RESTRUCTURING AGREEMENT

RESTRUCTURING AGREEMENT

THIS AGREEMENT is made as of the 6th day of November, 2006

AMONG:

SURGE ENTERPRISES, INC., a Nevada corporation with an office located at 000-0000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0

(“Surge”)

AND:

SOUTHERN STAR OPERATING, INC., a Louisiana corporation with an office located at 000-0000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0

(“Subco”)

AND:

BIG SKY MANAGEMENT, LTD., a British Columbia corporation with an office located at 000-0000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0

(“Big Sky”)

AND:

XXXX XXXXXXX, a business person with a business address located at 000-0000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0

(“Xxxxxxx”)

AND:

XXXX XXXXXX, a business person with a business address located at 000-000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0

(“Mutter”)

AND:

XXXXX XXXXXXXX, a business person with a business address located at 000-000 Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0

(“Xxxxxxxx”)

WHEREAS:

A. Subco is a wholly-owned subsidiary of Surge;

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X. Xxxxxxx is the beneficial holder of all of the issued and outstanding shares of common stock in the capital of Big Sky;

C. Surge wishes to restructure its business to focus on the exploration and development of oil and gas properties and to cease its current software sales and website development business as operated through Surge Marketing Corp. (“Surge BC”), a British Columbia company and wholly-owned subsidiary of Surge;

D. Big Sky wishes to assign all right, title and interest to Subco of a 40% working interest to certain oil and gas leases covering minerals underlying lands in Bossier Parish and Caddo Parish, Louisiana, commonly known as the D Duck Prospect (the “Prospect”) as is more explicitly set out in a Prospect Acquisition Agreement dated October 10, 2006, between Dynamic Resources Corporation and Big Sky, a copy of which is set out in Schedule A (the “Prospect Agreement”);

X. Xxxxxx and Xxxxxxxx, who are currently directors of Surge (collectively, the “Purchasers”), wish to purchase from Surge, the number of shares of common stock in the capital of Surge BC set opposite their respective names in Schedule B (the “Surge BC Shares”) in consideration for:

(i) the transfer to Xxxxxxx of the number of shares of common stock in the capital of Surge (the “Surge Transferred Shares”) set opposite their respective names set out in Table I of Schedule C, and

(ii) the cancellation of the number of shares of common stock in the capital of Surge (the “Surge Cancelled Shares”) set opposite their respective names set out in Table II of Schedule C;

X. Xxxxxxx wishes to acquire the Surge Transferred Shares from the Purchasers in consideration for the Assignment of the Prospect from Big Sky to Subco;

G. Surge wishes to sell, assign and transfer the Surge BC Shares to the Purchasers in consideration for the Assignment of the Prospect from Big Sky to Subco; and

H. The parties hereto have agreed to enter into this Agreement setting out the terms and conditions on which the Assignment of the Prospect, the transfer of the Surge BC Shares, the transfer of the Surge Transferred Shares and the cancellation of the Surge Cancelled Shares (collectively, the “Restructuring”) will be carried out.

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the premises and the respective covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE 1

INTERPRETATION

1.1 Definitions

In this Agreement, unless the subject matter or context is inconsistent therewith:

(a) “Agreement”, “hereof”, “herein”, “hereunder” and similar expressions means this Agreement, including Schedules A, B and C, and not any particular article, section or other portion hereof and includes any agreement or instrument supplementary or ancillary hereto;

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(b) “Business Day” means a day other than a Saturday, Sunday or a civic or statutory holiday in Vancouver, British Columbia;

(c) “Closing” means the completion of the Restructuring;

(d) “Closing Date” means a date mutually agreed upon by the parties hereto following satisfaction or waiver of the conditions precedent set out in section 6.1;

(e) “Confidential Information” has the meaning ascribed thereto in Section 5.6 of this Agreement;

(f) “Disclosing Party” has the meaning ascribed thereto in Section 5.6 of this Agreement;

(g) “Exchange Act” means United States Securities Exchange Act of 1934, as amended;

(h) “Information Statement” means the information statement that will disclose the shareholder approval of the transfer of the Surge BC Shares by Surge to the Purchasers in accordance with Rule 14c-2 of the Exchange Act;

(i) “Intended Purposes” has the meaning ascribed thereto in Section 5.6 of this Agreement;

(j) “Liability or Liabilities” includes all debts, liabilities and obligations whether absolute or contingent, matured or unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown, whenever arising, and whether or not the same would properly be reflected on a balance sheet;

(k) “Regulation S” means Regulation S of the Securities Act;

(l) “SEC” means the United States Securities and Exchange Commission;

(m) “Securities Act” means the United States Securities Act of 1933, as amended;

(n) “Securities Legislation” means the Securities Act, the Exchange Act, and such other provincial, state or territorial securities legislation as may be applicable, as now enacted or as the same may be amended and the applicable rules, regulations, rulings, orders and forms made or promulgated under such statutes and the published policies of the regulatory authorities administering such statutes;

(o) “Surge BC Transfer” means the transfer of the Surge BC Shares to the Purchasers by Surge;

(p) “Surge Transfer” means the transfer of the Surge Transferred Shares to Xxxxxxx by the Purchasers; and

(q) “U.S. Person” has the meaning ascribed thereto in Regulation S of the Securities Act.

1.2 Interpretation Not Affected by Headings, etc.

The division of this Agreement into articles, sections and other portions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

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1.3 Number, etc.

Unless the subject matter or context requires the contrary, words importing the singular number only shall include the plural and vice versa; words importing the use of any gender shall include all genders; and words importing persons shall include natural persons, firms, trusts, partnerships and corporations.

1.4 Date for Any Action

In the event that any date on which any action is required to be taken hereunder by any of the parties hereto is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

1.5 Entire Agreement

This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject mater hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the parties hereto with respect to the subject matter hereof. There are no representations, warranties, covenants or conditions with respect to the subject matter hereof except as contained herein.

ARTICLE 2

THE RESTRUCTURING

2.1 The Restructuring

Subject to the satisfaction or waiver of the conditions precedent contained in Section 6.1 of this Agreement:

(a) Big Sky will assign all right, title and interest of the Prospect to Subco;

(b) Surge will prepare and file the Information Statement with the SEC and deliver the Information Statement to the shareholders of Surge in accordance with Rule 14c-2 of the Exchange Act;

(c) upon the 20th Business Day following the delivery of the Information Statement to the shareholders of Surge, Surge will sell, assign and transfer the Surge BC Shares to the Purchasers; and

(d) the Purchasers will sell, assign and transfer the Surge Transferred Shares to Xxxxxxx as set out in Table I of Schedule C and cancel the Surge Cancelled Shares as set out in Table II of Schedule C.

2.2 Share Transfers

(a) In connection with the Surge BC Transfer and the Surge Transfer, each of Surge and the Purchasers will transfer, sell and assign the shares as set out in and required by this Agreement. All share certificates required to be transferred pursuant to this Agreement will be delivered and duly executed and endorsed in blank and if necessary medallion guaranteed (or accompanied by duly executed stock powers duly endorsed in blank and if necessary medallion guaranteed), in each case in proper form of transfer, and with all stock transfer and any required documentary stamps affixed thereto and with appropriate

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instructions to allow the transfer agent to prepare share certificates to evidence the Surge BC Transfer and the Surge Transfer.

(b) In connection with the Surge BC Transfer and the Surge Transfer, Surge, the Purchasers and Xxxxxxx shall execute such transfer and conveyancing instruments, notarized deeds and other documents, in such forms as shall be reasonably acceptable to the respective parties to effect the Surge BC Transfer and the Surge Transfer.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of Surge, Subco and Big Sky

Each of Surge, Subco and Big Sky represents and warrants to the other parties as follows and acknowledges that the other parties are relying upon such representations and warranties in connection with the matters contemplated by this Agreement:

(a) it is duly incorporated and validly existing under the laws of its jurisdiction of incorporation;

(b) the execution and delivery of this Agreement by it, including all matters contemplated hereby, have been authorized by all necessary corporate action and it has the corporate power and authority to enter into and perform its obligations under this Agreement;

(c) it has duly executed and delivered this Agreement, and this Agreement is a valid and binding agreement enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights generally and to general principles of equity; and

(d) the execution and delivery of this Agreement and the completion of the transactions contemplated hereby do not now and will not:

(i) conflict with, or result in a breach of, or create a state of facts which after notice or lapse of time or both results or may result in a breach of, any of the terms, conditions or provisions of its constating documents or the constating documents of any of its subsidiaries or any material agreement, instrument, licence, permit, undertaking, commitment or understanding to which it or any of its subsidiaries is a party or by which it is bound, or

(ii) violate any provision of law or administrative regulation or any judicial or administrative award, judgment or decree applicable and known to it (after due inquiry), the breach of which would have a material adverse effect on it.

3.2 Representations and Warranties of Xxxxxxx and the Purchasers

Each of Xxxxxxx and each of the Purchasers represents and warrants to the other parties and acknowledges that the other parties are relying upon such representations and warranties in connection with the matters contemplated by this Agreement that each party has the power and capacity and good and sufficient right and authority to enter into this Agreement and to perform their respective obligations on the terms and conditions herein set forth.

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3.3 Additional Representations of Big Sky

In addition to the represents and warrants set out in Section 3.1, Big Sky represents and warrants to the other parties as follows and acknowledges that the other parties are relying upon such representations and warranties in connection with the matters contemplated by this Agreement:

(a) Big Sky is the legal and equitable owner of a 40% working interest in the Prospect and, except as disclosed in the Prospect Agreement, the Prospect is free and clear of, and from, all liens, security interests, charges and encumbrances (each, an “Encumbrance”) and is not subject to any judgment, order or decree entered in any lawsuit or proceeding;

(b) neither the execution, delivery and performance of this Agreement, nor the consummation of the Assignment, will conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any Encumbrance upon the Prospect or other instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Prospect;

(c) to the knowledge of Big Sky, there is no basis for and there is no action, suit, judgment, claim, demand or proceeding outstanding or pending, or threatened against or affecting the Prospect that, if adversely resolved or determined, would have a material adverse effect on the Prospect (a “Material Adverse Effect”) and 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 Material Adverse Effect;

(d) to the knowledge of Big Sky, the legal and equitable holders of the interests in the Prospect as set out in the Prospect Agreement hold all permits, licences, consents and authorities issued by any government or governmental authority which are necessary in connection with the holding of the interests in the Prospect as set out in the Prospect Agreement;

(e) there are no outstanding orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect to the Prospect and the conduct of the operations related thereto, and Big Sky has not received any notice of same and is not aware of any basis on which any such orders or direction could be made;

(f) Big Sky’s interest in the Prospect is in compliance with, is not in default or violation in any material respect under, and Big Sky has not been charged with or received any notice at any time of any material violation of any statute, law, ordinance, regulation, rule, decree or other applicable regulation in connection with Big Sky’s interest in the Prospect;

(g) to the knowledge of Big Sky, the legal and equitable holders of the interests in the Prospect as set out in the Prospect Agreement have duly filed all reports and returns required to be filed with governmental authorities and have obtained all governmental permits and other governmental consents, except as may be required after the execution of this Agreement and all of such permits and consents are in full force and effect, and no proceedings for the suspension or cancellation of any of them, and no investigation relating to any of them, is pending or to the knowledge of Big Sky, threatened, and none of them will be adversely affected by the entry into this Agreement or the consummation of the Assignment;

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(h) to the knowledge of Big Sky, the legal and equitable holders of the interests in the Prospect as set out in the Prospect Agreement have held the Prospect in material compliance with all laws, rules, statutes, ordinances, orders and regulations and Big Sky has not received any notice of any violation thereof, nor is Big Sky aware of any valid basis therefore;

(i) there is no adverse claim or challenge against or to the interests of or title to any part of the Prospect and, to the knowledge of Big Sky, there is no basis for such adverse claim or challenge which may affect the Prospect;

(j) there are no actual or pending proceedings for, and Big Sky is unaware of any basis for, the institution of any proceedings leading to the placing of Big Sky in bankruptcy or subject to any other laws governing the affairs of insolvent parties; and

(k) 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 of the Assignment contemplated by this Agreement or to enable Subco to acquire the Assignment of the Prospect in accordance with the terms of this Agreement.

3.4 Additional Representations of the Purchasers

In addition to the represents and warrants set out in Section 3.1, each of the Purchasers represents and warrants to the other parties as follows and acknowledges that the other parties are relying upon such representations and warranties in connection with the matters contemplated by this Agreement:

(a) the Purchasers are the registered and beneficial owner of the Surge Transferred Shares and the Surge Cancelled Shares (collectively, the “Surge Shares”);

(b) the Surge Shares are validly issued and outstanding as fully paid and non-assessable in the capital of Surge and are free and clear of all liens, charges and encumbrances;

(c) no person, firm, corporation or entity of any kind has or will have any agreement or option or any right capable at any time of becoming an agreement to:

(i) purchase or otherwise acquire the Surge Shares,

(ii) require the Purchasers to sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber any of the Surge Shares other than under this Agreement, and

(iii) neither the making of this Agreement, the completion of the transactions contemplated by it, nor the performance of or compliance with its terms will result in the creation or imposition of any lien, claim, charge, encumbrance or restriction of any nature in favour of a third party upon or against the Surge Shares or the violation of any law or regulation, any municipal bylaw or ordinance or any order or decree of any court or tribunal to which Surge is subject which could prevent the due and valid transfer of the Surge Shares as provided in this Agreement.

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3.5 Additional Representations and Warranties of Xxxxxxx

In addition to the represents and warrants set out in Section 3.1, Xxxxxxx represents and warrants to the other parties as follows and acknowledges that the other parties are relying upon such representations and warranties in connection with the matters contemplated by this Agreement that Xxxxxxx:

(a) is not a U.S. Person and is not acquiring the Surge Transferred Shares for the account or benefit of, directly or indirectly, any U.S. Person;

(b) is outside the United States when receiving and executing this Agreement;

(c) understands that the Surge Transferred Shares have not been registered under the Securities Act, or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in each case only in accordance with any applicable securities laws;

(d) understands and agrees that offers and sales of any of the Surge Transferred Shares prior to the expiration of a period of one year after the date of transfer of the Surge Transferred Shares (the “Distribution Compliance Period”) shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the Securities Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the Securities Act or an exemption therefrom and in each case only in accordance with all applicable securities laws;

(e) understands and agrees that the Surge Transferred Shares may not be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the Distribution Compliance Period;

(f) understands and agrees not to engage in any hedging transactions involving the Surge Transferred Shares prior to the end of the Distribution Compliance Period unless such transactions are in compliance with the provisions of the Securities Act;

(g) is acquiring the Surge Transferred Shares as principal for investment only and not with a view to resale or distribution and, in particular, Xxxxxxx has no intention to distribute either directly or indirectly any of the Surge Transferred Shares in the United States or to U.S. Persons;

(h) understands and agrees that Surge will refuse to register any transfer of the Surge Transferred Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act; and

(i) acknowledges that Xxxxxxx has not acquired the Surge Transferred Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S) in the United States in respect of any of the Surge Transferred Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the

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Surge Transferred Shares; provided, however, that Xxxxxxx may sell or otherwise dispose of any of the Surge Transferred Shares pursuant to registration of any of the Surge Transferred Shares pursuant to the Securities Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein.

3.6 Additional Representations and Warranties of Surge

In addition to the represents and warrants set out in Section 3.1, Surge represents and warrants to the other parties as follows and acknowledges that the other parties are relying upon such representations and warranties in connection with the matters contemplated by this Agreement:

(a) Surge is the registered and beneficial owner of the Surge BC Shares;

(b) the Surge BC Shares are validly issued and outstanding as fully paid and non-assessable in the capital of Surge BC and are free and clear of all liens, charges and encumbrances;

(c) no person, firm, corporation or entity of any kind has or will have any agreement or option or any right capable at any time of becoming an agreement to:

(i) purchase or otherwise acquire the Surge BC Shares,

(ii) require Surge to sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber any of the Surge BC Shares other than under this Agreement, and

(iii) neither the making of this Agreement, the completion of the transactions contemplated by it, nor the performance of or compliance with its terms will result in the creation or imposition of any lien, claim, charge, encumbrance or restriction of any nature in favour of a third party upon or against the Surge BC Shares or the violation of any law or regulation, any municipal bylaw or ordinance or any order or decree of any court or tribunal to which Surge is subject which could prevent the due and valid transfer of the Surge BC Shares as provided in this Agreement.

ARTICLE 4

LEGENDING AND REGISTRATION

4.1 Legending and Registration of Surge Transferred Shares

(a) Xxxxxxx hereby acknowledges that a legend may be placed on the certificates representing the Surge Transferred Shares to the effect that the Surge Transferred Shares represented by such certificate are subject to a hold period and may not be traded until the expiry of such hold period except as permitted by the Securities Legislation.

(b) Xxxxxxx hereby acknowledges and agrees to Surge making a notation on its records or giving instructions to the registrar and transfer agent of Surge in order to implement the restrictions on transfer set forth and described in this Agreement.

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ARTICLE 5

COVENANTS

5.1 Mutual Covenants

Except as contemplated in this Agreement, each of the parties hereto agrees, except with the prior written agreement of the other parties, that:

(a) on the Closing Date, it will execute and deliver all documents necessary to complete the Restructuring as set out in Section 2.1 of this Agreement, subject to the satisfaction or waiver of the conditions in Section 6.1 of this Agreement;

(b) it will use all reasonable commercial efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under applicable laws and regulations to complete the Restructuring;

(c) upon the execution of this Agreement, it will co-operate with the other parties in good faith in order to ensure the timely completion of the Restructuring;

(d) it will use all reasonable commercial efforts to co-operate with each other in connection with the performance by the other parties of their obligations under this Agreement;

(e) prior to the Closing Date, it will not enter into any transaction or perform any act which might interfere with or be inconsistent with the successful completion of the Restructuring or which would render inaccurate any of its representations and warranties set forth herein if such representations and warranties were made at a date subsequent to such transaction or act and all references to the date hereof were references to such later date; and

(f) it will not take or fail to take any action within its control which would result in a condition precedent to the Restructuring not being satisfied.

5.2 Co-operation, Consents and Approvals

Each party will co-operate and use their respective reasonable commercial efforts to obtain all authorizations, waivers, exemptions, consents, orders and other approvals from applicable courts, governmental or regulatory agencies, boards, commissions or other authorities, shareholders and third parties as are necessary for the consummation of the transactions contemplated by the Restructuring.

5.3 Public Announcements

No news release or other public announcement concerning the proposed transactions contemplated by this Agreement will be made by any party hereto without the prior consent of the other parties, such consent not to be unreasonably withheld; provided, however, that any party may without such consent make such disclosure as may be required by any stock exchange on which its securities are listed or by any Securities Legislation or any regulatory authority having jurisdiction over such party and, if such disclosure is required, the party making the disclosure will use reasonable efforts to give prior oral or written notice to the other party and an opportunity to allow the other party to comment on the disclosure.

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5.4 Material Changes

Each party will advise the other party orally and in writing of any material change with respect to it promptly after it has occurred and will promptly send to the other a copy of any press release or material change report filed by it with securities regulatory authorities.

5.5 Notification

Each party will promptly notify the other if any of the representations and warranties made by it in this Agreement ceases to be true, accurate and complete in any material respect and of any failure to comply in any material respect with any of its obligations hereunder.

5.6 Confidential Information

Each of the parties confirms and acknowledges that it has been provided, in connection with the review of the proposed transactions among them and the preparation of materials required to implement those transactions which have culminated in the parties entering into this Agreement (the “Intended Purposes”), certain confidential information concerning the affairs of the disclosing party (the “Disclosing Party”) in written, electronic, spoken or other form in presentations, discussions, tours or other means including direct disclosure and disclosure by way of authorized agents, representatives and consultants (which disclosed information together with all third party reports to any party based in whole or in part on such disclosed information is herein referred to as the “Confidential Information”). Each party acknowledges that the Confidential Information is the property of the Disclosing Party, is confidential and material to the interests, business and affairs of the Disclosing Party and includes information that has not been generally disclosed to the public and that disclosure thereof, other than as contemplated herein, would cause irreparable harm to the Disclosing Party and its shareholders. Accordingly, each party will maintain the confidentiality of the Confidential Information and will not disclose the Confidential Information to any person except as part of the Intended Purposes or except as required by applicable law or legal process, in which latter case such party shall provide the Disclosing Party with prompt notice of such requirement to allow the Disclosing Party to seek an appropriate protective order or other remedy. Each of the parties acknowledges and agrees that any Disclosing Party and its shareholders would be irreparably damaged and that compensation by damages alone would be insufficient if any provision of this Section 5.6 is not performed by any of the other parties in accordance with its terms. Accordingly, the Disclosing Party will be entitled to an injunction or injunctions to prevent breaches of the provisions of this Section 5.6 and may specifically enforce such provisions by an action instituted in a court having jurisdiction and the party in breach of such provisions will be deemed to have waived defences to such an action. These specific remedies are in addition to any other remedy to which a Disclosing Party may be entitled at law or in equity.

ARTICLE 6

CONDITIONS

6.1 Mutual Conditions Precedent

The obligations of each of the parties to this Agreement to complete the Restructuring are subject to the fulfilment or mutual waiver by each of the parties hereto of the following conditions:

(a) the Restructuring and this Agreement shall have been approved by the board of directors of Surge, Subco and Big Sky;

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(b) the sale of the Surge BC Shares from Surge to the Purchasers shall have been approved by the shareholders of Surge in accordance with the laws of the State of Nevada and the rules and regulations of the SEC;

(c) each party shall have performed each covenant or obligation to be performed by it hereunder in favour of the other parties, except that the parties hereto acknowledge that the covenant to prepare, file and deliver the Information Statement in accordance with Section 2.1(b) and (c) and the corresponding transfer of the Surge BC Shares shall not be considered a condition precedent to Closing and will be effected by Surge after the Closing Date in accordance with Rule 14c-2 of the Exchange Act;

(d) the representations and warranties of each party set out in this Agreement shall be true and correct on and as of the date of this Agreement;

(e) no order or decree of any domestic or foreign court, tribunal, governmental agency or other regulatory authority or administrative agency, board or commission, and no law, regulation, policy, directive or order shall have been enacted, promulgated, made, issued or applied to cease trade, enjoin, prohibit or impose material limitations on, the Restructuring or the transactions contemplated thereby;

(f) there shall not exist any prohibition at law against the completion of the Restructuring; and

(g) this Agreement shall not have been terminated pursuant to the provisions hereof.

6.2 Satisfaction of Conditions

The conditions set out in Sections 6.1 hereof shall be conclusively deemed to have been satisfied, waived or released when the Restructuring is complete.

ARTICLE 7

CLOSING

7.1 Closing

The Closing shall take place on the Closing Date at the offices of the lawyers for Surge 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, provided such undertakings are satisfactory to each party’s respective legal counsel.

ARTICLE 8

TERMINATION AND AMENDMENT

8.1 Termination

This Agreement may be terminated at any time prior to the Closing Date by the mutual written agreement of the parties hereto.

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8.2 Amendment

Subject as hereinafter provided, this Agreement may, at any time and from time to time, be amended by written agreement by all of the parties hereto (or, in the case of a waiver, by written instrument of the party giving the waiver). Without limiting the generality of the foregoing, any such amendment may:

(a) change the time for performance of any of the obligations or acts of the parties hereto;

(b) waive any inaccuracies or modify any representation or warranty contained herein or in any document to be delivered pursuant hereto; or

(c) waive compliance with or modify any of the covenants herein contained or waive or modify performance of any of the obligations of the parties hereto.

Notwithstanding the foregoing, the terms of this Agreement shall not be amended in a manner prejudicial to any of the parties hereto without the approval of all of the parties.

ARTICLE 9

GENERAL PROVISIONS

9.1 Notices

All notices and other communications hereunder shall be in writing and shall be delivered by hand to the parties at the following addresses or sent by telecopy at the following telecopier numbers or at such other addresses or telecopier numbers as shall be specified by the parties by like notice:

(a) if to Surge, Subco, Big Sky or Xxxxxxx:

000-0000 Xxxxxxxx Xxxxxx

Xxxxxxxxx, Xxxxxxx Xxxxxxxx

Xxxxxx X0X 0X0

Attention: Xxxx Xxxxxxx

Fax: 000-000-0000

(b) if to the Purchasers:

000-000 Xxxxxx Xxxxxx

Xxxxxxxx, Xxxxxxx Xxxxxxxx

Xxxxxx X0X 0X0

Attention: Xxxx Xxxxxx

Fax:                                 

The date of receipt of any such notice shall be deemed to be the date of delivery thereof or, in the case of notice sent by telecopy, the date of successful transmission thereof (unless transmission is received after normal business hours, in which case the date of receipt shall be deemed to be the next Business Day).

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9.2 Survival of Representations and Warranties

The respective representations, warranties and covenants contained herein shall expire with, and be terminated and extinguished upon, completion of the Restructuring except for the provisions of Section 5.6 which shall survive as continuing covenants following the completion of the Restructuring.

9.3 Applicable Law

This Agreement shall be governed by, and construed in accordance with, the laws of the Province of British Columbia and the federal laws of Canada applicable therein and shall be treated in all respects as a British Columbia contract.

9.4 Binding Effect and Assignment

This Agreement and all the provisions hereof shall be binding upon and enure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither this Agreement nor any of the rights hereunder or under the Restructuring shall be assigned by any of the parties hereto without the prior written consent of the other parties hereto.

9.5 Time of Essence

Time shall be of the essence of this Agreement.

9.6 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, and each signed copy sent by electronic facsimile transmission shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

9.7 Further Assurances

Each party shall make, do and execute, or cause to be made, done and executed all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may be reasonably required in order to implement this Agreement.

IN WITNESS WHEREOF each of the parties hereto has executed this Agreement as of the date first written above.

SURGE ENTERPRISES, INC.

Per:	/s/ Xxxx Xxxxxxx
	Authorized Signatory

SOUTHERN STAR OPERATING INC.

Per:	/s/ Xxxx Xxxxxxx
	Authorized Signatory

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BIG SKY MANAGEMENT, LTD.

	Per:		/s/ Xxxx Xxxxxxx
			Authorized Signatory
WITNESSED BY: Name Address Occupation		) ) ) ) ) ) ) ) ) )		/s/ Xxxx Xxxxxxx XXXX XXXXXXX

WITNESSED BY:


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/s/ Xxxx Xxxxxx
XXXX XXXXXX

WITNESSED BY:


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/s/ Xxxxx Xxxxxxxx
XXXXX XXXXXXXX

SCHEDULE A

PROSPECT ACQUISITION AGREEMENT

THIS PROSPECT ACQUISITION AGREEMENT (this “Agreement”) is made and entered into this 10th day of October, 2006, by and between Dynamic Resources Corporation (“Seller”) and Big Sky Management, Ltd. (“Buyer”).

Background

A. Seller hereby represents and warrants that (i) it is the beneficial owner of and has the absolute and unrestricted right to cause record holder to convey as hereinafter set forth forty percent (40%) of the working interest in and under certain oil and gas leases covering the minerals underlying lands in Bossier Parish and Caddo Parish, Louisiana, commonly known as the D Duck Prospect (the “Prospect”) and as further described in that certain letter agreement of February 12, 2006, by and among Sierra Pine Resources International, Seller and Xxxxx Texas Operating Company the “DRC/TTOC Letter” and

B. Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, fifty percent (50%) of Seller’s interest in the Prospect on the terms and conditions set forth in this Agreement.

Terms and Conditions

In consideration of the mutual benefits to be derived from this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1. Purchase and Sale. Seller hereby sells to Buyer, and Buyer hereby purchases from Seller, for the consideration set forth in Section 2 of this Agreement, fifty percent (50%) of all of Seller’s right, title and interests in and to the Prospect, including fifty percent (50%) of Seller’s interest in the oil, gas and mineral leasehold estates described in Annex “A” attached hereto (the “Leasehold Interests”), fifty percent (50%) of all overriding royalty interests and all other interests in the Leasehold Interests, and fifty percent (50%) of all rights and interests of Seller in and to those instruments and agreements under which Seller's interests in the Leasehold Interests arise, prospect agreements and joint operating agreements, and all other agreements and contractual rights, easements, rights-of-way, servitudes, and other estates to the extent relating to the Leasehold Interests (collectively, the “Prospect Interests”). The Prospect Interests were taken in the name of, and are held by, Xxxxxxx Oil and Gas, Inc. (“Xxxxxxx”) for the benefit of Seller.

2. Purchase Consideration. As consideration for the Prospect Interests, Buyer shall (i) pay to Seller upon on or before October 31, 2006, in immediately available funds the sum of Two Hundred Forty-one Thousand Seven Hundred Fifty and 02/100 Dollars (241,750.02), which represents the monies owed by Seller to the generator of the Prospect relating to the acquisition of the Leasehold Interests, less the amount of money received by Seller from Ramshorn Investments, Inc. and/or its affiliates for its shares of the costs relating to the acquisition of the Leasehold Interests (such sum so calculated being hereinafter referred to as the “Lease Acquisition Costs”), (ii) pay upon demand in accordance with customary practice in the oil and gas industry to the designated operator of the Prospect (the “Prospect Operator”) under the Operating Agreement (as such term is defined in Section 5 hereof) or such third parties as the Prospect Operator may direct one hundred percent (100%) of Seller’s share, after the

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assignment of the Prospect Interests as contemplated by this Agreement is effectuated, of the drilling and completion costs (which shall not include the costs referred to in item (iii) of this Section 2)on the initial two (2) xxxxx drilled on the Prospect up to a maximum of $400,000 per well; and (iii) pay upon demand by the Prospect Operator or such third party as the Prospect Operator may direct forty percent (40%) of the costs of runsheets, drill site title opinions and curative work with respect to the initial two xxxxx drilled on the Prospect.

3. Continuing Obligations. Except as provided in Section 2 above, Buyer and Seller shall each be responsible for its proportionate share of all costs and expenses relating to the Prospect and the xxxxx drilled and completed on the Prospect, including, without limitation, all costs and expenses relating to acquisition of additional leasehold interests. In that regard, Buyer acknowledges that it is aware of the penalties set forth in the DRC/TTOC Letter involving payments of invoices and agrees to timely make such payments. In the unlikely event that Seller or Buyer (a “Defaulting Party”) finds itself unable to pay it share of the costs associated with the Prospect, it shall promptly notify the other party hereto (the “Non-Defaulting Party”) of such inability so that the No-Defaulting Party can make the necessary payments to prevent Defaulting from losing its interest under the DRC/TTOC Letter, with the effect that upon making the necessary payments the Non-Defaulting Party shall own the Defaulting Party’s interest in the Prospect and the Defaulting Party shall promptly assign such interest to the Non-Defaulting Party.

4. Transfer of Prospect Interests. Concurrently with the receipt by Seller from Buyer of the payment of the Lease Acquisition Costs, Seller shall cause Xxxxxxx to deliver to Buyer an Assignment of Partial Interest in Oil and Gas Leases in the form and substance to Buyer and its legal counsel conveying to Buyer all of the Prospect Interests. In addition and at the same time, Seller shall assign to Buyer all of its rights to acquire additional acreage in the area of mutual interest relating to the Prospect outside of Sections 7,8,17,18,19,20 and 30, T19N-R13W, Bossier and Caddo Parish Louisiana.

5. Standstill. Seller agrees that it will not convey or encumber any part of the Prospect Interests between the date of execution of this Agreement and payment by Buyer to Seller of the Leasehold Acquisition Costs as provided in Section 2 hereof.

6. Operating Agreement. Buyer agrees to execute and become bound by that certain Operating Agreement on A.A.P.L. Form 610 – 1982 Model Form Operating Agreement dated March 1, 2006 designating Xxxxx Texas Operating Company as the Prospect Operator (the “Operating Agreement”); provided, however, that if in the opinion, reasonably exercised, of Buyer Xxxxx Texas Operating Company is not satisfactorily performing its duties as Prospect Operator, Seller shall join with Buyer in removing the Xxxxx Texas Operating Company and replacing it with a satisfactory Prospect Operator.

7. Representations and Warranties of Seller. As inducement to Buyer to Seller to enter into this Agreement, Seller represents and warrants that the representations in the “Background” provisions of this Agreement are true and accurate as of the date hereof and are a material part of this Agreement; that the only type that it owns in the Prospect is a working interest in the Leasehold Interests; that the Prospect Interests are free and clear of any liens or other encumbrances; that concurrently with the receipt by Seller from Buyer of the payment of the Lease Acquisition Costs, it will convey good and marketable title to the Prospect Interests to Buyer; and that it will warrant such title to Buyer by and through Seller but not otherwise. The representations and warranties of Seller in this Agreement shall survive the execution of this Agreement indefinitely.

8. Further Assurances. The Parties hereto agree to furnish upon request to each other such further information, to execute and deliver to each other such other documents, including the documents attached as annexes to this Agreement; and to do such other acts and things, all as the other party hereto may at any time reasonably request for the purpose of carrying out the intent of this Agreement.

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9. Relationship of the Parties. It is the purpose and intention of the parties hereto that the legal relationship arising between them out of any joint ownership which they may hold in all or any portion of the Leases shall be that of tenants in common. It is not the purpose or intention of this Agreement to create, and this Agreement shall never be construed as creating, a joint venture, mining partnership or other relationship whereby any party hereto may be held responsible for the acts of either omission or commission of any other party hereto.

10. Governing Law. THIS AGREEMENT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF LOUISIANA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS.

11. Injunctive Relief. The parties hereto acknowledge and agree that irreparable damage would occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement, and shall be entitled to enforce specifically the provisions of this Agreement, in any court of the United States or any state thereof having jurisdiction, in addition to any other remedy to which the parties may be entitled under this Agreement or at law or in equity.

12. Entire Agreement. This Agreement, together with the Schedules, Exhibits, Annexes, Ancillary Documents and other writings referred to herein or delivered pursuant hereto, constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. Each party to this Agreement acknowledges that no representations, inducements, or agreements, oral or otherwise have been made by any party, or anyone acting on behalf of any party, which are not embodied herein or in the Annexes hereto, and no other agreement, statement or promise not contained in this Agreement or in the Annexes hereto shall be binding. The parties hereto have had the opportunity to consult with their respective attorneys concerning the meaning and the import of this Agreement and the Annexes hereto and each has read this Agreement and the Annexes hereto, as signified by such party’s signature below, and are executing the same for the purposes and consideration herein expressed.

13. Binding Effect; Assignment; No Third Party Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, heirs, personal representatives and assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than Seller and Buyer any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement.

14. Severability. If any provision of this Agreement is held to be unenforceable, this Agreement shall be considered divisible and such provision shall be deemed inoperative to the extent it is deemed unenforceable, and in all other respects this Agreement shall remain in full force and effect; provided, however, that if any such provision may be made enforceable by limitation thereof, then such provision shall be deemed to be so limited and shall be enforceable to the maximum extent permitted by Applicable Law.

15. Descriptive Headings. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

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16. Counterparts. This Agreement may be executed by the parties hereto in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement. Each counterpart may consist of a number of copies hereof each signed by less than all, but together signed by all, the parties hereto.

17. Gender. Pronouns in masculine, feminine and neuter genders shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires.

18. References. All references in this Agreement to Articles, Sections and other subdivisions refer to the Articles, Sections and other subdivision of this Agreement unless expressly provided otherwise. The words “this Agreement”, “herein”, “hereof”, “hereby”, “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. Whenever the words “include”, “includes” and “including” are used in this Agreement, such words shall be deemed to be followed by the words “without limitation”. Each reference herein to a Schedule or Exhibit refers to the item identified separately in writing by the parties hereto as the described Schedule or Exhibit to this Agreement. All Schedules, Annexes and Exhibits are hereby incorporated in and made a part of this Agreement as if set forth in full herein.

19. United States Dollars. Unless expressly indicated otherwise, all dollar amounts in this Agreement and the Schedules and Exhibits hereto are expressed in United States dollars

20. Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Buyer has advised Seller that it intends to transfer this Agreement and all rights and obligations under this Agreement to another entity, and Seller consents to this assignment and agrees that the assignee will be substituted for Buyer for all purposes under this Agreement at the time such assignment is made.

20. Expenses. Except as otherwise provided herein, each party shall be solely responsible for all expenses incurred by it in connection with this transaction (including, without limitation, fees and expenses of its own counsel and consultants).

21. Attachments. All Annexes attached hereto are hereby made a part of this Agreement and incorporated herein by this reference.

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Signatures

To evidence the binding effect of the foregoing terms and condition, the parties have caused their respective duly authorized representative to execute and deliver this Agreement on the date first above written.

Seller:

DYNAMIC RESOURCES CORPORATION

By: /s/ Xxxxxx Xxxxx

Xxxxxx Xxxxx

President

Buyer:

BIG SKY MANAGEMENT, LTD.

By: /s/ Xxxx Xxxxxxx

Xxxx Xxxxxxx

President

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ANNEX “A”

TO

PROSPECT SALE AGREEMENT

Leasehold Interests

Annex A sets out the identities of the 76 lessors who have assigned their respective land and royalty interests to Xxxxxxx Oil & Gas Properties, Inc. on the respective dates as set out in Annex A.

SCHEDULE B

Purchase of Surge BC Shares by the Purchasers from Surge

Name of Purchaser	Number of Surge BC Shares to be Purchased from Surge at Closing
Xxxx Xxxxxx	All of the issued and outstanding shares of common stock
Xxxxx Xxxxxxxx	Nil

SCHEDULE C

TABLE I

Number of Surge Transferred Shares to be transferred from the Purchasers to Xxxxxxx at Closing:

Name of Transferor	Name of Transferee	Number of Surge Transferred Shares to be Transferred at Closing
Xxxx Xxxxxx	Xxxx Xxxxxxx	583,784
Xxxxx Xxxxxxxx	Xxxx Xxxxxxx	216,216

TABLE II

Number of Surge Cancelled Shares to be cancelled by the Purchasers at the Closing:

Name of Shareholder of Surge	Number of Surge Cancelled Shares to be Cancelled at Closing
Xxxx Xxxxxx	3,466,216
Xxxxx Xxxxxxxx	1,283,784