BILL OF SALE AND AGREEMENT

XXXX
      OF SALE AND AGREEMENT

THIS
      XXXX
      OF SALE AND AGREEMENT is made and entered into this 1st Day of July, 2006,
      by
      and between Texas Energy, Inc., a Nevada Corporation ("Seller") and Sundial
      Resources, a ________________________________ ("Buyer"), as
      follows:

WITNESSETH:

WHEREAS,
      Seller represents that Seller is the owner of the property and equipment located
      on the xxxxx and listed in Exhibit "A" attached hereto and made a part
      hereof.

WHEREAS,
      Buyer desires to acquire, and Seller desires to sell to Buyer, all materials,
      fixtures, equipment, and other personal property located in on or appurtenant
      to
      said xxxxx and property (hereinafter sometimes referred to as "Said
      Property");

NOW
      THEREFORE, for and in consideration of the sum of Ten Dollars ($10.00) and
      other
      good and valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, Seller does hereby grant, bargain, sell, transfer, and convey
      unto
      Buyer all of materials, fixtures, equipment, and other personal property located
      in, on or appurtenant to Said Property.

1. Buyer
      agrees by accepting this Xxxx of Sale, to assume responsibility for the well
      bores and the risk, cost and expense of future operations, including plugging
      and abandoning the well bores. Buyer agrees for himself, his heirs and assigns,
      that it shall, in a timely and good and workmanlike manner and at this sole
      risk
      and expense, properly plug and abandon the above described xxxxx and promptly
      thereafter remove all the Said Property from the premises and restore the
      surface around the well to its natural condition, all in accordance with the
      terms of the applicable leases and the rules and regulations of any governmental
      agency of authority having jurisdiction thereof.

2. Buyer,
      for itself, its heirs and assigns, shall indemnify, defend, and hold Seller,
      Seller's agents and employees harmless from and against any and all loss, cost,
      expense, and claims for damages of every kind and character to persons or
      property arising out of, or in connection with, the operations conducted by
      Buyer.

3. Except
      as
      specifically stated in this contract, Seller hereby specifically disclaims
      any
      warranty, guaranty, or representation, oral or written, past, present, or
      future, as to, or concerning (I) the nature and condition of Said Property,
      (II)
      the manner, construction, condition and state of repair or lack of repair of
      any
      improvements located thereon, the nature and extent of any right-of-way, lease
      lien, encumbrance, license, reservation, condition or otherwise, and (III)
      the
      compliance of Said Property with any laws, rules, ordinances or regulations
      of
      any government or other body.

4. The
      conveyance of Said Property as provided for herein is made on an "AS IS" basis,
      and Buyer expressly acknowledges, warrants, and represents to Seller that no
      representations have been made by Seller, its agents, or employees in order
      to
      induce Buyer to enter into this Xxxx of Sale and Agreement other than as
      expressly stated herein.
5. Assignor
      and Assignee hereby agree to execute any document reasonably necessary to
      effectuate this transaction. Said documents may include a clarification of
      legal
      descriptions, lease descriptions, property descriptions, and/or personal
      property descriptions.

6. This
      Assignment is made without warranty of title, express or implied. 

7.
       When
      the
      context requires, singular nouns and pronouns include the plural.

THIS
      INSTRUMENT may be executed in any number of counterparts, each of which shall
      be
      considered as an original for all purposes.

IN
      WITNESS WHEREOF: the parties hereto have executed this Xxxx of Sale and
      Agreement the day year first hereinabove written, but effective as the 1st
      day
      of July, 2006.

              BUYER: 
Sundial
                  Resources

              SELLER: 
Texas
                  Energy, Inc.

              By:
                  
              ,
                its 
                        
              By:
                  
              ,
                its 
                          
              THE
                    STATE OF TEXAS
COUNTY
                    OF XXXX

BEFORE
      ME, the undersigned authority, on this day personally appeared
      __________________, known to me to be the identical person whose name is
      subscribed to the foregoing instrument, and acknowledged to me that he executed
      the same for the purposes and consideration therein expressed, and in the
      capacity therein stated.

              NOTARY
                  PUBLIC, STATE OF TEXAS

              STATE
                    OF TEXAS
COUNTY
                    OF XXXX

BEFORE
      ME, the undersigned authority, on this day personally appeared
      __________________, known to me to be the identical person whose name is
      subscribed to the foregoing instrument, and acknowledged to me that he executed
      the same for the purposes and consideration therein expressed, and in the
      capacity therein stated.
 
            NOTARY
              PUBLIC, STATE
              OF TEXAS
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BILL OF SALE AND AGREEMENT

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