organized and existing under the laws of the Republic of Colombia, as evidenced in the legal existence and representation certificate issued by the Chamber of Commerce of Bogotá and attached hereto (“Tecnicontrol”) do hereby

DECLARE

1. That Tecnicontrol is a member of UTOE, and the authorized operator of the Buenavista Contract and is in good standing before the ANH.

2. That Tecnicontrol acknowledges that DELAVACO ENERGY COLOMBIA INC. SUCURSAL COLOMBIA is the legal assignee of sixteen percent (16%) Participating Interest in the Buenavista Contract (“the Assignee”).

3. That Tecnicontrol, acting in its capacity as Operator under the Buenavista Contract undertakes and agrees in an irrevocable manner (i) to execute the Assignment required under Colombian law for Assignee to be approved as such by the ANH; (ii) to make its best efforts to obtain such Approval including but not limited to provide any information or document, to sign and deliver any required document or certificate; and in general, to fully cooperate with the Assignee and the ANH in order to obtain Approval of the Assignee.

Given this [DAY] ([DAY]^th) day of [MONTH] two thousand and eight (2008).

_____________________________________
Tecnicontrol S.A.
Name:
C.C.
Position: Legal Representative

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EXHIBIT F.2
DOCUMENT TO BE ISSUED BY UTOE MEMBER

[INSERT DATE]

MR.
ANDREW DEFRANCESCO
AUTHORIZED OFFICER
DELAVACO ENERGY COLOMBIA INC. SUCURSAL COLOMBIA
BOGOTÁ

Re: Assignment of Participating Interests under the Buenavista Contract

Dear Mr. DeFrancesco,

I, Omar Leal Quiroz, acting in my capacity as Legal Representative of PETROLEUM EQUIPMENT INTERNATIONAL LTDA., a company organized and existing under the laws of the Republic of Colombia, as evidenced in the legal existence and representation certificate issued by the Chamber of Commerce of Bogotá and attached hereto (“PEI”) do hereby

DECLARE

1. That PEI is a member of UTOE, and is in good standing before the ANH.

2. That PETROLEUM EQUIPMENT INTERNATIONAL LTDA. acknowledges that DELAVACO ENERGY COLOMBIA INC. SUCURSAL COLOMBIA is the legal assignee of sixteen percent (16%) Participating Interest in the Buenavista Contract (“the Assignee”).

3. That PEI, acting in its capacity as UTOE Member under the Buenavista Contract undertakes and agrees in an irrevocable manner (i) to execute the Assignment required under Colombian law for Assignee to be approved as such by the ANH; (ii) to make its best efforts to obtain such Approval including but not limited to provide any information or document, to sign and deliver any required document or certificate; and in general, to fully cooperate with the Assignee and the ANH in order to obtain Approval of the Assignee.

Given this [DAY] ([DAY]^th) day of [MONTH] two thousand and eight (2008).

_____________________________________
PETROLEUM EQUIPMENT INTERNATIONAL LTDA.
Name: Omar Leal Quiroz
C.C. 91.241.011
Position: Legal Representative

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EXHIBIT F.3
DOCUMENT TO BE ISSUED BY UTOE MEMBER

[INSERT DATE]

MR.
ANDREW DEFRANCESCO
AUTHORIZED OFFICER
DELAVACO ENERGY COLOMBIA INC. SUCURSAL COLOMBIA
BOGOTÁ

Re: Assignment of Participating Interests under the Buenavista Contract

Dear Mr. DeFrancesco,

I, __________________________________________, acting in my capacity as authorized officer of Bohemia Investment S.A. Sucursal Colombia, an establishment organized and existing under the laws of the Republic of Colombia, as evidenced in the legal existence and representation certificate issued by the Chamber of Commerce of Bogotá and attached hereto (“Bohemia”) do hereby

DECLARE

1. That Bohemia is a Member of UTOE, and is in good standing before the ANH.

2. That Bohemia acknowledges that DELAVACO ENERGY COLOMBIA INC. SUCURSAL COLOMBIA is the legal assignee of sixteen percent (16%) Participating Interest in the Buenavista Contract (“the Assignee”).

3. That Bohemia, acting in its capacity as Operator under the Buenavista Contract undertakes and agrees in an irrevocable manner (i) to execute the Assignment required under Colombian law for Assignee to be approved as such by the ANH; (ii) to make its best efforts to obtain such Approval including but not limited to provide any information or document, to sign and deliver any required document or certificate; and in general, to fully cooperate with the Assignee and the ANH in order to obtain Approval of the Assignee.

Given this [DAY] ([DAY]^th) day of [MONTH] two thousand and eight (2008).

_____________________________________
Bohemia Investment S.A. Sucursal Colombia
Name:
C.C.
Position: Authorized Oficer

OVR/OVR/ID-130565WPC16423

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EXHIBIT G
OUTSTANDING DUE DILIGENCE DOCUMENTS

The following documents are necessary to complete Farmee’s remaining due diligence in respect of the transactions and matters contemplated hereunder (the “Outstanding Due Diligence Documents”):

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Farmee’s Colombian counsel, on behalf of Farmee, hereby confirms to Farmor that it has received the Outstanding Due Diligence Documents this _____day of _________________, 2008.

CAVELIER ABOGADOS

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EXHIBIT I
STATEMENT BY NON-APPROVED MEMBERS OF THE UTOE

[INSERT DATE]

MR.
ANDREW DEFRANCESCO
AUTHORIZED OFFICER
DELAVACO ENERGY COLOMBIA INC. SUCURSAL COLOMBIA
BOGOTÁ

Re: Assignment of Participating Interests under the J-V Agreement

Dear Mr. DeFrancesco,

We, the undersigned authorized officers of the entities that are current members of the Uni? Temporal Omega Energy (UTOE), do hereby

DECLARE

Given this [DAY] ([DAY]^th) day of [MONTH] two thousand and eight (2008).

_____________________________________
INFINITY OIL LIMITED
Name:
C.C.

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Position: Authorized Oficer

_____________________________________
TC OIL & SERVICES S.A.
Name:
C.C.
Position: Authorized Oficer

_____________________________________
QUALITY SERVICES AND INVESTORS, S.A.
Name:
C.C.
Position: Authorized Oficer

_____________________________________
XANDORO LIMITED
Name:
C.C.
Position: Authorized Oficer

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