AGREEMENT TO PURCHASE
THIS AGREEMENT, entered into as of January 26, 2001, between William R. Berry II and Deborah M. Olson
(herein collectively the "SELLER") and Ivanhoe Energy (USA) Inc. ("IVANHOE"), a corporation organized
under the laws of the State of Nevada (d.b.a. USA Ivanhoe Inc. in California). Seller and Purchaser are
sometimes individually referred to herein as a "Party" and collectively as the "Parties".
Ivanhoe and Seller have agreed that Ivanhoe, or a designated affiliate, (the "PURCHASER") would acquire from
Seller, and Seller would sell to Purchaser, all of the issued and outstanding shares of capital stock of Digital
Petrophysics, Inc., a California corporation ("DPI"), subject to the terms and conditions herein specified.
1. STOCK PURCHASE AGREEMENT
A. The Parties shall promptly prepare, negotiate and execute a mutually agreeable Stock Purchase Agreement for
the purchase by Purchaser of all of the issued and outstanding capital stock of DPI ("DPI STOCK"). The Stock
Purchase Agreement will contain terms, representations, warranties and conditions normally found in such
agreements. No such terms shall be inconsistent with the terms set out in this agreement. Except as provided in
paragraph 1. B. herein, the Stock Purchase Agreement will also contain a provision that Seller will not obtain
overriding royalty ("ORRI") or other interests in competition with Purchaser in areas described in the "Enclosure
A Lost Hills Deep Prospect AMI" to the January 18th 1999 "First Amendment and Clarification of Provisions",
to the "Diatom/Aera Exploration Agreement dated May 1, 1998", below the base of the MacDonald Shale.
B. For disclosure purposes only, Seller represents that DPI may presently own certain rights to interests in oil and
gas leases that were outside of the working interest partners' interest in the Almond Flank Participation
Agreement, dated August 1, 1996 ("AFPA"), AMI at the time leases were taken. These interests, if any, will be
assigned out of DPI prior