Re: Purchase of Working Interest in the Liberty #1 Well and Nephi Prospect

Exhibit 10.4

Xxxxx XxxXxxx 0000 Xxxxxx Xxxxxxxx Xxxxxx, Xxxxxxx Xxxxxx X0X 0X0 December 16, 2010

Re: Purchase of Working Interest in the Liberty #1 Well and Nephi Prospect

Dear Xxxxx:

This letter will serve to confirm our understanding and agreement for the purchase by you from Xxxxxx Petroleum, Inc. (“HPI”) of a 0.50% working interest (“WI”), carried in the Liberty #1 Well only to the tanks, and “head’s up” as to all costs thereafter under the JOA in the Nephi Prospect (the “CWI”), as follows:

Sale of Interest.  You hereby agree to purchase, and HPI hereby agrees to sell, assign and convey to you, a 0.50% CWI as described above in the Liberty #1 Well, and 0.50% WI in the leases described below, subject to the conditions of the subscription agreement, original term sheet, and the joint operating agreement (JOA) to which you are already a signatory as non-operator. The purchase price of the interest shall be $30,000, payable to HPI by wire transfer on Monday, December 20, 2010.

Xxxx leases, N/2 Section 34, T12S, R1E, SLB&M, Juab County, Utah, comprising approximately 320 acres; 75.0% NRI

Freedom Oil & Gas lease, W/2 SW/4, T12S, R1E, SLB&M, Juab County, Utah, comprising approximately  127 acres; 75.0% NRI

Should this meet your understanding and agreement, please sign and date below.  We appreciate your continued support on this project.

	Very truly yours,
	By:	/s/ Xxxxxxx X. Xxxxxx
		Xxxxxxx X. Xxxxxx, President/CEO

ACCEPTED & AGREED:

By:	/s/ Xxxxx XxxXxxx		Dated: December 16, 2010
	Xxxxx XxxXxxx

00 X. Xxxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxx Xxxx, Xxxx 00000 • Office 801.519.8500