0001140361-08-015061 Sample Contracts

PARTICIPATION AND EXCLUSIVITY AGREEMENT
Participation and Exclusivity Agreement • June 16th, 2008 • Gulf Western Petroleum Corp • Crude petroleum & natural gas • Texas

This PARTICIPATION AND EXCLUSIVITY AGREEMENT (the “Agreement”) is made among Amerpro Industries US Ltd. (the “Participant”), a wholly owned subsidiary of Amerpro Industries, Inc. (the “Parent”), Gulf Western Petroleum Corporation (“GWPC”) and Caskids Operating Company (“Operator”) and is effective June 10, 2008 (the “Effective Date”). Participant and GWPC are each a “Party” and collectively “Parties”. In addition to granting an exclusive option to Participant to participate in drilling on the Lease, this Agreement sets forth the terms, conditions, and consideration of Participant for its evaluation of: (a) GWPC’s interests in and to that certain oil, gas and mineral lease (the “Lease”) covering certain lands (the “Prospect Area”) located in Wharton County, Texas, as described on the attached Exhibit “A”; (b) the Lease; and (c) title to the Prospect Area, and its subsequent participation in the drilling and completion of certain oil and/or gas wells upon the Prospect Area.

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