PETROLEUM AND NATURAL GAS LEASE
-------------------------------

PARCEL    LEGAL DESCRIPTION                                            HA  
-------   -------------------------------------------------------    ------

  67475   TRACT  1                                                      528
          --------
          TWP 080 RGE 19 W6M SEC 11 14

          INC : PETROLEUM AND NATURAL GAS

          DOWN TO BASE OF 36003 CHARLIE LAKE (EXCL. BELOW 'A' 
          MARKER)

          36003 CHARLIE LAKE (EXCLUDING BELOW 'A' MARKER) ZONE 
          DEFINED IN THE INTERVAL 3879.6'-4929.8' ON THE 
          SIMULTANEOUS GAMMA RAY NEUTRON LOG OF THE WELL W.A. 
          376 11-23-81-22 W6M

          THE PARCEL OVERLAPS WITH THE TRADITIONAL TERRITORY OF 
          TREATY 8 FIRST NATIONS. FOLLOWING THE DECISION OF THE 
          BRITISH COLUMBIA SUPREME COURT IN YAHEY V BRITISH 
          COLUMBIA, ANY ADDITIONAL SURFACE DISTURBANCE IS 
          SUBJECT TO A CUMULATIVE EFFECTS ANALYSIS.  SURFACE 
          DISTURBANCE, INCLUDING ACCESS AND WELLSITE 
          CONSTRUCTION, MAY BE UNNECESSARY OR RESTRICTED IN 
          ORDER TO AVOID OR MINIMIZE CUMULATIVE IMPACTS ON FIRST 
          NATION AND ENVIRONMENTAL VALUES. APPLICATIONS FOR OIL 
          AND GAS ACTIVITIES MAY BE DENIED BASED ON IMPACTS TO 
          THESE VALUES.
          ACCESS AND CONSTRUCTION RESTRICTIONS MAY APPLY. PRIOR 
          TO ON-THE-GROUND ACTIVITY, CONTACT THE APPROPRIATE 
          PROVINCIAL MINISTRY FOR APPLICABLE MANAGEMENT AND 
          PROTECTION MEASURES TO MINIMIZE DISTURBANCE AND 
          ADDRESS THE FOLLOWING (NOT LIMITED TO):
          - CRITICAL WILDLIFE/FISHERIES VALUES; HABITAT IMPACT 
          ASSESSMENT MAY BE REQUIRED PRIOR TO ACCESS OR 
          DEVELOPMENT
          - RANGE ACT TENURE(S)
          - OLD GROWTH MANAGEMENT AREA
          - MINERAL, COAL AND/OR PLACER RESERVES
          THE MINISTRY OF TRANSPORTATION AND INFRASTRUCTURE 
          (MOTI) HAS ADVISED THAT PERMITTING AND APPROVAL FROM 
          MOTI IS REQUIRED AS OUTLINED ON THEIR WEBSITE, WHICH 
          INCLUDES BUT IS NOT LIMITED TO ANY PROPOSED USE WITHIN 
          MOTI PUBLIC HIGHWAY DEDICATION. FOR MORE INFORMATION, 
          CONTACT MOTI.
          PARCEL WITHIN OR PARTIALLY WITHIN THE AGRICULTURAL 
          LAND RESERVE (ALR); RESTORATION OF SURFACE SOIL ON 
          DISTURBED AREAS REQUIRED. PRECAUTIONS REQUIRED TO 
          PREVENT THE INTRODUCTION OR SPREAD OF INVASIVE PLANTS 
          AND PLANT DISEASES. USE OF ALR LANDS FOR INDUSTRY 
          OTHER THAN AGRICULTURE MAY REQUIRE REVIEW AND APPROVAL 
          BY THE AGRICULTURAL LAND COMMISSION.
          THE PARCEL IS LOCATED WITHIN OR PARTIALLY WITHIN A 
          LIVESTOCK DISTRICT, WHERE LIVESTOCK ARE PERMITTED TO 


                                   PAGE     1
PETROLEUM AND NATURAL GAS LEASE
-------------------------------

PARCEL    LEGAL DESCRIPTION                                            HA  
-------   -------------------------------------------------------    ------

          BE AT LARGE. THE PROPONENT IS RESPONSIBLE TO KEEP 
          LIVESTOCK AWAY THROUGH APPROPRIATE FENCING. FOR MORE 
          INFORMATION, CONTACT THE MINISTRY OF AGRICULTURE AND 
          FOOD.
          RECORDED AND POTENTIAL ARCHAEOLOGICAL SITES EXIST; 
          ARCHAEOLOGICAL IMPACT ASSESSMENT MAY BE REQUIRED.
          PARCEL IS LOCATED WITHIN HORN RIVER, MONTNEY OR 
          CORDOVA EMBAYMENT BOUNDARIES IN WHICH SHALE GAS 
          RECOVERY AND TECHNOLOGY IS ANTICIPATED; PARTICIPATION 
          IN A WATER OR ACCESS PLANNING PROCESS WITH OTHER 
          TENURE HOLDERS MAY BE REQUIRED TO COORDINATE 
          ACTIVITIES, EXPLORATION AND DEVELOPMENT.
          HOLDING TENURE DOES NOT GUARANTEE THE ISSUANCE OF A 
          PERMIT TO CONDUCT OIL AND GAS ACTIVITY. TENURE HOLDERS 
          MUST APPLY FOR ACTIVITY PERMITS FROM THE BC ENERGY 
          REGULATOR (REGULATOR) UNDER THE ENERGY RESOURCE 
          ACTIVITIES ACT AND/OR FROM OTHER AGENCIES WHERE 
          APPLICABLE. THE REGULATOR MAY DENY PERMIT APPLICATIONS 
          OR MAY IMPOSE CONDITIONS ON ACTIVITY PERMITS.
          THE BC ENERGY REGULATOR (BCER) REQUIRES PROPONENTS TO 
          CONDUCT PRE-ENGAGEMENT WITH AFFECTED FIRST NATIONS 
          WHEN PLANNING ENERGY RESOURCE ACTIVITIES. PROPONENTS 
          MUST SUBMIT A PRE-ENGAGEMENT RECORD WITH ANY 
          APPLICATION TO THE BCER FOR ENERGY RESOURCE ACTIVITIES 
          WITHIN THIS TENURE. FOR MORE INFORMATION, REFER TO THE 
          BCER PRE-ENGAGEMENT GUIDANCE DOCUMENT.

          TERM           :    5  YEARS
          FEES           :     $500.00
          RENT PER HA    :       $7.50

          NO FURTHER TRACTS                      REF.NO. 2412002

---------------------------------------------------------------------------

  67476   TRACT  1                                                      264
          --------
          TWP 080 RGE 20 W6M SEC 21

          INC : PETROLEUM AND NATURAL GAS

          DOWN TO BASE OF 34011 ARTEX-HALFWAY-DOIG

          34011 ARTEX-HALFWAY-DOIG (BASE 'A' MARKER TO BASE DOIG 
          PHOSPHATE) ZONE IDENTIFIED IN THE INTERVAL 
          1674.5M-1944.7M ON THE PHOTO-DENSITY DUAL SPACED 
          NEUTRON LOG AND THE ARRAY INDUCTION LOG OF THE WELL 
          W.A. 24456 1-28-81-20 W6M

          THE PARCEL OVERLAPS WITH THE TRADITIONAL TERRITORY OF 
          TREATY 8 FIRST NATIONS. FOLLOWING THE DECISION OF THE 


                                   PAGE     2
PETROLEUM AND NATURAL GAS LEASE
-------------------------------

PARCEL    LEGAL DESCRIPTION                                            HA  
-------   -------------------------------------------------------    ------

          BRITISH COLUMBIA SUPREME COURT IN YAHEY V BRITISH 
          COLUMBIA, ANY ADDITIONAL SURFACE DISTURBANCE IS 
          SUBJECT TO A CUMULATIVE EFFECTS ANALYSIS.  SURFACE 
          DISTURBANCE, INCLUDING ACCESS AND WELLSITE 
          CONSTRUCTION, MAY BE UNNECESSARY OR RESTRICTED IN 
          ORDER TO AVOID OR MINIMIZE CUMULATIVE IMPACTS ON FIRST 
          NATION AND ENVIRONMENTAL VALUES. APPLICATIONS FOR OIL 
          AND GAS ACTIVITIES MAY BE DENIED BASED ON IMPACTS TO 
          THESE VALUES.
          ACCESS AND CONSTRUCTION RESTRICTIONS MAY APPLY. PRIOR 
          TO ON-THE-GROUND ACTIVITY, CONTACT THE APPROPRIATE 
          PROVINCIAL MINISTRY FOR APPLICABLE MANAGEMENT AND 
          PROTECTION MEASURES TO MINIMIZE DISTURBANCE AND 
          ADDRESS THE FOLLOWING (NOT LIMITED TO):
          - CRITICAL WILDLIFE/FISHERIES VALUES; HABITAT IMPACT 
          ASSESSMENT MAY BE REQUIRED PRIOR TO ACCESS OR 
          DEVELOPMENT
          - RANGE ACT TENURE(S)
          THE MINISTRY OF TRANSPORTATION AND INFRASTRUCTURE 
          (MOTI) HAS ADVISED THAT PERMITTING AND APPROVAL FROM 
          MOTI IS REQUIRED AS OUTLINED ON THEIR WEBSITE, WHICH 
          INCLUDES BUT IS NOT LIMITED TO ANY PROPOSED USE WITHIN 
          MOTI PUBLIC HIGHWAY DEDICATION. FOR MORE INFORMATION, 
          CONTACT MOTI.
          THE PARCEL IS LOCATED WITHIN OR PARTIALLY WITHIN A 
          LIVESTOCK DISTRICT, WHERE LIVESTOCK ARE PERMITTED TO 
          BE AT LARGE. THE PROPONENT IS RESPONSIBLE TO KEEP 
          LIVESTOCK AWAY THROUGH APPROPRIATE FENCING. FOR MORE 
          INFORMATION, CONTACT THE MINISTRY OF AGRICULTURE AND 
          FOOD.
          POTENTIAL FOR ARCHAEOLOGICAL RESOURCES EXISTS; 
          ARCHAEOLOGICAL IMPACT ASSESSMENT MAY BE REQUIRED.
          PARCEL IS LOCATED WITHIN HORN RIVER, MONTNEY OR 
          CORDOVA EMBAYMENT BOUNDARIES IN WHICH SHALE GAS 
          RECOVERY AND TECHNOLOGY IS ANTICIPATED; PARTICIPATION 
          IN A WATER OR ACCESS PLANNING PROCESS WITH OTHER 
          TENURE HOLDERS MAY BE REQUIRED TO COORDINATE 
          ACTIVITIES, EXPLORATION AND DEVELOPMENT.
          HOLDING TENURE DOES NOT GUARANTEE THE ISSUANCE OF A 
          PERMIT TO CONDUCT OIL AND GAS ACTIVITY. TENURE HOLDERS 
          MUST APPLY FOR ACTIVITY PERMITS FROM THE BC ENERGY 
          REGULATOR (REGULATOR) UNDER THE ENERGY RESOURCE 
          ACTIVITIES ACT AND/OR FROM OTHER AGENCIES WHERE 
          APPLICABLE. THE REGULATOR MAY DENY PERMIT APPLICATIONS 
          OR MAY IMPOSE CONDITIONS ON ACTIVITY PERMITS.
          THE BC ENERGY REGULATOR (BCER) REQUIRES PROPONENTS TO 
          CONDUCT PRE-ENGAGEMENT WITH AFFECTED FIRST NATIONS 
          WHEN PLANNING ENERGY RESOURCE ACTIVITIES. PROPONENTS 
          MUST SUBMIT A PRE-ENGAGEMENT RECORD WITH ANY 
          APPLICATION TO THE BCER FOR ENERGY RESOURCE ACTIVITIES 
          WITHIN THIS TENURE. FOR MORE INFORMATION, REFER TO THE 


                                   PAGE     3
PETROLEUM AND NATURAL GAS LEASE
-------------------------------

PARCEL    LEGAL DESCRIPTION                                            HA  
-------   -------------------------------------------------------    ------

          BCER PRE-ENGAGEMENT GUIDANCE DOCUMENT.

          TERM           :    5  YEARS
          FEES           :     $500.00
          RENT PER HA    :       $7.50

          NO FURTHER TRACTS                      REF.NO. 2412003

---------------------------------------------------------------------------












































                                   PAGE     4



                       Parcels Offered and Hectares Summary


                                   No. Offered         Hectares
                                   -----------         --------

            Permits                          0                0
            Drilling Licences                0                0
            Leases                           2              792

            Grand Total                      2              792














































