AMENDMENT NO. ONE TO THE STOCK PURCHASE AGREEMENT

Exhibit 2.1

AMENDMENT NO. ONE
TO THE
STOCK PURCHASE AGREEMENT

THIS AMENDMENT NO. ONE to the Stock Purchase Agreement (the “Purchase Agreement”) dated November 29, 2005, is by and among Xxxx Petroleum, Inc., a Delware corporation (“Purchaser”), W.O. Energy of Nevada, Inc., a Nevada corporation (“Company”), the Estate of Miles X’Xxxxxxxx, and Xxxxx Xxxxx (collectively, “Sellers”).

W I T N E S S E T H:

WHEREAS, Purchaser, the Company and Sellers previously entered into the Purchase Agreement, pursuant to which the Sellers agreed to sell all of the outstanding shares of the Company to Purchaser; and

WHEREAS, Purchaser, the Company and Sellers desire to amend the Purchase Agreement to modify the terms regarding the sale of Purchaser Restricted Stock, as defined in the Purchase Agreement.

NOW, THEREFORE, in consideration of the foregoing and all other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Purchaser, the Company and Sellers agree as follows:

1.             Paragraph 2.4(b) is hereby amended by striking said paragraph and substituting in lieu thereof the following:

(b)  If the Purchaser Restricted Stock is registered for resale pursuant to the Securities Act or the sale of the Purchaser Restricted Stock is exempt from registration under the Securities Act, in any ninety (90) day period, the holders of shares of Purchaser Restricted Stock may sell, transfer or otherwise dispose of a maximum of 15% of the total number of shares of Purchaser Restricted Stock such holder received in connection with the transactions contemplated herein. Such shares of Purchaser Restricted Stock shall have the rights set forth in the Registration Rights Agreement.

2.             Paragraph 4.4(e) is hereby amended by striking said paragraph and substituting in lieu thereof the following:

(e)  If the Purchaser Restricted Stock is registered for resale pursuant to the Securities Act or the sale of the Purchaser Restricted Stock is exempt from registration under the Securities Act, in any ninety (90) day period, the holders of shares of Purchaser Restricted Stock may sell, transfer or otherwise dispose of a maximum of 15% of the total number of shares of Purchaser Restricted Stock such holder received in connection with the transactions contemplated herein.

3.             The parties hereby confirm that, except to the extent specifically amended hereby, the provisions of the Purchase Agreement shall remain unmodified and the Purchase Agreement as so amended is hereby confirmed as being in full force and effect.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. One to the Stock Purchase Agreement to be executed by the undersigned as of this 13^th day of May, 2006.

	XXXX PETROLEUM, INC.,
	a Delware corporation
	By:	/s/ S. Xxxxxxx Xxxxxxx
	Name: S. Xxxxxxx Xxxxxxx
	Title:  Chairman and CEO
	W.O. ENERGY OF NEVADA, INC., a Nevada corporation
	By:	/s/ S. Xxxxxxx Xxxxxxx
	Name: S. Xxxxxxx Xxxxxxx
	Title: President
	ESTATE OF MILES X’XXXXXXXX
	By:		/s/ Xxxxx X. Xxxxx Independent Executor
	Name: Xxxxx X. Xxxxx
	Title: Independent Executor
	/s/ Xxxxx Xxxxx
	XXXXX XXXXX