THIS AGREEMENT, dated as of January 15, 2004 between Ensyn Group, Inc. (herein the "Seller"), an entity
organized under the laws of Delaware, Ensyn Petroleum International Ltd., a Delaware Corporation ("Ensyn")
and Ivanhoe Energy (USA) Inc. (herein the "Purchaser"), a corporation organized under the laws of the State of
Purchaser and Seller have agreed pursuant to the Heads of Agreement for Acquisition of Interest in Ensyn by
Purchaser, dated the 17th day of December 2003 ("HOA") that Purchaser, will acquire from Seller, and Seller
will sell to Purchaser, a 10% interest in Ensyn Petroleum International Ltd., a Delaware corporation ("Ensyn"),
represented by 10% of the issued and outstanding shares of capital stock of Ensyn. Seller, Ensyn and Purchaser
may sometimes individually be referred to herein as a "Party" and collectively as the "Parties."
DEFINITIONS AND INTERPRETATION
1.1 DEFINITIONS. Terms used herein with initial capitalized letters are for the purposes of this Agreement and
have the meanings ascribed to them as follows:
"AFFILIATE" means any person, partnership, joint venture, corporation or other form of enterprise which
directly or indirectly controls, is controlled by, or is under common control with, a Party. For purposes hereof,
"control" means the possession, directly or indirectly, of the power to direct or cause direction of management
and policies through ownership of voting securities, contract, voting trusts or otherwise.
"AGREEMENT" means this Stock Purchase and Shareholders Agreement, including all Schedules and Exhibits
"BUSINESS" means all the business, operations and activities of a Person.
"BUSINESS DAY" means a day on which the banks in New York, New York, are customarily open for
"CDF" means the commercial demonstration facility to demonstrate the commercial viability of Ensyn's RTP(TM)
process technology to upgrade bitumen and heavy oil.