PURCHASE AND SALE AGREEMENT
(Richland County, Montana)
This Purchase and Sale Agreement (this “Agreement”) is made and entered into this ..... day of March, 2006,
by and between American Oil & Gas, Inc. (“American”), a Nevada corporation whose address is 1050
Seventeenth Street, Suite 1850, Denver, Colorado 80265, and Enerplus Resources (USA) Corporation
(“Enerplus”), a Delaware corporation whose address is 1700 Lincoln Street, Suite 1300, Denver, Colorado
80203. American and Enerplus may be referred to individually as a “Party” or collectively as the “Parties.”
A. American wishes to sell certain of its Assets, as defined in Section 1.2 below.
B. Enerplus (i) has conducted an independent investigation of the nature and extent of the Assets, (ii) will
conduct further due diligence on the Assets after execution of this Agreement, and (iii) wishes to purchase the
C. Enerplus and American wish to accomplish the foregoing under the terms of this Agreement.
In consideration of the mutual promises contained herein, Enerplus and American agree as follows:
PURCHASE AND SALE OF THE ASSETS
1.1 Purchase and Sale . American agrees to sell and Enerplus agrees to purchase the Assets pursuant to the
terms of this Agreement, with such purchase and sale effective as of 7:00 a.m., Mountain Time on February 1,
2006 (the “Effective Time”).
1.2 The Assets . As used herein, the term “Assets” means the entire right, title and interest of American in and
to the following:
(a) The leasehold estates created by the oil and gas leases described in Schedule 1.2(a) (collectively, the
“Leases”), together with all contract rights and privileges; surface, reversionary or remainder interests; and all
other interests associated with the Leases.
(b) The oil and gas wells specifically described in Schedule 1.2(b) (collectively, the “Wells”), together with
all equipment, fixtures, improvement