PURCHASE AGREEMENT
THIS AGREEMENT made as of the 20th day of February, 2006, BETWEEN:
XXXXXXX OIL & GAS PROPERTIES, INC., a body corporate with an office
in Houston, Texas, (hereinafter referred to as "Assignor")
-and-
DYNAMIC RESOURCES CORP. a body corporate, with an office in Las
Vegas, Nevada, (hereinafter referred to as "Assignee")
WHEREAS:
A. Assignor is the holder of the sublease described as the assignment of
Oil, Gas and Mineral Lease (the "Assignment") attached as Schedule "A"
hereto (such sublease, including all amendments thereto, if any,
hereinafter referred to as the "Sublease"):
B. Assignor has agreed to execute such Assignment of the Sublease to
Assignee pursuant to the terms and conditions set forth therein and in
accordance with the terms hereof,
NOW THEREFORE in consideration of the premises hereto and the covenants
and agreements hereinafter set forth and contained, the Parties hereto
covenant and agree as follows:
1. Assignor shall execute the Assignment, effective as of the 21st day of
February,
2006, in consideration of the payment by the Assignee of US$277,680.28
and by the issuance of 2,500,000 shares of the Assignee.
2.The 2,500,000 shares shall be issued and delivered to the following:
1,250,000- Rylar & Associates, 00000 Xxxxx Xxxx, Xxxxxxx, XX 00000
1,250,000- Xxxxx Xxxxxx, 0 X Xxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, XX
00000
3. The Assignor is the legal and beneficial owner of the Sublease, its
interest is unencumbered and it has the unfettered right to enter into
this agreement and the Assignment.
4. The convenants, representations, warranties and indemnities contained in
the Assignment are incorporated herein as fully and effectively as if
they were set out herein and there shall not be any merger of any
covenant, representation, warranty
or indemnity contained in the Assignment by virtue of the execution and
delivery hereof, any rule of law, equity or statute to the contrary
notwithstanding.
5. This Agreement shall, in all respects, be subject to and interpreted,
construed and enforced in accordance with and under the laws of the
Province of Alberta and shall, in every regard, be treated as a contract
made in the Province of Alberta. The Parties hereto irrevocably submit
to the jurisdiction of the courts of the Province of Alberta in respect
to all matters arising out of the Agreement.
6. This Agreement shall be binding upon and shall endure to the benefit of
each of the Parties hereto and their respective administrators, trustees,
receivers, successors and assigns.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of
the date first above written.
XXXXXXX OIL & GAS PROPERTIES, INC.
Per: /s/ Xxxxxxx X. Newport
----------------------
Xxxxxxx X. Newport
DYNAMIC RESOURCES CORP.
Per: /s/ Xxxxxx Xxxxx
----------------
Xxxxxx Xxxxx
