Language Enterprises Corp 111 N. Sepulveda Blvd Suite 250 Manhattan Beach, CA 90266

Language Enterprises Corp
000 X. Xxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxx Xxxxx, XX 00000

April 10, 2008

G2 Petroleum, LLC
Attn: Xxxxxxx Xxxxxxx Xxxx XX, Managing Director
0000 X. Xxxxxxxx
Xxxxx 000
Xxxxxxx, XX 00000

Dear Xx. Xxxx:

Language Enterprises Corp (“Language”) wishes to purchase an interest in G2 Petroleum, LLC’s (“G2”) Diamond Springs prospect (the “Diamond Springs Prospect”), located in Freemont County, Wyoming, and more particularly described in the oil and gas lease attached as Schedule A to this letter agreement (the “Letter Agreement”). This Letter Agreement sets out the basic terms and conditions upon which:

	(a)	G2 will sell to Language a 5% working interest, being a 3.75% net revenue interest, in the Diamond Springs Prospect;
	(b)	Language will earn a 100% working interest, being a 75% net revenue interest, in an exploratory well to be drilled on the Diamond Springs Prospect; and
	(c)	Language will earn a right to increase its interest in the entire Diamond Springs Prospect to a 50% working interest, being a 37.5% net revenue interest.

Language and G2 acknowledge and agree that this Letter Agreement may be replaced and superceded by a formal agreement between Language and G2 containing the normal and customary terms, conditions, representations and warranties for a transaction of this nature.

1.	Ownership of the Diamond Springs Prospect: G2 represents and warrants to Language that it is the sole legal and beneficial owner of a 100% working interest, being a 75% net revenue interest, in and to the Diamond Springs Prospect, and that all such actions as are necessary to perfect G2’s interests and rights to the Diamond Springs Prospect have been taken.
2.	Purchase Price: G2 agrees to sell to Language a 5% working interest, being a 3.75% net revenue interest, in the Diamond Springs Prospect in consideration for the issuance by Language to G2 of 250,000 shares of Language’s common stock (the “Language Shares”) at a deemed price of $1.00 per share. Language shall issue the Language Shares to G2 within three (3) business days of the spud date of the Prospect Well referred to in paragraph 3 of this Letter Agreement.
3.	Participation Interest in Well: In addition to the interests described in paragraph 1 of this Letter Agreement, Language shall earn a 100% working interest, being a 75% net revenue interest, in an exploratory well and the surrounding spacing unit (the “Prospect

	Well”) on the Diamond Springs Prospect, at a location to be mutually agreed upon in writing by G2 and Language, by paying for 100% of the costs of drilling and completing the Prospect Well (the “Prospect Well Costs”). G2 shall be responsible for drilling, completing, operating and, if the Prospect Well is abandoned, plugging and cementing the Prospect Well, provided that G2 may retain such contractors or subcontractors as it deems necessary to perform its responsibilities in relation thereto. G2 shall, at all times and at the request of Language, provide to Language copies of any and all information relating to the Prospect Well, including, without limitation, any and all geological studies or reports, seismic studies or reports, and well logs.
4.	Payment of Prospect Well Costs: Language shall pay for the Prospect Well Costs by delivering to G2 $350,000 as follows:
	(a)	$50,000 upon closing; and
	(b)	$300,000 within 45 days after closing.
	In the event that the cost of drilling and completing the Prospect Well exceeds $350,000, Language shall have the right, at its sole discretion, to determine whether or not to continue efforts to drill and complete the Prospect Well. If Language determines that efforts to drill and complete the Prospect Well should continue, Language shall be solely responsible for the additional costs of drilling and completing the Prospect Well. If Language determines that efforts to drill and complete the Prospect Well should not continue, Language shall be solely responsible for the costs of plugging and cementing the Prospect Well, after which all of Language’s responsibilities with respect to the Prospect Well shall cease.
5.	Option for Additional Working Interest on Diamond Springs Prospect: In the event that the Prospect Well is completed and becomes a productive well, G2 shall grant to Language the right (the “Option Right”) to purchase an additional 45% working interest, being an additional 33.75% net revenue interest, in the Diamond Springs Prospect, such that, if Language fully exercises the Option Right, Language shall own a 50% working interest in the Diamond Springs Prospect, being a 37.5% net revenue interest. The exercise price for the Option Right shall be $100,000 for each additional 1% working interest, being an additional 0.75% net revenue interest. Language may, at its sole discretion, elect to pay the option price in shares of its common stock at a conversion price per share equal to:
	(a)	the average of the closing bid and ask price for Language’s common stock as quoted by the OTC Bulletin Board during the 10 trading days prior to the date the Option Right is exercised; or
	(b)	such other price as may be mutually agreed upon in writing by Language and G2.
	The Option Right shall expire on June 30, 2009.
6.	Due Diligence, Co-operation and Confidentiality of Information: Prior to closing, each of Language and G2 agree to make available to the other, and their respective representatives, all material information with respect to themselves and, in the case of G2, the Diamond Springs Prospect, including, but not limited to, all financial records, tax returns, material contracts, regulatory filings, geological studies or reports, seismic studies or reports and well logs, and to fully co-operate with the due diligence

	investigations of the other party. Each of Language and G2 agree that any and all non- public information received by each from the other party, or the other party’s representatives, for purposes of the transactions described in this Letter Agreement (“Confidential Information”) shall remain the property of the other party and shall not be used by the receiving party for any purpose other than a purpose related to the subject matter of this Letter Agreement. In the event that the transactions described in this Letter Agreement are not completed for any reason whatsoever, each of Language and G2 agrees to return all Confidential Information received by them from the other party to such other party. Language and G2 agree to keep any and all Confidential Information in the strictest confidence and not to disclose any such Confidential Information to any other person or party (other than their respective representatives) unless such disclosure is required under any laws or regulations applicable to the parties.
7.	Applicable Exemptions from Securities Laws: Language and G2 acknowledge and agree that Language’s obligation to issue the Language Shares to G2 is conditional upon there being an available exemption from the registration requirements of the United States Securities Act of 1933 (the “Securities Act”) and the rules and regulations promulgated thereunder (collectively, the “Federal Securities Laws”). In connection therewith, G2 acknowledges, agrees, represents and warrants to Language as follows:
	(a)	G2 is an “accredited investor” as that term is defined in Regulation D promulgated under the Securities Act in that G2 is either:
		(i)	a corporation that was not formed for the purpose of acquiring Language’s securities and that has total assets in excess of $5,000,000, or
		(ii)	a corporation of which all of its shareholders qualify as “accredited investors”as defined in Regulation D;
	(b)	The Language Shares will be “restricted shares”as contemplated under the Federal Securities Laws and that:
		(i)	all certificates representing the Language Shares will be endorsed with such restrictive legends as may be required by the Federal Securities Laws, and
		(ii)	the Language Shares may not be resold by G2 unless such resale is made in accordance pursuant to an effective registration under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act;
	(c)	G2 is acquiring the Language Shares solely for investment purposes, and for G2’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, G2 has no present intention of selling, granting any participation in, or otherwise distributing the same, and G2 does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third party with respect to any of the Language Shares;

	(d)	G2 is not aware of any general solicitation or advertisement regarding the offer or sale of the Language Shares; and
	(e)	An investment in the securities of Language is highly speculative, and G2 is an experienced investor in securities of companies in the development stage and acknowledges that it is able to fend for itself, can bear the economic risk of his investment, has such knowledge and experience in financial or business matters such that he is capable of evaluating the merits and risks of the investment in the securities of Language.
8.	Closing: Closing of the transactions contemplated in this Letter Agreement shall be scheduled to take place 60 days after the date of this Letter Agreement at the offices of Language, unless otherwise agreed to by the parties. Closing of the transactions contemplated in this Letter Agreement is expressly conditional upon each of Language and G2 completing their respective due diligence investigations to their reasonable satisfaction.

If you are in agreement that this Letter Agreement accurately sets forth the basic terms and conditions of our agreement with respect to the Diamond Springs Prospect, please sign this Letter Agreement in the designated area below.

Very truly yours,
Language Enterprises Corp.
(Acquiring Company)

By:  /s/ Xxxx Xxxxxxxxxx
               Xxxx Xxxxxxxxxx
               Chief Executive Officer

Accepted and Agreed:

G2 Petroleum, LLC

By: /s/ Xxxxxxx Xxxxxxx Xxxx XX	Date: April 10, 2008
Xxxxxxx Xxxxxxx Xxxx XX
Title: Managing Director

SCHEDULE A

TO LETTER AGREEMENT DATED APRIL 10, 2008 BETWEEN
LANGUAGE ENTERPRISES CORP. AND G2 PETROLEUM, LLC

LEASE AGREEMENT TO DIAMOND SPRINGS PROSPECT
AND RELATED LEASE ASSIGNMENTS