Burke Ranch Unit Purchase and
HOT SPRINGS RESOURCES LTD.
(”Seller” or “HSR")
PIN PARTNERS PETROLEUM LTD.
(”Buyer" or "PIN")
Made as of the 6th day of F ebruary , 2006
BURKE RANCH UNIT PURCHASE AND PARTICIPATION AGREEMENT
THIS AGREEMENT made as of the 6th day of February 2006 between HOT SPRINGS RESOURCES
LTD. ("Seller” or HSR") and PIN PARTNERS PETROLEUM LTD. ("Buyer” or “PIN") .
Whereas HSR owns the interests in lands and oil and gas leasehold interests comprising the Burke
Ranch Unit, a Federal Unit, that is subject to the terms of the Burke Ranch Unit Agreement and Unit Operating
Agreements , and to the supervision of such unit and the activities and operations thereon by the Bureau of Land
Management (BLM) of the United States Department of the Interior; such lands and leasehold interests are
hereinafter included in the definition of Subject Property in Section 1.1, and are subject only to those
encumbrances, if any, set forth in in Schedule "A";
Whereas PIN is interested in acquiring an interest in the Subject Property and otherwise participating in
development of the Subject Property on the terms and conditions set forth in this Agreement;
NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the receipt and
sufficiency of which are acknowledged by the Parties, the Parties agree as follows:
In this Agreement, unless the context otherwise requires:
"Affiliate" means, with respect to a Party to this Agreement, a company or other entity which
controls that Party, is controlled by that Party or is under common control with that Party.
"Control" means (i) the direct or indirect ownership of sufficient shares or other interests having
the right to vote to elect the senior manage