PURCHASE AND SALE AGREEMENT
This PURCHASE and SALE AGREEMENT ( the "Agreement" ) is made this 17 th day of June,
2008, by and between RETAMCO OPERATING, INC. , (" Seller "), and DEJOUR ENERGY (USA)
CORP. , ( "Detour " ), and BROWNSTONE VENTURES (US) INC. , ( "Brownstone" ) (Dejour and
Brownstone, collectively, the " Buyers" ). The Buyers and Seller may be collectively referred to herein as the
"Parties" and individually as a "Party."
RECITALS
1.
The Parties entered into that certain Participation Agreement dated July 14, 2006 regarding the
Overthrust Project and the Resource Project (the "Participation Agreement");
2.
Seller now desires to assign some of the leases subject to the Participation Agreement to Fidelity
Exploration & Production Company ("Fidelity") with Fidelity becoming the new operator of such leases and to
assign other interests to Buyers;
3.
The Parties desire to assign Seller's interests in the leases identified as the Gibson Gulch, Book
Cliffs, Plateau, West Grand Valley, Rangely and Dinosaur projects (the "Subject Leases"), to Buyers; and
4.
In exchange for the foregoing interests, Buyers will pay cash and will assign all of their respective
interests in the Barcus Creek and Rio Blanco Deep prospects, including Buyers' interests in the North Barcus
Creek Number 1-12 and 2-12 wells (the "Exchange Leases"), to Seller.
5.
In consideration of their mutual promises and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Seller and Buyers agree to the purchase and sale of the oil
and gas properties described below, in accordance with the following terms and conditions:
AGREEMENT
1.
LEASES BEING SOLD: At closing, Seller shall convey, assign and transfer to Buyers all of
Seller's right, title and interest in and to the Subject Leases described on Exhibit A , which shall include but is
not limited to the following rights and interest:
(a)
All of Seller's right, title and interest in and