This Participation Agreement (this “Agreement”) is entered into effective as of August 1, 2005 (the “Effective
Date”), by and between North Finn LLC, a Wyoming limited liability company (“North Finn”), with a mailing
address of 950 Stafford, Casper, Wyoming 82609-3205, and American Oil & Gas, Inc., a Nevada corporation
(“AOG”), with a mailing address of 1050 – 17 th Street, Suite 1850, Denver, Colorado 80265. North Finn and
AOG may be referred to individually herein as a “Party” and collectively as the “Parties”.
A. North Finn and AOG own oil and gas working interests (25% and 75%, respectively) in the Project Lands
B. AOG has agreed to fund 60% of North Finn’s share of the costs to develop the Project Lands and may
earn or acquire additional working interests therein by drilling oil and gas wells thereon subject to the terms and
conditions of this Agreement.
NOW THEREFORE, the Parties agree as follows:
The lands in which AOG may earn or acquire additional working interests pursuant to this Agreement (herein
referred to collectively as the “Project Lands”) shall be the lands included in the Projects described on Exhibit
“A” attached hereto.
Promptly following the Parties’ execution of this Agreement, AOG shall pay North Finn, via federal funds
transfer to an account designated by North Finn, Five Hundred Thirty-Five Thousand Dollars ($535,000.00) as
cash consideration for North Finn entering into this Agreement. Such payment shall be non-refundable in all
During the Term of this Agreement (as defined in Article 4), AOG shall pay for ninety percent (90%) of all of
the costs and expenses pertaining to the Project Lands (collectively, the “Project Costs”) (i.e., the costs
attributable to its 75% working interest in the Project Lands and 60% of the costs attributable to North Finn’s