PURCHASE, SALE AND ASSUMPTION AGREEMENT

PURCHASE, SALE AND ASSUMPTION AGREEMENT

THIS AGREEMENT entered into this 7th day of March, 2005.

BETWEEN:

ATLAS ENERGY CORP.,

a Nevada corporation having offices at

0000 X. Xxxx Xxxxxxx Xxxx,

Xxx Xxxxx, Xxxxxx, XXX 00000

(the "Vendor")

OF THE FIRST PART

AND:

TRYX VENTURES INC.,

a Nevada corporation having offices at

#314 - 000 Xxxx Xxxxxxxx Xxxxxx

Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx, X0X 0X0

(the "Purchaser")

OF THE SECOND PART

WHEREAS:

A. The Vendor is the owner of certain assets, interests in certain oil and gas leases and other contracts and agreements under a Purchase and Sale Agreement dated March 1, 2004, a copy of which is attached hereto and forms part of this agreement. (the “Purchase and Sale Agreement”).

B. The Vendor has agreed to sell and assign to the Purchaser and the Purchaser has agreed to purchase from the Vendor all of the Vendor’s assets and beneficial interest, rights and obligations in and to the Purchase and Sale Agreement, upon and subject to the terms and conditions herein set forth, it being the intention of the parties hereto that the purchase price for the beneficial ownership of the Assets will be the fair market value thereof.

IN CONSIDERATION of the premises, mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement, the following words or expressions shall have the following meanings, namely:

a)	“Appraised Value” has the meaning ascribed thereto by paragraph 3;

b)	“Assets” has the meaning ascribed to it in paragraph 1.01 of the Purchase and Sale Agreement;

c)	“Assumed Obligations” has the meaning ascribed to it in paragraph 1.02 of the Purchase and Sale Agreement;

d)	“Assignment of Leases and Contracts” shall have the meaning ascribed to it in paragraph 1.03 of the Purchase and Sale Agreement;

e)	“Declaration of Trust” means the declaration of trust between the Vendor and the Purchaser executed concurrently with this Agreement in the form attached hereto as Schedule B;

f)	“Effective Date” means the date on which the Purchase Price is paid in full or the 180^th day from the date of execution of this Agreement;

g)	“Purchase and Sale Agreement” means the purchase and sale agreement attached hereto as Schedule A and forming part of this Agreement by and between Production Specialties Company and Atlas Energy Corp. dated March 1, 2004;

h)	“Purchase Price” has the meaning ascribed thereto by paragraph 3; and

1.2 Schedule A - Purchase and Sale Agreement, attached hereto, shall be incorporated into and form part of this Agreement; and

1.3 Schedule B - Declaration of Trust, attached hereto, shall be incorporated into and form a part of this Agreement:

2. PURCHASE AND SALE

2.1 The Vendor hereby transfers, sells, assigns and sets over to the Purchaser and the Purchaser hereby purchases, as of the Effective Date its beneficial ownership, rights and obligations in and to the Assets, the Assumed Obligations and the Assumption of Leases and Contracts contained in the Purchase and Sale Agreement on the terms and conditions hereinafter set forth.

2.3 The Vendor shall continue to hold the legal title to the Assets transferred, sold assigned and set over to it under the Purchase and Sale Agreement in trust, as bare trustee, for and on behalf of the Purchaser from the Effective Date, in accordance with the terms and conditions of the Declaration of Trust.

2.4 The Purchaser hereby assumes all liabilities, encumbrances and charges related to the Assets, if any.

3. PURCHASE PRICE

The purchase price (the “Purchase Price” or “Appraised Value”) for the transfer, sale, assignment of the beneficial ownership, rights and obligations in and to the Assets, the Assumed Obligations and the Assumption of Leases and Contracts pursuant to the Purchase and Sale Agreement transferred and assigned pursuant to this Agreement shall be the fair market value thereof as of the date of this Agreement, which the parties have determined to be Five Hundred and Fifty Thousand Dollars ($550,000).

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4. PAYMENT OF PURCHASE PRICE

4.1 The Purchase Price shall be paid or otherwise satisfied by the issuance of Two Million (2,000,000) common voting shares in the capital stock of the Purchaser at the price of $0.10 per share (the “Purchase Shares”) and by the payment to the Vendor of the sum of Three Hundred and Fifty Thousand Dollars ($350,000). The Purchase Shares shall be issued to the Vendor upon execution of this Agreement, which shares shall be, upon issuance considered to be fully paid and non-assessable. The sum of Three Hundred Thousand Dollars ($350,000) shall be paid to the Vendor within 180 days of execution of this Agreement.

5. VENDOR’S REPRESENTATIONS AND WARRANTIES

5.1 The Vendor hereby represents and warrants to the Purchaser that:

a)	it is the legal and beneficial owner of the Assets;

it has the ability to perform its obligations under this Agreement including without limitation the transfer of the Assets and the assignment of the Purchase and Sale Agreement to the Purchaser, and no third party consents or authorizations are required prior to the transfer of the beneficial ownership of the Assets to the Purchaser, other than from Atlas Energy Corp., which consent has been obtained; and

c)	it has the ability and capacity to perform its obligations under the Declaration of Trust.

5.2 The Purchaser hereby represents and warrants to the Vendor that:

a)	it has the ability to perform its obligations under this Agreement and under the Purchase and Sale Agreement and without limiting the foregoing has the capacity to enter into and perform its obligations under the Declaration of Trust;

b)	it is purchasing the Assets for use in the course of its commercial activities;

5.3 The representations and warranties set out in this paragraph 5 shall survive the completion of the transactions contemplated by this Agreement.

6. FURTHER ASSURANCES

The Vendor and the Purchaser shall do or cause to be done all such further acts and things and shall execute or cause to be executed all such further deeds, documents, elections and instruments as may be reasonably necessary for the purpose of completing the transactions contemplated by this Agreement.

8. ENUREMENT

This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.

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9. NOTICES

All notices, directions, or other instruments required or permitted to be given to the parties hereto shall be in writing and shall be delivered to the address of the party to whom it is directed as set forth on the first page of this Agreement.

10. MODIFICATION

This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto or their respective successors or assigns.

11. GOVERNING LAW

This Agreement shall be governed by and be construed in accordance with the laws of the State of Nevada.

12. HEADINGS

The headings of the clauses of this Agreement are inserted for convenience of reference only and shall not constitute a part hereof.

13. TIME OF ESSENCE

Time shall be of the essence of this Agreement.

14. COUNTERPARTS AND FACSIMILE

This Agreement may be signed and delivered in counterparts and/or by electronic facsimile by the parties in counterparts, each of which so signed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument.

IN WITNESS WHEREOF the parties have caused these presents to be executed as of the date first written above.

VENDOR: ATLAS ENERGY CORP.

Per:/s/ Xxxxxx XxXxxxxxx

Authorized Signatory

PURCHASER: TRYX VENTURES, INC.

Per:/s/ Xxxxxxxxxx Xxxxxx

Authorized Signatory

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SCHEDULE “A”

PURCHASE AND SALE AGREEMENT

By and Between

PRODUCTION SPECIALTIES COMPANY (“SELLER”)

and

ATLAS ENERGY CORP. (“PURCHASER”)

THIS PURCHASE AND SALE AGREEMENT is made and entered into as of March 1, 2004, by and between PRODUCTION SPECIALTIES COMPANY, A CALIFORNIA CORPORATION (“Seller”), and ATLAS ENERGY CORP., A NEVADA CORPORATION (“Purchaser”).

WHEREAS, the respective Boards of Directors of both Seller and Purchaser have approved the terms of this Agreement and the transaction contemplated hereby; and

WHEREAS, this Agreement provides for the sale of certain of Seller’s rights and interests in and to certain oil and gas leases and other contracts and agreements to Purchaser; and

WHEREAS, Seller and Purchaser desire to set forth the terms of their agreement and transaction as provided for herein;

NOW, THEREFORE, in consideration of the promises and agreements herein contained, the parties hereto agree as follows:

ARTICLE 1 - ASSETS PURCHASED AND LIABILITIES ASSUMED

1.01 Purchase and Sale of Assets. Subject to the terms and conditions of this Agreement, at Closing (as hereinafter defined), Seller shall convey, assign, transfer and deliver, and Purchaser shall purchase and receive an undivided seventy five percent (75%) of all of Seller’s rights, title and interests in and to all of the (i) Oil and Gas Leases, (ii) Declarations of Pooling, (iii) Oil and/or Gas Xxxxx, (iv) Joint Operating Agreements, (v) Farm-out Agreements, and (vi) other Contracts and Agreements of any kind described or referred to in Exhibit “A” attached hereto. Seller’s undivided rights, title and interests in and to the Oil and Gas Leases, Declarations of Pooling, Oil and/or Gas Xxxxx, Joint Operating Agreements, Farmout Agreements, and other Contracts and Agreements described in Exhibit “A” attached hereto are hereinafter collectively referred to as the “Assets.”

1.02 Assumption of Obligations. Purchaser shall take its interest in the Assets “AS IS” subject to all obligations and liabilities that are associated with such interest, including drilling costs, clean up costs, well closing, plugging and abandonment costs and expenses, and all surface remediation and environmental (surface and subsurface) costs, expenses and liabilities, all of which obligations and liabilities Purchaser agrees to assume (the “Assumed Obligations”) and to defend and hold Seller harmless from and against any and all claims, liabilities, costs and expenses (including all attorney’s fees) with respect thereto.

1.03 Assumption of Leases and Contracts. Purchaser assumes and shall perform, as to its undivided interest, all duties and obligations under all of the Oil and Gas Leases, Declarations of Pooling, Joint Operating Agreements, Farm-out Agreements and other Contracts, Agreements, permits and other matters that are a part of the Assets or are otherwise being conveyed and assigned to Purchaser pursuant to this Agreement and the Assignment and Xxxx of Sale provided for in Article 7 (Closing) below. Purchaser shall defend and hold Seller harmless from and against any and all claims, liabilities, costs and expenses (including all attorneys’ fees) arising out of or in any way related to any failure or refusal on Purchaser’s part to fully perform any duty or obligation hereby assumed by Purchaser under any Lease, Contract, Agreement, permit or other matter.

ARTICLE 2 - THE CLOSING; PURCHASE PRICE

2.01 Closing. The closing of the transaction contemplated in this Agreement (the “Closing”) shall be on March 1, 2004 (“Closing Date”), time being of the essence. In the event closing does not occur on or before the Closing Date, or such other date as the parties shall mutually agree in writing, this Agreement shall become null and void and of no further force or effect.

2.02 Purchase Price. At Closing, Purchaser shall pay to Seller the sum of Three Hundred Thousand Dollars ($300,000.00) as the Purchase Price for the undivided interest in the Assets being purchased by Purchaser. Such Purchase Price shall be paid in cash at Closing.

ARTICLE 3 - REPRESENTATIONS AND

WARRANTIES OF SELLER

Seller hereby represents and warrants to Purchaser as follows:

3.01 Special Warranty of Title. Seller represents and warrants that Seller has not sold, assigned, conveyed, encumbered and/or otherwise hypothecated any of the Assets.

3.02 Tax Matters. To the best knowledge of Seller, Seller has duly and timely filed all tax returns and reports required to be filed by Seller prior to Closing, except to the extent that any failure or alleged failure to file any tax return or report would not have a material adverse effect on Seller or the purchased Assets. To the best knowledge of Seller, all of Seller’s tax returns and reports are true and complete in all materials respects.

3.03 Litigation. Seller represents, to the best of its knowledge, that there is no prosecution, suit, action, arbitration proceeding or governmental

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proceeding pending or threatened against or affecting Seller, any of the Assets, or the transaction contemplated herein. To the best knowledge of Seller, there is not outstanding against Seller any decision, judgment, decree, injunction, rule or order of any court, arbitrator or governmental entity affecting any of the Assets or this transaction.

3.04 Brokers. Purchaser shall not have any obligation or liability to pay any fee, commission or other compensation to any person or entity engaged by Seller in connection with this Agreement or the transaction contemplated herein.

3.05 True Copies. All copies of documents delivered or made available to Purchaser in connection with this Agreement are true and correct copies of the originals thereof.

3.06 Compliance with Law and Regulations. To the best of Seller’s knowledge, Seller is in material compliance with all federal, state and local laws, regulations and ordinances applicable to its business and operations.

ARTICLE 4 - REPRESENTATIONS AND

WARRANTIES OF PURCHASER

Purchaser hereby represents and warrants to Seller as follows:

4.01 Organization and Good Standing. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, and is duly qualified and in good standing as a foreign corporation in each jurisdiction in which any of the Assets are located.

4.02 Capitalization and Financial Resources. Purchaser has the necessary capitalization and financial resources to fulfill its commitments set forth in this Agreement, including, but not limited to, the payment of the Purchase Price and the assumption of obligations and liabilities as provided for herein.

4.03 Authority Relative to this Agreement. Purchaser has the requisite and corporate power and authority to enter into this Agreement and all ancillary documents, and to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each ancillary document, and the consummation of the transactions contemplated herein and therein, have been duly authorized by the Board of Directors of Purchaser, or by an authorized committee thereof, and do not violate any provision of the Articles or Certificate of Incorporation or Bylaws of Purchaser. No other corporate proceeding on the part of Purchaser is necessary to authorize this Agreement, the ancillary documents and/or the transaction contemplated herein and therein. The execution and delivery of this Agreement and each ancillary document, and the

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consummation of the transaction provided for herein and therein will not conflict with or effect a breach, violation or default, or cause an event of default, under any mortgage, lease, or other material agreement or instrument, or any statute, regulation, order, judgment or decree to which Purchase is a party or by which Purchaser is bound, or any law or governmental regulation applicable to Purchaser, or require the consent of any person (other than the parties to this Agreement). This Agreement and the ancillary documents constitute legal, valid and binding obligations of Purchaser, enforceable in accordance with their terms, except as enforcement thereof may be limited by any applicable bankruptcy, reorganization, insolvency, moratorium, or similar laws affecting rights of creditors generally, whether applied at law or in equity.

4.04 No Broker. Seller shall not have any obligation or liability to pay any fee or other compensation to any person or entity engaged by Purchaser in connection with this Agreement or the transaction contemplated herein.

4.05 No Reliance. Purchaser is purchasing and accepting its interest in the Assets “AS IS” without any express or implied warranty of any kind, except for the special warranty of title provided for in Section 3.01 above. Purchaser is entering into this transaction solely on the basis of Purchaser’s own expertise, inspection, evaluation, familiarity with and knowledge of the Assets. Purchaser is not relying on any representation, estimate, claim, warranty, statement, data, or information of any kind made or provided to Purchaser or any of its employees, agents, consultants, etc., by Seller or any employee, agent, or other representative of Seller. No patent or latent condition affecting the Assets (or any Asset) in any way, whether now known or discovered or hereafter discovered, shall in any way affect any of Purchaser’s obligations contained in this Agreement, or give rise to any right of or to damages, rescission, or any other legal or equitable right or remedy on behalf of Purchaser against Seller.

4.06 SELLER’S DISCLAIMER. EXCEPT FOR THE SPECIAL WARRANTY OF TITLE CONTAINED IN SECTION 3.01 ABOVE, SELLER MAKES NO REPRESENTATION OR WARRANTY, AND SELLER HEREBY EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION, ORALLY OR IN WRITING, MADE OR COMMUNICATED TO PURCHASER INCLUDING, BUT NOT LIMITED TO, ANY OPINION, INFORMATION OR ADVISE WHICH MAY HAVE BEEN PROVIDED TO PURCHASER BY ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT OR REPRESENTATIVE OF SELLER, ANY ENGINEER OR ENGINEERING FIRM, OR ANY OTHER AGENT, CONSULTANT OR REPRESENTATIVE OF SELLER. IN ADDITION, PURCHASER ACKNOWLEDGES THAT SELLER HAS NOT MADE, AND SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR CONFORMITY TO MODELS OR SAMPLES OR MATERIALS, AS WELL AS ANY OTHER REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, RELATING TO THE ASSETS OR

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THEIR CONDITION. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PURCHASER IS ACQUIRING INTEREST IN THE ASSETS IN AN “AS-IS, WHERE-IS” CONDITION WITH ALL FAULTS.

ARTICLE 5 - SURVIVAL OF REPRESENTATIONS;

AND WARRANTIES; INDEMNIFICATION

5.01 Survival of Representations and Warranties. All representations and warranties made by the parties, as contained in this Agreement or in any ancillary document, as well as any indemnification made by any party, shall survive the Closing.

5.02 Indemnification by Purchaser. Purchaser agrees to indemnify and to hold Seller harmless from and against any and all damages, losses, liabilities, deficiencies, costs and/or expenses, including all attorneys’ fees, expenses and other out-of-pocket costs of litigation and/or arbitration (collectively “Damages”), resulting from, arising out of or in any way in connection with or related to Seller’s ownership and/or operation of the Assets (insofar as the interest being sold to Purchaser) at any time before or after Closing, whether or not any such Damages are in connection with any action, suit, proceeding, demand or judgment of a third party (including governmental entities) or involve any other matter or proceeding. The foregoing indemnification shall include all damages arising out of or in connection with environmental matters.

ARTICLE 6 - CONDITIONS TO CLOSING

7.01 Conditions to Obligation of Purchaser to Close. The obligation of Purchaser to close the transaction contemplated hereby is subject to the satisfaction of the following conditions:

Purchaser shall have the right to conduct such inspections and investigations of the Assets as Purchaser deems necessary. In the event that Purchaser, in its sole discretion, determines that the purchase contemplated herein is not in its best interest, Purchaser shall have the right to cancel this Agreement and this Agreement shall be null and void and of no further force or effect.

It is agreed that Seller shall deliver marketable title to the Assets. Closing shall constitute Purchaser’s full approval and acceptance of title. It is agreed that Seller will provide to Purchaser all log reports, geological reports, production runs and other data and information in Seller’s possession.

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ARTICLE 7 - CLOSING

At the Closing, Seller shall deliver to Purchaser an Assignment and Xxxx of Sale of and to the interest in the Assets being purchased by Purchaser. The Assignment and Xxxx of Sale shall be executed and delivered by Seller to Purchaser at the Closing in the form attached hereto as Exhibit “B.” At the Closing, Purchaser shall pay the Purchase Price, in cash, to Seller.

ARTICLE 8 - ADDITIONAL AGREEMENTS

8.01 Agreements as to Tax Matters. The parties will cooperate fully with each other in connection with the preparation, signing and filing of tax returns and in any other matters involving taxes relating to the Assets.

8.02 Post-Closing Documents. The parties will cooperate with one another after Closing and, without any further consideration, will execute and deliver such other documents as shall be reasonably required after the Closing to transfer title to the interest in the Assets being purchased by Purchaser. The Parties will take any other action necessary to carry out the intent and purposes of this Agreement.

8.03 Notice. Each party shall notify the other of any claim, demand, action, suit or proceeding relating to, or arising in connection with, the Assets as soon as practicable after learning of such claim, demand, action, suit, or proceeding.

ARTICLE 9 - GENERAL PROVISIONS

9.01 Expenses. Each party shall pay its own expenses (including legal and accounting costs and expenses) in connection with the negotiation, preparation and consummation of this Agreement.

9.02 Governing Law; Waiver of Jury Trial. All questions concerning the construction, interpretation, validity and enforcement of this Agreement shall be governed by the laws of the State of California without giving effect to any choice or conflict of law provisions or rules (whether in the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of California.

9.03 Submission to Jurisdiction. Any legal action or proceeding with respect to this Agreement or any of the rights or interests of the parties hereunder shall be brought in the courts of the State of California located in the County of Tehama and, by execution and delivery of this Agreement, the Purchaser hereby accepts for itself and in respect of its property, generally and

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unconditionally, the jurisdiction and venue of the aforesaid court(s). Each party hereby irrevocably waives, in connection with any action or proceeding, any objection, including, without limitation, any objection to venue based on grounds of forum non conveniens, which it may now or hereafter have to the bringing of any action or proceeding in the aforesaid jurisdiction and venue. Each party hereby irrevocably consents to the service of process of the aforementioned court(s) in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address as set forth herein.

9.04 Headings. Article and Section headings used in this Agreement are for convenience only and shall not affect the meaning or construction of this Agreement.

9.05 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or mailed by certified mail (return receipt requested) to a party at the following address (or at such other address as a party shall specify by like notice), or if sent by facsimile to a party at the following facsimile number;

	To Purchaser:

	Atlas Energy Corp.
	0000 Xxxx Xxxx Xxxxxxx Xxxx
	Xxx Xxxxx, Xxxxxx 00000
	Facsimile Number: ____________________

	To Seller:

	Production Specialties Company
	P. O. Xxx 000
	Xxxxxxxx, Xxxxxxxxxx 00000-0000
	Facsimile Number: (000) 000-0000

9.06 Parties in Interest. All of the terms and provisions of this Agreement shall be binding upon, and shall inure to the benefit of and be enforceable by the successors and assigns of Seller and Purchaser.

9.07 Final Agreement; Entire Agreement. This Agreement is the final agreement between the parties and constitutes the entire agreement between them. This Agreement supersedes all prior agreements and understandings, written or oral, whether signed or unsigned, with respect to the subject matter hereof.

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9.08 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be considered an original, and all of which shall constitute one and the same instrument.

9.09 Amendment. This Agreement may be amended only by an instrument in writing signed by or on behalf of each of the parties hereto.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first written above.

SELLER

PRODUCTION SPECIALTIES COMPANY

By:/s/ Xxxx Xxxxxx

President (Name)

(Title)

BUYER

ATLAS ENERGY CORP.

By:/s/ Xxxxxx XxXxxxxxx

(Name)

(Title)

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EXHIBIT “A”

Attached to and made a

part of that certain

Purchase and Sale Agreement,

dated March 1, 2004,

by and between

Production Specialties Company, as Seller,

and Atlas Energy Corp., as Purchaser

(Triangle “T” Area)

Lessor: TRIANGLE T RANCH INC.

Lessee: XXXXXXXX PETROLEUM

Dated: OCTOBER 26, 1989

Recorded: Book 90, Page 9278

County of Tehama

Lessor: TRIANGLE T RANCH INC.

Lessee: XXXXXXXX PETROLEUM

Dated: SEPTEMBER 15, 1988

Recorded: Book 2093, Page 36

County of Tehama

Lessor: B B LIMITED

Lessee: UNION OIL COMPANY

Dated: JULY 21, 1989

Recorded: Book 2147, Page 365

County of Tehama

Lessor: TRIANGLE T RANCH, INC.

Lessee: UNION OIL COMPANY

Dated: AUGUST 3, 1989

Recorded: Book 2147, Page 369

County of Tehama

Lessor: TRIANGLE T RANCH INC

Lessee: NNG, A CALIF CORP

Dated: NOVEMBER 1, 1997

Recorded: Book 9802, Page 668

County of Tehama

Lessor: XXXX, XXXXXXX X. ET. UX

Lessee: XXXXXXXX PETROLEUM

Dated: AUGUST 14, 1987

Recorded: Book 2018, Page 601

County of Tehama

Lessor: B B LIMITED

Lessee: XXXXXXXX PETROLEUM

Dated: AUGUST 1, 1987

Recorded: Book 2018, Page 588

County of Tehama

Lessor: XXXXXXX, XXXXX X.

Lessee: XXXXXX OIL CO.

Dated: AUGUST 31, 1992

Recorded: Book 92, Page 3411 5

County of Tehama

Lessor: PROVO, XXXXXXXX XXXXXX

Lessee: XXXXXX OIL COMPANY

Dated: AUGUST 25, 1992

Recorded: Book 92, Page 34114

County of Tehama

Lessor: XXXXXX, XXXXXXX X. XX.

Lessee: XXXXXX OIL CO.

Dated: AUGUST 28, 1992

Recorded: Book 92, Page 34112

County of Tehama

Lessor: XXXX, XXXXXXXX XXXXXX

Lessee: XXXXXX OIL CO.

Dated: AUGUST 26, 1992

Recorded: Book 92, Page 34113

County of Tehama

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Lessor: XXXXXX, XXX NEEDIIA

Lessee: XXXXXX OIL CO.

Dated: SEPTEMBER 23, 1992

Recorded: Book 92, Page 34110

County of Tehama

Lessor: XXXXXXX, XXXXX XX. JR.

Lessee: XXXXXX OIL CO.

Dated: OCTOBER 7, 1992

Recorded: Book 92, Page 34111

County of Tehama

Lessor: XXXXXX, XXXXXXX X. III

Lessee: SAMEDAN OIL CORP

Dated: APRIL 10, 1994

Recorded: Book 92, Page 21095

County of Tehama

Lessor: XXXXXX, XXXXXX XXXXXXX JR

Lessee: SAMEDAN OIL CORP

Dated: APRIL 10, 1994

Recorded: Book 94, Page 21091

County of Tehama

Lessor: XXXXXX, XXXXX XXXXXX

Lessee: SAMEDAN OIL CORP

Dated: APRIL 10, 1994

Recorded: Book 94, Page 21096

County of Tehama

Lessor: XXXXX, XXXXX XXXXXXX

Lessee: SAMEDAN OIL CORP

Dated: APRIL 10, 1994

Recorded: Book 94, Page 21088

County of Tehama

Lessor: ONGE, XXXXXXX XXXXX SAINT

Lessee: SAMEDAN OIL CORP

Dated: APRIL 10, 1994

Recorded: Book 94, Page 21089

County of Tehama

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Lessor: SANWA BANK, TRUSTEE

Lessee: SAMEDAN OIL CORP

Dated: APRIL 10, 1994

Recorded: Book 94, Page 23173

County of Tehama

Lessor: XXXXXXX, XXXXXXXX XXX .

Lessee: SAMEDAN OIL CORP

Dated: APRIL 10, 1994

Recorded: Book 94, Page 21087

County of Tehama

Lessor: XXXXXXXX, XXXXXXX

Lessee: SAMEDAN OIL CORP

Dated: APRIL 10, 1994

Recorded: Book 94, Page 21090

County of Tehama

Lessor: XXXXXXX FAMILY TRUST

Lessee: SAMEDAN OIL CORP

Dated: APRIL 10, 1994

Recorded: Book 94, Page 21093

County of Tehama

Lessor: XXXXX, XXXXXX X. TRUST

Lessee: SAMEDAN OIL CORP

Dated: APRIL 10, 1994

Recorded: Book 94, Page 21094

County of Tehama

Lessor: XXXXXX, XXXX X

Lessee: SAMEDAN OIL CORP

Dated: APRIL 10, 1994

Recorded: Book 95, Page 00950

County of Tehama

Lessor: XXXXXX, XXXXXXX X.

Lessee: SAMEDAN OIL CORP

Dated: APRIL 10, 1994

Recorded: Book 94, Page 2 1092

County of Tehama

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Lessor: XXXXXX, XXXXXXX X.

Lessee: SAMEDAN OIL CORP

Dated: APRIL 10, 1994

Recorded: Book 94, Page 21830

County of Tehama

Lessor: TEMPLE LIVING TRUST

Lessee: SAMEDAN OIL CORP

Dated: JUNE 1, 2001

Recorded: Book 2001 Page 025562

County of Tehama

Lessor: XXXXXX, XXXX

Lessee: SAMEDAN OIL CORP

Dated: JUNE 1, 2001

Recorded: Book 2001, Page 025563

County of Tehama

Lessor: XXXXXX-XXXXX,XXXXX

Lessee: SAMEDAN OIL CORP

Dated: JUNE 1, 2001

Recorded: Book 2001, Page 025564

County of Tehama

Lessor: TEMPLE-XXXXXXXX XXXXX

Lessee: SAMEDAN OIL CORP

Dated: JUNE 1, 2001

Recorded: Book 2001, Page 025565

County of Tehama

Lessor: XXXXXX, XXXXX

Lessee: SAMEDAN OIL CORP

Dated: JUNE 1, 2001

Recorded: Book 2001, Page 025566

County of Tehama

Lessor: XXXXXX-XXXXX, XXXXXXXXX

Lessee: SAMEDAN OIL CORP

Dated: JUNE 1, 2001

Recorded: Book 2001, Page 025567

County of Tehama

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Lessor: TRIANGLE T RANCH, INC.

Lessee: SAMEDAN OIL CORP.

Dated: OCTOBER 16, 1993

Recorded: Book 93, Page 31496

County of Tehama

Lessor: HIDDEN, XXXXXXX XXXX ET. AL

Lessee: SAMEDAN OIL CORP

Dated: JULY 19, 1996

Recorded: Book 9621 Page 275

County of Tehama

XXXXX

Triangle #1-28, #1-29, #1-3

Undivided right, title and interest in and to the property known as the Triangle T (Xxxxxx) Pipeline located in and running through: Sections 29, 32-36, T11S, R14E, and Sections 1, 12 and 13 in T12S, R14E, and into Xxxxxxx 00, X00X, X00X, in Madera and Fresno Counties, CA

AGREEMENTS

Joint Operating Agreement dated 7/15/92, by and between Samedan Oil Corporation, Operator, and Tri-Valley Corporation, Non-Operator (Triangle T 1-28, Triangle T 1-29, Triangle T 1-33, Triangle T 2-33)

Farm-out Agreement dated effective 3/17/99 between Xxx Xxxxx Resources Company and NNG, Farmor, and Samedan Oil Corporation, Farmee

Participation Agreement dated 7/15/92 between Tri-Valley Oil and Gas Company and Samedan Oil Corp.

Farmout Agreement dated 6/12/92 between Xxxxxxxx Petroleum Company, Farmor, and Tri-Valley Oil and Gas Company, Farmee (Triangle T #1-33, #2-33)

Farm-out Agreement dated 9/25/92 between Union Oil Company of California, Farmor, and Tri-Valley Oil and Gas Company, Farmee (Triangle T #1-29)

Declaration of Pooling establishing the Triangle T #1-29 unit, dated effective 1/11/93, recorded at 93-05901, records of Madera County, CA

Declaration of Pooling establishing the Triangle T #1-33 unit, dated effective 8/5/94, recorded at 94-23713 and 94-34917

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EXHIBIT “B”

Attached to and made a

part of that certain

Purchase and Sale Agreement,

dated March 1, 2004,

by and between

Production Specialties Company, as Seller,

and Atlas Energy Corp., as Purchaser

(Assignment and Xxxx of Sale)

RECORDING REQUESTED BY AND

WHEN RECORDED RETURN TO:

______________________________

ASSIGNMENT AND XXXX OF SALE

PRODUCTION SPECIALTIES COPMANY, A CALIFORNIA CORPORATION, hereinafter referred to as “Assignor,” for good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), does hereby GRANT, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER, and DELIVER unto ATLAS ENERGY CORP., A NEVADA CORPORATION, hereinafter referred to as Assignee, an undivided seventy five percent (75%) of all of Assignor’s rights, title and interests in and to the following (collectively called the “Assets”):

(A) The Oil and Gas Leases described in Exhibit “A” (the “Leases”) attached hereto; (ii) the Declarations of Pooling described in said Exhibit “A”; (iii) the Oil and Gas Xxxxx described in said Exhibit “A”; (iv) the easements, rights-of-way, and other rights, privileges, benefits and powers with respect to the use and occupation of the surface of, and the subsurface depths under, the land covered by the Leases; (v) all rights in respect of any pooled or unitized acreage located in whole or in part within each Lease, including all production from the pool or unit allocated to any such Lease, and all interest in any well(s) within the unit or pool associated with such Lease, regardless of whether such unit or pool production comes from a well or xxxxx located within or outside of such Lease;

(B) All pipelines, personal property, equipment, fixtures and improvements located on or appurtenant to the Leases and used in or related to the production, transportation, treatment, sale and/or disposal of gas and/or hydrocarbons or water produced therefrom or attributable thereto;

(C) All licenses, servitudes, gas purchase and sale contracts, farm-in agreements, farm-out agreements, bottom hole agreements, acreage contribution agreements, operating agreements, unit agreements, processing agreements, options, leases of equipment or facilities, joint venture agreements, pooling agreements, transportation agreements, rights-of-way, and other contracts, agreements and rights of any kind which are owned by Assignor, in

whole or in part, and which are: (i) appurtenant to the Leases, or (ii) used or held for use in connection with the ownership or operation of the Leases, or the production, sale, distribution, transportation or disposal of gas and/or hydrocarbons or water from the Leases;

(D) All governmental permits, licenses and authorizations, including environmental permits, licenses and other authorizations, as well as any applications for the same, related to the Leases or the operation thereof;

(E) All of the documents, files, records and other data relating to the Assets described in Paragraphs (A), (B), (C) and (D) above, including, without limitation, title records, surveys, maps, drawings, contracts, correspondence, microfiche lists, geological, geophysical, and seismic records, data, and information, production records, electric logs, core data, pressure data, decline curves, graphical production curves, and all related matters in Assignor’s possession; and

(F) Any and all other assets of Assignor appurtenant to, related to, or used or useful in connection with the Leases.

TO HAVE AND TO HOLD the undivided seventy five percent (75%) unto Assignee, its successors and assigns, forever.

This Assignment and Xxxx of Sale is made and accepted subject to the following terms and conditions:

THIS ASSIGNMENT IS MADE WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, EXCEPT THAT ASSIGNOR WARRANTS AND WILL DEFEND THE ASSETS UNTO ASSIGNEE FROM AND AGAINST ALL PERSONS CLAIMING THE ASSETS OR ANY PART THEREOF BY, THROUGH, OR UNDER ASSIGNOR, BUT NOT OTHERWISE.

ASSIGNOR EXPRESSLY DISCLAIMS AND NEGATES ANY WARRANTY AS TO THE CONDITION OF ANY PERSONAL PROPERTY, EQUIPMENT, FIXTURES, AND ITEMS OF MOVEABLE PROPERTY COMPRISING ANY PART OF THE ASSETS, IT BEING EXPRESSLY UNDERSTOOD THAT SAID PERSONAL PROPERTY, FIXTURES, EQUIPMENT AND OTHER ITEMS ARE BEING CONVEYED TO ASSIGNEE “AS IS AND WHERE IS” WITHOUT ANY WARRANTY OF MERCHANTABILITY, CONDITION OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED.

To the extent permitted by law, Assignee shall be subrogated to Assignor’s rights in and to any prior representations, warranties or

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covenants given with respect to the Assets. Assignor hereby grants and transfers to Assignee, its successors and assigns, to the extent that they may exist and be so transferable as permitted by law, the benefit of and the right to enforce any such prior representations, warranties, or covenants that may exist.

Assignor agrees to execute and deliver to Assignee, from time to time, such other and additional instruments, notices, division orders, transfer orders, and other documents, and to do all such other and further acts and things as may be reasonably necessary to fully and effectively carry out the intent and purposes of this Assignment and Xxxx of Sale.

Unless expressly provided otherwise, all recording references in the Exhibits attached hereto are to the Official Records of the County in which the Assets are located.

This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee, and to their respective successors and assigns.

This Assignment may be executed in one or more counterparts, each of which shall be deemed an original, and said counterparts shall constitute but one and the same instrument which may be sufficiently evidenced by one counterpart. The fact that this Assignment may have been executed at different times by different parties shall not affect its validity.

This Assignment and Xxxx of Sale is effective as of 7:00 A.M., Pacific Time, on March 1, 2004 (“Effective Date”).

IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment and Xxxx of Sale on the date set forth in their respective acknowledgments below, but effective as of the Effective Date.

ASSIGNOR ASSIGNEE

PRODUCTION SPECIALTIES ATLAS ENERGY CORP.

COMPANY

By:/s/ Xxxx Xxxxxx By:/s/ Xxxxxx XxXxxxxxx

President (Name) (Name)

(Title) (Title)

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SCHEDULE “B”

DECLARATION OF TRUST

THIS INDENTURE made effective as of the 7th day of March, 2005.

BETWEEN:

ATLAS ENERGY CORP.,

a Nevada corporation having offices at

0000 X. Xxxx Xxxxxxx Xxxx,

Xxx Xxxxx, Xxxxxx, XXX 00000

(the "Trustee")

OF THE FIRST PART

AND:

TRYX VENTURES INC.,

a Nevada corporation having offices at

#314 - 000 Xxxx Xxxxxxxx Xxxxxx

Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx, X0X 0X0

(the "Beneficiary")

OF THE SECOND PART

WHEREAS:

A. The Trustee is the sole registered owner of certain assets more particularly described and defined in paragraph 1.01 of a Purchase and Sale Agreement dated March 1, 2004 (the “Purchase and Sale Agreement”) by and between Production Specialties Company and Atlas Energy Corp., a copy of which is attached hereto and forms part of this Agreement, (hereinafter the “Trust Property”);

B. Pursuant to a Purchase, Sale and Assumption Agreement entered into on March 7, 2005 by and between the Trustee and the Beneficiary (the Purchase, Sale and Assumption Agreement”), the Beneficiary, among other things, purchased the Trust Property from the Trustee; and

C. The Trustee has agreed to hold all of their right title and interest in the Trust Property in trust for the Beneficiary on the terms and conditions hereinafter set forth:

NOW THEREFORE THIS AGREEMENT WITNESSES THAT, in consideration of the sum of Two ($2.00) Dollars now paid by each of the parties hereto to

the other, the receipt and sufficiency of which is hereby acknowledged, and of the premises and of the mutual covenants and agreements herein contained, it is hereby mutually covenanted, agreed and acknowledged between the parties hereto as follows:

1. The Trustee does and shall stand seized of the Trust Property in trust for the Beneficiary, the Beneficiary’s, successors and assigns, forever, and shall transfer, lease, encumber or dispose of the Trust Property only in such manner as the Beneficiary, the Beneficiary’s, successors and assigns lawfully direct.

2. All dividends, profits, and advantages accruing to or arising out of the Trust Property shall be held by the Trustee for the exclusive use, benefit and advantage of the Beneficiary and the Trustee shall, upon written demand from the Beneficiary, account to the Beneficiary for all such profits and advantages and pay over the same to the Beneficiary.

3. Upon receipt of a written demand from the Beneficiary the Trustees shall transfer the legal and registered title to the Trust Property to the Beneficiary or the Beneficiary’s nominee and account to and pay over to them all dividends and profits that shall have been received by the Trustees thereon.

4. The Beneficiary shall pay and or fulfil any and all obligations, costs and expenses incurred with respect to the Trust Property of every nature and kind.

5. The Beneficiary shall comply with all obligations in respect of the Trust Property as is required of it pursuant to the Purchase, Sale and Assumption Agreement.

6. The Beneficiary will indemnify and save harmless the Trustee from any and all claims, demands, payments of money, causes of actions, suits, judgments, howsoever arising out of or in connection with the Trust Property.

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7. The Trustee does hereby acknowledge and declare further and that the Trustee will not permit the Trust Property to become in any way charged, encumbered or affected by any act or omission of the Trustee.

8. The parties shall execute such further assurances and other documents and instruments and do such further and other things as may be necessary to implement and carry out the intent of this Agreement.

9. All notices, writings or demands to be given to any Party pursuant to this Agreement must be in writing and must be delivered to such Party at his/its address set out above (or to such other address, notice of which has been given to all Parties hereto) and will be deemed to have been given on the day so served.

10. No waiver of any term or provision of this Agreement will be enforceable unless it is in writing signed by the Party against whom such waiver is sought to be enforced and makes specific reference to this Agreement, and this Agreement may only be amended in writing signed by the Parties hereto.

11. In the event that any one of the provisions of this Agreement is invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein will not in any way be affected or impaired thereby.

12. Wherever the singular, or masculine or neuter is used herein, the same is to be construed as meaning the plural or the feminine or body corporate or vice-versa where the context or the hereto so require and, if any Party is more than one person, the covenants and agreements by such Party are to be joint as well as several.

13. This Agreement will be governed by and construed and enforced in accordance with, and the right of the Parties shall be governed by, the laws of the State of Nevada.

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14. This Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.

15. Time is of the essence of this Agreement.

16. The recitals to this Agreement shall be deemed to be, representations or statements of fact by the Parties.

IN WITNESS WHEREOF the parties hereto have hereunto set their hands and seals as of the date first hereinbefore mentioned.

BENEFICIARY:

TRYX VENTURES INC.

Per:/s/ Xxxxxxxxxx Xxxxxx

Authorized Signatory

TRUSTEE:

ATLAS ENERGY CORP.

Per:/s/ Xxxxxx XxXxxxxxx

Authorized Signatory

This is page four of a four page Declaration of Trust, between ATLAS ENERGY CORP. as Trustee and TRYX VENTURES INC. as Beneficiary.

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PURCHASE, SALE AND ASSUMPTION AGREEMENT

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