SHARE EXCHANGE AGREEMENT Among each of: THE SHAREHOLDERS OF OAK HILLS DRILLING AND OPERATING INTERNATIONAL, INC. And: OAK HILLS DRILLING AND OPERATING INTERNATIONAL, INC. And: OAK HILLS DRILLING AND OPERATING, LLC And: LEXINGTON RESOURCES, INC....

(a)

"Agreement" means this "Share Exchange Agreement" as entered into among the Vendors, the Company, Oak Hills LLC and the Purchaser herein, together with any amendments thereto and any Schedules as attached thereto;

(b)

"Agreement In Principle" has the meaning ascribed to it in recital "D." hereinabove; a copy of which Agreement In Principle being attached hereto as Schedule "B" and forming a material part hereof;

(c)

"Arbitration Rules" means the rules of the American Arbitration Association, as amended from time to time, as set forth in Article "13" hereinbelow;

(d)

"Assignment", "Principal Sum", "Interest", "Indebtedness" and "Security" have the meanings ascribed to them in section "2.5" hereinbelow;

(e)

"Attorney" has the meaning ascribed to it in section "11.3" hereinbelow;

(f)

"Board of Directors" means, as applicable, the respective Board of Directors of the relevant Party hereto as duly constituted from time to time;

(g)

"business day" means any day during which chartered banks are open for business in the City of Las Vegas, Nevada, U.S.A.;

(h)

"Business Documentation" means any and all records and other factual data and information relating to the Company's Business interests and assets and including, without limitation, all plans, agreements and records which are in the possession or control of any of the Vendors or the Company in that respect;

(i)

"Closing" has the meaning ascribed to it in section "6.1" hereinbelow;

(j)

"Closing Date" has the meaning ascribed to it in section "6.1" hereinbelow;

(k)

"Commission" means the United States Securities and Exchange Commission;

(l)

"Company" means Oak Hills Drilling and Operating International, Inc., a company incorporated under the laws of the State of Nevada, U.S.A., or any successor company, however formed, whether as a result of merger, amalgamation or other action;

(m)

"Company Disclosure Schedule" has the meaning ascribed to it in section "2.2" hereinbelow;

(n)

"Company's Assets" means all assets, contracts, equipment, goodwill, inventory and Intellectual Property of the Company and including, without limitation, all of the property interests, assets, contracts, equipment, goodwill and inventory which are listed and described in Schedules "D" through "H" which are attached hereto and which form a material part hereof;

(o)

"Company's Business" has the meaning ascribed to it in recital "B." hereinabove;

(p)

"Company's Financial Statements" has the meaning ascribed to it in section "3.2" hereinbelow; a copy of which Company's Financial Statements being set forth in Schedule "C" which is attached hereto and which forms a material part hereof;

(q)

"Confidential Information" has the meaning ascribed to it in section "10.1" hereinbelow;

(r)

"Defaulting Party" and "Non-Defaulting Party" have the meanings ascribed to them in section "14.1" hereinbelow;

(s)

"Effective Date" has the meaning ascribed to it on the front page of this Agreement;

(t)

"Escrow Agent" has the meaning ascribed to it in section "7.1" hereinbelow;

(u)

"Execution Date" means the actual date of the complete execution of this Agreement and any amendment thereto by all Parties hereto as set forth on the front page hereof;

(v)

"Indemnified Party" and "Indemnified Parties" have the meanings ascribed to them in section "15.1" hereinbelow;

(w)

"Initial Due Diligence" has the meaning ascribed to it in section "5.1" hereinbelow;

(x)

"Intellectual Property" means, with respect to the Company, all right and interest to all patents, patents pending, inventions, know-how, any operating or identifying name or registered or unregistered trademarks and tradenames, all computer programs, licensed end-user software, source codes, products and applications (and related documentation and materials) and other works of authorship (including notes, reports, other documents and materials, magnetic, electronic, sound or video recordings and any other work in which copyright or similar right may subsist) and all copyrights (registered or unregistered) therein, industrial designs (registered or unregistered), franchises, licenses, authorities, restrictive covenants or other industrial or intellectual property used in or pertaining to the Company and including, without limitation, the items described in Schedule "D" which is attached hereto and which forms a material part hereof, and all lists of customers, documents, records, correspondence and other information pertaining to the Company;

(y)

"OTCBB" means the NASD Over-the-Counter Bulletin Board, together with its respective successors and permitted assigns as the context so requires;

(z)

"Parties" or "Party" means, respectively, the Vendors, the Company, Oak Hills LLC and the Purchaser hereto, as the case may be, together with their respective successors and permitted assigns as the context so requires;

(aa)

"person" or "persons" means an individual, corporation, partnership, party, trust, fund, association and any other organized group of persons and the personal or other legal representative of a person to whom the context can apply according to law;

(ab)

"Power of Attorney" has the meaning ascribed to it in section "11.3" hereinbelow;

(ac)

"Purchased Share" has the meaning ascribed to it in recital "C." hereinabove; the particulars of the registered and beneficial ownership of such Purchased Shares being set forth in Schedule "A" which is attached hereto;

(ad)

"Purchase Price" has the meaning ascribed to it in section "2.2" hereinbelow;

(ae)

"Purchaser" means Lexington Resources, Inc., a company incorporated pursuant to the laws of the State of Nevada, U.S.A., or any successor company, however formed, whether as a result of merger, amalgamation or other action;

(af)

"Purchaser Disclosure Schedule" has the meaning ascribed to it in section "4.1" hereinbelow;

(ag)

"Purchaser's Financial Statements" has the meaning ascribed to it in section "4.1" hereinbelow; a copy of which Purchaser's Financial Statements being set forth in Schedule "I" which is attached hereto and which forms a material part hereof;

(ah)

"Ratification" has the meaning ascribed to it in section "6.1" hereinbelow;

(ai)

"Regulation D", "Regulation S", "Rule 144", "Rule 501", "Rule 506" and "U.S. Person" have the meanings ascribed to them in the Securities Act;

(aj)

"Regulation S Certificate" and "Accredited Investor Certificate" have the meanings ascribed to them in section "4.1" hereinbelow; the proposed forms of which being attached hereto as Schedule "K" and forming a material part hereof;

(ak)

"Regulatory Approval" means the acceptance for filing, if required, of the transactions contemplated by this Agreement by the Regulatory Authorities;

(al)

"Regulatory Authority" and "Regulatory Authorities" means, either singularly or collectively as the context so requires, the OTCBB, and/or such other regulatory agencies who have or who may have jurisdiction over the affairs of the Company, the Purchaser and/or the Vendors herein and including, without limitation, and where applicable, all applicable securities commissions and again including, without limitation, the Commission, and all other regulatory authorities from whom any such authorization, approval or other action is required to be obtained or to be made in connection with the transactions contemplated by this Agreement;

(am)

"Securities" has the meaning ascribed to it in section "3.3" hereinbelow; the particulars of which outstanding Securities being set forth in Schedule "A" which is attached hereto;

(an)

"Securities Act" means the United States Securities Act of 1933, as amended, and all the Rules and Regulations promulgated under the United States Securities Act of 1933; "1934 Act" means the United States Securities Exchange Act of 1934, as amended, and all the Rules and Regulations promulgated under the United States Securities Exchange Act of 1934; and "B.C. Securities Act" means the British Columbia Securities Act, as amended, and all the Rules and Regulations promulgated under the British Columbia Securities Act;

(ao)

"Share" has the meaning ascribed to it in section "2.2" hereinbelow, and "Shares" means all Shares issued as part of the Purchase Price hereunder;

(ap)

"Subject Removal Date" has the meaning ascribed to it in section "5.1" hereinbelow;

(aq)

"subsidiary" means any company or companies of which more than 50% of the outstanding shares carrying votes at all times (provided that the ownership of such shares confers the right at all times to elect at least a majority of the board of directors of such company or companies) are for the time being owned by or held for a company and/or any other company in like relation to the company, and includes any company in like relation to the subsidiary;

(ar)

"Transfer Agent" means the Purchaser's existing registrar and transfer agent for its common shares, or any successor company, however formed, whether as a result of merger, amalgamation or other action;

(as)

"Transfer Documents" has the meaning ascribed to it in section "7.2" hereinbelow;

(at)

"U.S. Person" has the meaning ascribed to it in Regulation S under the Securities Act; and

(au)

"Vendor" or "Vendors" means, respectively, ▇▇▇▇▇ ▇. ▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Newport Capital Corporation and/or Verona Capital International, as the case may be, together with each of their respective successors and permitted assigns as the context so requires.

Schedule

Description of Schedule

Schedule "A":

Purchased Shares, Vendors and Securities;

Schedule "B"

Agreement In Principle;

Schedule "C":

Company's Financial Statements;

Schedule "D":

Company's Intellectual Property;

Schedule "E":

Company's Leases and Licenses;

Schedule "F":

Company's Contracts of Employment;

Schedule "G":

Company's Material Contracts;

Schedule "H":

Company's List of Bank Accounts etc.;

Schedule "I":

Purchaser's Financial Statements;

Schedule "J":

Purchaser's Material Contracts; and

Schedule "K":

Vendors' Certificates.

(a)

the Company and the corporate Vendors are duly incorporated under the laws of their respective jurisdictions of incorporation, are validly existing and are in good standing with respect to all statutory filings required by the applicable corporate laws;

(b)

the Company and the Vendors have the requisite power, authority and capacity to own and use all of their respective business assets and to carry on the Company's Business as presently conducted by them;

(c)

the execution and delivery of this Agreement and the agreements contemplated hereby have been duly authorized by all necessary action, corporate or otherwise, on its respective part;

(d)

there are no other consents, approvals or conditions precedent to the performance of this Agreement which have not been obtained;

(e)

this Agreement constitutes a legal, valid and binding obligation of it enforceable against it in accordance with its terms, except as enforcement may be limited by laws of general application affecting the rights of creditors;

(f)

no proceedings are pending for, and it is unaware of, any basis for the institution of any proceedings leading to its respective dissolution or winding up, or the placing of it in bankruptcy or subject to any other laws governing the affairs of insolvent companies or persons;

(g)

to the actual knowledge, information and belief of each of the Vendors and the Company, the making of this Agreement and the completion of the transactions contemplated hereby and the performance of and compliance with the terms hereof does not and will not:

(i)

if a corporation, conflict with or result in a breach of or violate any of the terms, conditions or provisions of its respective constating documents;

(ii)

conflict with or result in a breach of or violate any of the terms, conditions or provisions of any law, judgment, order, injunction, decree, regulation or ruling of any Court or governmental authority, domestic or foreign, to which it is subject, or constitute or result in a default under any agreement, contract or commitment to which it is a party;

(iii)

give to any party the right of termination, cancellation or acceleration in or with respect to any agreement, contract or commitment to which it is a party;

(iv)

give to any government or governmental authority, or any municipality or any subdivision thereof, including any governmental department, commission, bureau, board or administration agency, any right of termination, cancellation or suspension of, or constitute a breach of or result in a default under, any permit, license, control or authority issued to it which is necessary or desirable in connection with the conduct and operations of its respective business and the ownership or leasing of its respective business assets; or

(v)

constitute a default by it, or any event which, with the giving of notice or lapse of time or both, might constitute an event of default, under any agreement, contract, indenture or other instrument relating to any indebtedness of it which would give any party to that agreement, contract, indenture or other instrument the right to accelerate the maturity for the payment of any amount payable under that agreement, contract, indenture or other instrument; and

(h)

neither this Agreement nor any other document, certificate or statement furnished to the Purchaser by or on behalf of any of the Vendors or the Company in connection with the transactions contemplated hereby knowingly or negligently contains any untrue or incomplete statement of material fact or omits to state a material fact necessary in order to make the statements therein not misleading which would likely affect the decision of the Purchaser to enter into this Agreement; and

(i)

it is not aware of any fact or circumstance which has not been disclosed to the Purchaser which should be disclosed in order to prevent the representations and warranties contained in this section from being misleading or which would likely affect the decision of the Purchaser to enter into this Agreement.

(a)

save and except as set forth in Schedule "A" which is attached hereto and as set forth in the "Company Disclosure Schedule", the Vendors have good and marketable title to and are the legal and beneficial owner of all of the Purchased Shares, and the Purchased Shares are fully paid and non-assessable and are free and clear of liens, charges, encumbrances, pledges, mortgages, hypothecations and adverse claims of any and all nature whatsoever and including, without limitation, options, pre-emptive rights and other rights of acquisition in favour of any person, whether conditional or absolute;

(b)

the Vendors have the power and capacity to own and dispose of the Purchased Shares, and the Purchased Shares are not subject to any voting or similar arrangement;

(c)

there are no actions, suits, proceedings or investigations (whether or not purportedly against or on behalf of any of the Vendors or the Company), pending or threatened, which may affect, without limitation, the rights of the Vendors to transfer any of the Purchased Shares to the Purchaser at law or in equity, or before or by any federal, state, provincial, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, and, without limiting the generality of the foregoing, there are no claims or potential claims under any relevant family relations legislation or other equivalent legislation affecting the Purchased Shares. In addition, the Vendors and the Company are not now aware of any existing ground on which any such action, suit or proceeding might be commenced with any reasonable likelihood of success;

(d)

save and except as set forth in Schedule "A" which is attached hereto and as set forth in the Company Disclosure Schedule, no other person, firm or corporation has any agreement, option or right capable of becoming an agreement for the purchase of any of the Purchased Shares;

(e)

the Vendors acknowledge that the Shares will be issued under certain exemptions from the registration and prospectus filing requirements otherwise applicable under the Securities Act and, if applicable, the B.C. Securities Act, and all applicable securities laws, and that, as a result, the Vendors may be restricted from using most of the remedies that would otherwise be available to the Vendors, the Vendors will not receive information that would otherwise be required to be provided to the Vendors and the Purchaser is relieved from certain obligations that would otherwise apply to the Purchaser, in either case, under applicable securities legislation;

(f)

the Vendors realize that the sale of the Purchased Shares in exchange for the Shares will be a highly speculative investment and that the each of the Vendors should be able, without impairing that Vendor's financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss on such investment. In addition, each of the Vendors should have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the prospective investment;

(g)

the Vendors have not received, nor have any of the Vendors requested or do any of the Vendors require to receive, any offering memorandum or a similar document describing the business and affairs of the Purchaser in order to assist the Vendors in entering into this Agreement and in consummating the transactions contemplated herein;

(h)

if the Vendor is a "U.S. Person", as that term is defined in Regulation S, then such Vendor hereby certifies that:

(i)

it qualifies as an "accredited investor" as that term is defined under "Rule 501" of "Regulation D" promulgated under the Securities Act, as amended;

(ii)

it is receiving the Shares solely for its own account for investment and not with a view to or for sale or distribution of the Shares or any portion thereof and not with any present intention of selling, offering to sell or otherwise disposing of or distributing the Shares or any portion thereof in any transaction other than a transaction exempt from registration under the Securities Act;

(iii)

the entire legal and beneficial interest in the Shares it is receiving is being acquired for, and will be held for the account of, itself only and neither in whole nor in part for any other person;

(iv)

it understands that: (A) neither the sale of the Shares which it is receiving nor the Shares themselves have been registered under the Securities Act or any state securities laws, and the Shares must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; and (B) the share certificate representing the Shares will be stamped with the following legend (or substantially equivalent language) restricting transfer:

"These securities have not been registered under the United States Securities Act of 1933, as amended, or the laws of any state, and are being issued pursuant to an exemption from registration pertaining to such securities and pursuant to a representation by the security holder named hereon that said securities have been acquired for purposes of investment and not for purposes of distribution. These securities may not be offered, sold, transferred, pledged or hypothecated in the absence of registration, or the availability of an exemption from such registration. Furthermore, no offer, sale, transfer, pledge or hypothecation is to take place without the prior written approval of counsel to the company. The stock transfer agent has been ordered to effectuate transfers only in accordance with the above instructions."; and

each such U.S. Person Vendor will complete and provide the Purchaser and the Company with an executed copy of the attached form of "Accredited Investor Certificate"; which is attached hereto with Schedule "K" and which forms a material hereof; contemporaneously with the Vendor's execution of this Agreement at or before Closing;

(i)

if the Vendor is not a U.S. Person, as defined in Regulation S, then such Vendor hereby certifies that:

(i)

it is not a U.S. Person (as defined in "Rule 902" of Regulation S under the Securities Act, which definition includes, but is not limited to, any natural person resident in the United States, any corporation or partnership incorporated or organized under the laws of the United States or any estate or trust of which any executor, administrator or trustee is a U.S. Person);

(ii)

it is not acquiring any of the Shares for the account or benefit of any U.S. Person or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account of any person in any jurisdiction other than the jurisdiction as set out for its name and address as stated in Schedule "A" which is attached hereto;

(iii)

it was not offered any Shares in the United States and was outside the United States at the time of execution and delivery of this Agreement;

(iv)

it understands that the Shares have not been registered under the Securities Act and, if applicable, the B.C. Securities Act, and any applicable securities laws;

(v)

it agrees to resell the Shares only in accordance with the provisions of Regulation S, pursuant to a registration under the Securities Act, or pursuant to an available exemption from such registration, and that hedging transactions involving the Shares may not be conducted unless in compliance with the Securities Act and, if applicable, the B.C. Securities Act; and

(vi)

it understands that any certificate representing the Shares will bear a legend setting forth the foregoing restrictions; and

each such non-U.S. Person Vendor will complete and provide the Purchaser and the Company with an executed copy of the attached form of "Regulation S Certificate"; which is attached hereto with Schedule "K" and which forms a material hereof; contemporaneously with the Vendor's execution of this Agreement at or before Closing; and

(j)

the Vendors and the Company are not aware of any fact or circumstance which has not been disclosed to the Purchaser which should be disclosed in order to prevent the representations and warranties contained in this section from being misleading or which would likely affect the decision of the Purchaser to enter into this Agreement.

(a)

the Company owns and possesses and has good and marketable title to and possession of all of the Company's Business interests and the Company's Assets free and clear of all actual or threatened liens, charges, options, encumbrances, voting agreements, voting trusts, demands, limitations and restrictions of any nature whatsoever; save and except for the Indebtedness and those actual or threatened liens, charges, encumbrances, demands, limitations and restrictions which are listed in Schedule "C" which is attached hereto and which forms a material part hereof and as set forth in the Company Disclosure Schedule;

(b)

save and except as set forth in Schedule "C" which is attached hereto and as set forth in the Company Disclosure Schedule, the Company holds all licenses and permits required for the conduct in the ordinary course of the operations of the Company's Business and for the uses to which the Company's Assets have been put and are in good standing, and such conduct and uses are in compliance with all laws, zoning and other by-laws, building and other restrictions, rules, regulations and ordinances applicable to the Company and to the Company's Business and the Company's Assets, and neither the execution and delivery of this Agreement nor the completion of the transactions contemplated hereby will give any person the right to terminate or cancel any said license or permit or affect such compliance;

(c)

the presently authorized and issued share capital of the Company is as described in Schedule "A" which is attached hereto and which forms a material part hereof, and there are no other shares in the capital of the Company issued or allotted or agreed to be issued or allotted to any person. In addition, at Closing the issued share capital of the Company, together with the names and the number, class and kind of shares of the Company held by the Vendors, will be as set out in Schedule "A";

(d)

the Purchased Shares are validly issued and outstanding and fully paid and non-assessable in the capital of the Company and, save and except as set forth in Schedule "A" which is attached hereto and as set forth in the Company Disclosure Schedule, the Purchased Shares are free and clear of all actual or threatened liens, charges, options, encumbrances, voting agreements, voting trusts, demands, limitations and restrictions of any nature whatsoever;

(e)

save and except as set forth in Schedule "A" which is attached hereto and as set forth in the Company Disclosure Schedule, no other person, firm or corporation has any agreement, option or right capable of becoming an agreement for the purchase of any of the Purchased Shares or any unissued shares in the capital of the Company;

(f)

save and except as set forth in Schedule "A" which is attached hereto and as set forth in the Company Disclosure Schedule, there are no actions, suits, proceedings or investigations (whether or not purportedly against or on behalf of any of the Vendors or the Company), pending or threatened, which may affect, without limitation, the right of the Vendors to transfer the Purchased Shares to the Purchaser at law or in equity, or before or by any federal, state, provincial, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, and, without limiting the generality of the foregoing, there are no claims or potential claims under any relevant family relations legislation or other equivalent legislation affecting any of the Purchased Shares. In addition, the Vendors and the Company are not now aware of any existing ground on which any such action, suit or proceeding might be commenced with any reasonable likelihood of success;

(g)

from September 22, 2005 (that being the reference date of the Agreement In Principle) to and up to and including the Closing Date the Company has not committed to making and until the Closing Date will not make or commit itself, without the written consent of the Purchaser, to:

(i)

redeem or acquire any shares in its share capital;

(ii)

declare or pay any dividend;

(iii)

make any reduction in or otherwise make any payment on account of its paid-up capital; or

(iv)

effect any subdivision, consolidation or reclassification of its share capital;

(h)

other than as set forth in the Company Disclosure Schedule, from September 22, 2005 to and up to and including the Closing Date the Company has not committed to making and until the Closing Date will not make or commit itself, without the written consent of the Purchaser, to:

(i)

acquire or have the use of any property from a person, corporation or entity with whom it was not dealing with at arm's length; or

(ii)

dispose of anything to a person, corporation or entity with whom it was not dealing with at arm's length for proceeds less than the fair market value thereof;

(i)

other than as set forth in Schedule "A" which is attached hereto and as set forth in the Company Disclosure Schedule, from September 22, 2005 to and up to and including the Closing Date the Company has not committed to making and until the Closing Date will not make or commit itself, without the written consent of the Purchaser, to provide any person, firm or corporation with any agreement, option or right, consensual or arising by law, present or future, contingent or absolute, or capable of becoming an agreement, option or right:

(i)

to require it to issue any further or other shares in its share capital, or any other security convertible or exchangeable into shares in its share capital, or to convert or exchange any securities into or for shares in its share capital;

(ii)

for the issue and allotment of any of the authorized but unissued shares in its share capital;

(iii)

to require it to purchase, redeem or otherwise acquire any of the issued and outstanding shares in its share capital; or

(iv)

to purchase or otherwise acquire any shares in its share capital;

(j)

save and except for those matters which are listed in Schedule "C" which is attached hereto and in particular, however, without limitation, except for liabilities which are disclosed, reflected or adequately provided for in the Company's financial statements (collectively, the "Company's Financial Statements"); a copy of which Company's Financial Statements being attached hereto as Schedule "C" and forming a material part hereof; there are no other material liabilities, contingent or otherwise, existing on the Execution Date hereof in respect of which the Company may be liable on or after the completion of the transactions contemplated by this Agreement other than:

(i)

liabilities disclosed or referred to in this Agreement; and

(ii)

liabilities incurred in the ordinary course of business, none of which are materially adverse to the Company's Business, operations, affairs or financial conditions of the Company;

(k)

no dividend or other distribution by the Company has been made, declared or authorized since its incorporation, and from September 22, 2005 to and up to and including the Closing Date the Company has not committed to making and until the Closing Date will not make or commit itself, without the written consent of the Purchaser, to confer upon, or pay to or to the benefit of, any entity, any benefit having monetary value, any bonus or any salary increases except in the normal course of its business;

(l)

save and except as set forth in Schedule "C" which is attached hereto and as set forth in the Company Disclosure Schedule, there is no basis for and there are no actions, suits, judgments, investigations or proceedings outstanding or pending or, to the best of the knowledge, information and belief of each of the Vendors and the Company, after having made due inquiry, threatened against or affecting the Company at law or in equity or before or by any federal, state, municipal or other governmental department, commission, board, bureau or agency;

(m)

save and except as set forth in Schedule "C" which is attached hereto and as set forth in the Company Disclosure Schedule, the Company is not in breach of any laws, ordinances, statutes, regulations, by-laws, orders or decrees to which it is subject or which apply to it;

(n)

the Company is not a party to any collective agreement with any labour union or other association of employees, and there is no pending application for certification of any of the Company's employees as a collective bargaining unit. In addition, and to the best of the knowledge, information and belief of the Company, after having made due inquiry, the Company is not presently a party to any complaint, grievance, arbitration or other labour matter referred to any board or labour authority;

(o)

there are no pension, profit sharing, group insurance or similar plans or other deferred compensation plans affecting the Company or any of its directors, officers or employees;

(p)

the Company has not experienced, nor are any of the Vendors or the Company aware of, any occurrence or event which has had, or might reasonably be expected to have, a materially adverse affect on the Company's Business, the Company's Assets or on the results of the Company's operations;

(q)

save and except as set forth in the Company Disclosure Schedule, the Company holds or have applied for all permits, licenses, consents and authorities issuable by any federal, state, regional or municipal government or agency thereof which are necessary or desirable in connection with its operations;

(r)

save and except as set forth in the Company Disclosure Schedule, from September 22, 2005 to and up to and including the Closing Date there has been prepared and will be prepared and filed on a timely basis all federal and state income tax returns, elections and designations, and all other governmental returns, notices and reports of which the Company has, or ought reasonably to have had, knowledge required to be or reasonably capable of being filed up to and including the Closing Date, with respect to the operations of the Company, and no such returns, elections, designations, notices or reports contain or will contain any material misstatement or omit any material statement that should have been included, and each such return, election, designation, notice or report, including accompanying schedules and statements, is and will be true, correct and complete in all material respects;

(s)

save and except as set forth in the Company Disclosure Schedule, the Company has been assessed for all federal, state and municipal income tax for all years to and including its most recent taxation year, and from September 22, 2005 to and up to and including the Closing Date the Company will have paid in full or accrued in accounts all amounts (including, but not limited to, sales, use and consumption taxes and taxes measured on income and all installments of taxes) due and payable to all federal, state and municipal taxation authorities up to and including the Closing Date;

(t)

save and except as set forth in Schedule "C" which is attached hereto and as set forth in the Company Disclosure Schedule, there is not now, and there will not be by the Closing Date, any proceeding, claim or, to the best of the knowledge, information and belief of each of the Vendors and the Company, after having made due inquiry, any investigation by any federal, state or municipal taxation authority, or any matters under discussion or dispute with such taxation authorities, in respect of taxes, governmental charges, assessments or reassessments in connection with the Company, and the Vendors and the Company are not aware of any contingent tax liabilities or any grounds that could result in an assessment, reassessment, charge or potentially adverse determination by any federal, state or municipal taxation authority as against the Company;

(u)

the Company is not, nor until or at the Closing Date will it be, in breach of any provision or condition of, nor has it done or omitted to do anything that, with or without the giving of notice or lapse or both, would constitute a breach of any provision or condition of, or give rise to any right to terminate or cancel or accelerate the maturity of any payment under, any deed of trust, contract, certificate, consent, permit, license or other instrument to which it is a party, by which it is bound or from which it derives benefit, any judgment, decree, order, rule or regulation of any Court or governmental authority to which it is subject, or any statute or regulation applicable to it, to an extent that, in the aggregate, has a material adverse affect on it;

(v)

adequate provision has been made and will be made for taxes payable by the Company for the current period for which a tax return is not yet required to be filed and, to the best of the knowledge, information and belief of the Vendors and the Company, after having made due inquiry, there are no contingent tax liabilities of the Company or any grounds which would prompt a re-assessment of the Company and including, without limitation, the aggressive treatment of income and expenses in the filing of earlier tax returns by the Company;

(w)

all amounts required to be withheld for taxes by the Company from payments made to any present or former shareholder, officer, director, non-resident creditor, employee, associate or consultant has been withheld and paid on a timely basis to the property governmental body pursuant to applicable legislation;

(x)

Schedule "D" which is attached hereto and which forms a material part hereof contains an accurate and complete description of all of the Company's Intellectual Property, and the Intellectual Property does not infringe the rights of any other person;

(y)

the Company does not have and does not use any service ▇▇▇▇, tradename or trademark except as disclosed as part of the Company's Intellectual Property;

(z)

save and except as set forth in Schedule "C" which is attached hereto and as set forth in the Company Disclosure Schedule, the Company has good and marketable title to all of its Company's Intellectual Property, Company's Business, Company's Assets, properties and interests in properties, real and personal, including those reflected in the Company's Financial Statements or which have been acquired since the date of the latest Company's Financial Statements (except for those which have been transferred, sold or otherwise disposed of in the ordinary or normal course of business), free and clear of all encumbrances, and none of the Company's properties or the Company's Assets is in the possession of or under the control of any other person;

(aa)

save and except as set forth in Schedule "C" which is attached hereto and as set forth in the Company Disclosure Schedule, the Company has no equipment, other than the personal property or fixtures in the possession or custody of the Company which, as of the date hereof, is leased or is held under license or similar arrangement;

(ab)

except for the real property leases and licenses and the contracts of employment which are set forth in Schedules "E" and "F", respectively, which are attached hereto and which form a material part hereof, the Company is not party to or bound by any other material contract, whether oral or written, other than the contracts and agreements as set forth in Schedule "G" which is attached hereto and which forms a material part hereof;

(ac)

as to the contracts listed in Schedule "G" which is attached hereto:

(i)

each such contract is in full force and effect and unamended;

(ii)

no material default exists in respect thereof on the part of either the Company or any other party thereto;

(iii)

each such contract does not involve the Vendors or any non-arm's length party except where described; and

(iv)

neither the Vendors nor the Company is aware of any intention on the part of any other party thereto to terminate or materially alter any such contract;

(ad)

the Company has no consulting or employment agreements, whether written or otherwise, except for those which are set forth in Schedule "F" which is attached hereto;

(ae)

Schedule "H" which is attached hereto and which forms a material part hereof is a true and complete list showing the name of each bank, trust company or similar institution in which the Company has accounts or safety deposit boxes, the identification numbers of each such account or safe deposit box, the names of all persons authorized to draw therefrom or to have access thereto and the number of signatories required on each account. In addition, Schedule "H" also includes a list of all non-bank account numbers, codes and business numbers used by the Company for the purposes of remitting tax, dues, assessments and other fees;

(af)

the Company maintains, and has maintained, insurance in force against loss on the Company's Assets, against such risks, in such amounts and to such limits, as is in accordance with prudent business practices prevailing in its line of business and having regard to the location, age and character of its properties and the Company's Assets, and has complied fully with all requirements of such insurance, including the prompt giving of any notice of any claim or possible claim thereunder, and all such insurance has been and is with insurers which the Company believes to be responsible;

(ag)

the Company utilizes no product warranties, guarantees or product return policies;

(ah)

the most recently completed and consolidated management prepared Company's Financial Statements as at December 31, 2005 are true and correct in every respect and present fairly the financial position of the Company as at its most recently completed financial period and the results of its operations for the period then ended; a copy of said Company's Financial Statements being attached hereto as Schedule "C";

(ai)

the Company's Financial Statements and the books and records of the Company are true and correct in every material respect, fairly reflect the Company's Business, property, the Company's Assets and the financial position of the Company as at the date of the Company's Financial Statements and any such books and records and the results of the operations for the period then ended, and there have been no adverse changes in the Company's Business or affairs of the Company since the date of the Company's Financial Statements and any such books and records;

(aj)

since December 31, 2005:

(i)

there has not been any material adverse change in the financial position or condition of the Company or any damage, loss or other change in circumstances materially affecting the Company's Business or properties or the Company's right or capacity to carry on business;

(ii)

the Company has not waived or surrendered any right of material value;

(iii)

the Company has not discharged or satisfied or paid any lien or encumbrance or obligation or liability other than current liabilities in the ordinary course of business; and

(iv)

the Company's Business has been carried on in the ordinary course;

(ak)

save and except for those matters which are listed in Schedule "C" which is attached hereto and as set forth in the Company Disclosure Schedule, there are no liabilities, contingent or otherwise, of the Company not disclosed or reflected in the Company's Financial Statements, except those incurred in the ordinary course of business of the Company since December 31, 2005;

(al)

save and except as set forth in Schedule "C" which is attached hereto and as set forth in the Company Disclosure Schedule, and save and except for the Indebtedness, no payments of any kind have been made or authorized by or on behalf of the Company to or on behalf of the Vendors or to or on behalf of any directors, officers, shareholders or employees of the Company or under any management agreements with the Company other than in the ordinary course of business;

(am)

except as otherwise provided for herein, the Vendors and the Company have not retained, employed or introduced any broker, finder or other person who would be entitled to a brokerage commission or finder's fee arising out of the transactions contemplated hereby;

(an)

save and except for those matters which are listed in Schedule "G" which is attached hereto, the Company does not have any contracts, agreements, undertakings or arrangements, whether oral, written or implied, with employees, lessees, licensees, managers, accountants, suppliers, agents, distributors, directors, officers, lawyers or others which cannot be terminated, without penalty, on no more than 12 month's notice;

(ao)

save and except as set forth in Schedule "C" which is attached hereto and as set forth in the Company Disclosure Schedule, neither the Vendors, nor any directors, officers or employees of the Company, are now indebted or under obligation to the Company on any account whatsoever other than in the ordinary course of business;

(ap)

all material transactions of the Company and including, without limitation, all directors' and shareholders' resolutions, have been promptly and properly recorded or filed in or with its books and records;

(aq)

the Vendors and the Company have the full authority and capacity required to enter into this Agreement and to perform their respective obligations hereunder;

(ar)

the present and sole director and officer of the Company is as follows:

Name

Position with the Company

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

President, Secretary and sole director;

(as)

prior to the "Subject Removal Date" the Company will have obtained all authorizations and approvals or waivers that may be necessary or desirable in connection with the transactions contemplated in this Agreement, and other actions by, and have made all filings with, any and all Regulatory Authorities, if applicable, from whom any such authorization, approval or other action is required to be obtained or to be made in connection with the transactions contemplated herein, and all such authorizations, approvals and other actions will be in full force and effect, and all such filings will have been accepted by the Company which will be in compliance with, and have not committed any breach of, any securities laws, regulations or policies of any Regulatory Authority to which the Company may be subject;

(at)

save and except as set forth in Schedule "C" which is attached hereto and as set forth in the Company Disclosure Schedule, the Company has not committed to making and until the Closing Date will not make or commit itself, without the written consent of the Purchaser, to:

(i)

guarantee, or agree to guarantee, any indebtedness or other obligation of any person or corporation;

(ii)

other than the payment of ordinary course obligations, make any single operating or capital expenditures in excess of U.S. $50,000.00; or

(iii)

waive or surrender any right of material value;

(au)

until the Closing Date the Company will:

(i)

maintain its Company's Business and assets in a manner consistent with and in compliance with applicable law; and

(ii)

not enter into any material transaction or assume or incur any material liability outside the normal course of its business;

(av)

the Company has not committed to making and until the Closing Date will not make or commit itself, without the written consent of the Purchaser, to:

(i)

declare or pay any dividend, or make any distribution of its properties or assets to its shareholders, or purchase or retire any of its shares;

(ii)

sell all or any part of its Company's Business or assets or agree to do or perform any act or enter into any transaction or negotiation which could reasonably be expected to interfere with this Agreement or which would render inaccurate any of the representations, warranties and covenants set forth in this Agreement; or

(iii)

merge, amalgamate or consolidate into or with any entity, or enter into any other corporate reorganization;

provided, however, that the provisions hereof shall not preclude the Company, pending the Closing or the termination of this Agreement, whichever shall first occur, from carrying on its business in the normal course thereof;

(aw)

the Company will, for a period of at least five business days prior to the Closing Date, during normal business hours:

(i)

make available for inspection by the counsel, auditors and representatives of the Purchaser, at such location as is appropriate, all of the Company's books, records, contracts, documents, correspondence and other written materials, and afford such persons every reasonable opportunity to make copies thereof and take extracts therefrom at the sole cost of the Purchaser; provided such persons do not unduly interfere in the operations of the Company;

(ii)

authorize and permit such persons at the risk and the sole cost of the Purchaser, and only if such persons do not unduly interfere in the operations of the Company, to attend at all of its respective places of business and operations to observe the conduct of its business and operations, inspect its properties and assets and make physical counts of its inventories, shipments and deliveries; and

(iii)

require the Company's management personnel to respond to all reasonable inquiries concerning the Company's Business and assets or the conduct of its business relating to its liabilities and obligations;

(ax)

the Vendors and the Company will give to the Purchaser, within at least five business days prior to the Closing Date, by written notice, particulars of:

(i)

each occurrence within the Vendors' and the Company's knowledge after the Execution Date of this Agreement that, if it had occurred before the Execution Date, would have been contrary to any of the Vendors' or the Company's respective representations or warranties contained herein; and

(ii)

each occurrence or omission within the Vendors' and the Company's knowledge after the Execution Date that constitutes a breach of any of the Vendors' or the Company's respective covenants contained in this Agreement;

(ay)

the Indebtedness and the Security related thereto are due and valid obligations of each of the Company and Oak Hills, no other person, firm or corporation has any agreement, option or right capable of becoming an agreement for the purchase or assignment of any such Indebtedness and Security and all necessary steps and corporate proceedings will be taken by the Company and Oak Hills LLC to permit the proposed Assignment by the Company to the appropriate Vendors of the entire Indebtedness and the Security related thereto, and in proportion to each such Vendor's original unsecured loan and seed capital funding of the Company, as at the Closing Date;

(az)

each of the attached Schedules contains all material information for each particular Schedule listed therein and there are no omissions of material information by the Company; and

(ba)

the Vendors and the Company are not aware of any fact or circumstance which has not been disclosed to the Purchaser which should be disclosed in order to prevent the representations and warranties contained in this section from being misleading or which would likely affect the decision of the Purchaser to enter into this Agreement.

(a)

the Purchaser is a corporation duly incorporated under the laws of its jurisdiction of incorporation, is validly existing and is in good standing with respect to all statutory filings required by the applicable corporate laws;

(b)

the Purchaser has the requisite power, authority and capacity to own and use all of their respective business assets and to carry on their respective businesses as presently conducted by them;

(c)

save and except as set forth in the "Purchaser Disclosure Schedule" which will accompany the Purchaser's execution and delivery of this Agreement, the Purchaser is qualified to do business in those jurisdictions where it is necessary to fulfill its obligations under this Agreement, and it has the full power and authority to enter into this Agreement and any agreement or instrument referred to or contemplated by this Agreement;

(d)

the execution and delivery of this Agreement and the agreements contemplated hereby has been duly authorized by all necessary corporate action on its part;

(e)

there are no other consents, approvals or conditions precedent to the performance of this Agreement which have not been obtained;

(f)

this Agreement constitutes a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, except as enforcement may be limited by laws of general application affecting the rights of creditors;

(g)

no proceedings are pending for, and the Purchaser is unaware of, any basis for the institution of any proceedings leading to the dissolution or winding up of the Purchaser or the placing of the Purchaser in bankruptcy or subject to any other laws governing the affairs of insolvent companies;

(h)

the Purchaser owns and possesses and has good and marketable title to and possession of all of its business assets free and clear of all actual or threatened liens, charges, options, encumbrances, voting agreements, voting trusts, demands, limitations and restrictions of any nature whatsoever, save and except for those actual or threatened liens, charges, encumbrances, demands, limitations and restrictions which are listed in Schedule "I" which is attached hereto and which forms a material part hereof and as forth in the Purchaser Disclosure Schedule;

(i)

save and except as set forth in the Purchaser Disclosure Schedule, the Purchaser holds all licenses and permits required for the conduct in the ordinary course of the operations of its business and for the uses to which its business assets have been put and are in good standing, and such conduct and uses are in compliance with all laws, zoning and other by-laws, building and other restrictions, rules, regulations and ordinances applicable to the Purchaser and its business and assets, and neither the execution and delivery of this Agreement nor the completion of the transactions contemplated hereby will give any person the right to terminate or cancel any said license or permit or affect such compliance;

(j)

the authorized capital of the Purchaser consists of 200,000,000 common shares, with a par value of U.S. $0.00025 per common share which, according to the records of the Purchaser, an aggregate of 18,627,523 common shares of the Purchaser are and will be issued and outstanding as fully paid and non-assessable just prior to the Closing Date, and there are at present no other shares in the capital of the Purchaser issued or allotted or agreed to be issued or allotted to any person;

(k)

all of the issued and outstanding shares of the Purchaser are listed and posted for trading on each of the NASD Over-the-Counter Bulletin Board (the "OTCBB"), and the Purchaser is not in material default of any of its listing requirements of the OTCBB or any rules or policies of the United States Securities and Exchange Commission (the "Commission");

(l)

save and except as set forth in the Purchaser Disclosure Schedule, all registration statements, reports and proxy statements filed by the Purchaser with the Commission, and all registration statements, reports and proxy statements required to be filed by the Purchaser with the Commission, have been filed by the Purchaser under the United States Securities Act of 1934 (the "1934 Act"), were filed in all material respects in accordance with the requirements of the 1934 Act and the rules and regulations thereunder and no such registration statements, reports or proxy statements contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading;

(m)

the Purchaser will allot and issue the Shares on the Closing Date in accordance with section "2.2" hereinbelow as fully paid and non-assessable in the capital of the Purchaser, free and clear of all actual or threatened liens, charges, options, encumbrances, voting agreements, voting trusts, demands, limitations and restrictions of any nature whatsoever, other than hold periods or other restrictions imposed under applicable securities legislation;

(n)

from September 22, 2005 to and up to and including the Closing Date the Purchaser has not committed to making and until the Closing Date will not make or commit itself, without the written consent of the Company, to:

(i)

redeem or acquire any shares in its share capital;

(ii)

declare or pay any dividend;

(iii)

make any reduction in or otherwise make any payment on account of its paid-up capital; or

(iv)

effect any subdivision, consolidation or reclassification of its share capital;

(o)

from September 22, 2005 to and up to and including the Closing Date the Purchaser has not committed to making and until the Closing Date will not make or commit itself, without the written consent of the Company, to:

(i)

acquire or have the use of any property from a person, corporation or entity with whom it was not dealing with at arm's length; or

(ii)

dispose of anything to a person, corporation or entity with whom it was not dealing with at arm's length for proceeds less than the fair market value thereof;

(p)

save and except as set forth in Schedule "I" which is attached hereto and as set forth in the Purchaser Disclosure Schedule, from September 22, 2005 to and up to and including the Closing Date the Purchaser has not committed to making and until the Closing Date will not make or commit itself, without the written consent of the Company, to provide any person, firm or corporation with any agreement, option or right, consensual or arising by law, present or future, contingent or absolute, or capable of becoming an agreement, option or right:

(i)

to require it to issue any further or other shares in its share capital, or any other security convertible or exchangeable into shares in its share capital, or to convert or exchange any securities into or for shares in its share capital;

(ii)

for the issue and allotment of any of the authorized but unissued shares in its share capital;

(iii)

to require it to purchase, redeem or otherwise acquire any of the issued and outstanding shares in its share capital; or

(iv)

to purchase or otherwise acquire any shares in its share capital;

(q)

the Purchaser is not aware of any court order which restricts or prevents the issuance by the Purchaser of any shares from treasury;

(r)

save and except for those matters which are listed in Schedule "I" which is attached hereto and as set forth in the Purchaser Disclosure Schedule, there are no material liabilities, contingent or otherwise, existing on the Execution Date hereof in respect of which the Purchaser may be liable on or after the completion of the transactions contemplated by this Agreement other than:

(i)

liabilities disclosed or referred to in this Agreement; and

(ii)

liabilities incurred in the ordinary course of business, none of which are materially adverse to the business, operations, affairs or financial conditions of the Purchaser;

(s)

save and except as set forth in Schedule "I" which is attached hereto and as set forth in the Purchaser Disclosure Schedule, no other dividend or other distribution by the Purchaser has been made, declared or authorized since its incorporation, and from September 22, 2005 to and up to and including the Closing Date the Purchaser has not committed to making and until the Closing Date will not make or commit itself, without the written consent of the Company, to confer upon, or pay to or to the benefit of, any entity, any benefit having monetary value, any bonus or any salary increases except in the normal course of its business;

(t)

save and except as set forth in Schedule "I" which is attached hereto and as set forth in the Purchaser Disclosure Schedule, there is no basis for and there are no actions, suits, judgments, investigations or proceedings outstanding or pending or, to the best of the knowledge, information and belief of the Purchaser, after making due inquiry, threatened against or affecting the Purchaser at law or in equity or before or by any federal, state, municipal or other governmental department, commission, board, bureau or agency;

(u)

save and except as set forth in the Purchaser Disclosure Schedule, the Purchaser is not in breach of any laws, ordinances, statutes, regulations, by-laws, orders or decrees to which it is subject or which apply to it;

(v)

the Purchaser is not a party to any collective agreement with any labour union or other association of employees, and there is no pending application for certification of any of the Purchaser's employees as a collective bargaining unit. In addition, and to the best of the knowledge, information and belief of the Purchaser, after having made due inquiry, the Purchaser is not presently a party to any complaint, grievance, arbitration or other labour matter referred to any board or labour authority;

(w)

there are no pension, profit sharing, group insurance or similar plans or other deferred compensation plans affecting the Purchaser or any of its directors, officers or employees;

(x)

save and except as set forth in the Purchaser Disclosure Schedule, the Purchaser has not experienced, nor is the Purchaser aware of, any occurrence or event which has had, or might reasonably be expected to have, a materially adverse affect on its business or on the results of its operations;

(y)

save and except as set forth in the Purchaser Disclosure Schedule, the Purchaser holds or has applied for all permits, licenses, consents and authorities issuable by any federal, state, regional or municipal government or agency thereof which are necessary or desirable in connection with its operations;

(z)

save and except for those matters which are listed in Schedule "I" which is attached hereto and as set forth in the Purchaser Disclosure Schedule, from September 22, 2005 to and up to and including the Closing Date there has been and there will be prepared and filed on a timely basis all federal and state income tax returns, elections and designations, and all other governmental returns, notices and reports of which the Purchaser had, or ought reasonably to have had, knowledge required to be or reasonably capable of being filed up to the Closing Date, with respect to the operations of the Purchaser, and no such returns, elections, designations, notices or reports contain or will contain any material misstatement or omit any material statement that should have been included, and each such return, election, designation, notice or report, including accompanying schedules and statements, is and will be true, correct and complete in all material respects;

(aa)

save and except for those matters which are listed in Schedule "I" which is attached hereto and as set forth in the Purchaser Disclosure Schedule, the Purchaser has been assessed for all federal, state and municipal income tax for all years to and including its most recent taxation year, and at the Closing Date the Purchaser will have paid in full or accrued in accounts all amounts (including but not limited to sales, use and consumption taxes and taxes measured on income and all installments of taxes) due and payable to all federal, state and municipal taxation authorities up to the Closing Date;

(ab)

save and except for those matters which are listed in Schedule "I" which is attached hereto and as set forth in the Purchaser Disclosure Schedule, there is not now, and there will not be by the Closing Date, any proceeding, claim or, to the best of the knowledge, information and belief of the Purchaser, after making due inquiry, any investigation by any federal, state or municipal taxation authority, or any matters under discussion or dispute with such taxation authorities, in respect of taxes, governmental charges, assessments or reassessments in connection with the Purchaser, and the Purchaser is not aware of any contingent tax liabilities or any grounds that could result in an assessment, reassessment, charge or potentially adverse determination by any federal, state or municipal taxation authority as against the Purchaser;

(ac)

save and except for those matters which are listed in Schedule "I" which is attached hereto and as set forth in the Purchaser Disclosure Schedule, the Purchaser is not in breach of any provision or condition of, nor have they done or omitted anything that, with or without the giving of notice or lapse or both, would constitute a breach of any provision or condition of, or give rise to any right to terminate or cancel or accelerate the maturity of any payment under, any deed of trust, contract, certificate, consent, permit, license or other instrument to which it is a party, by which it is bound or from which it derives benefit, any judgment, decree, order, rule or regulation of any court or governmental authority to which it is subject, or any statute or regulation applicable to it, to an extent that, in the aggregate, has a material adverse affect on it;

(ad)

save and except for those matters which are listed in Schedule "I" which is attached hereto and as set forth in the Purchaser Disclosure Schedule, adequate provision has been made and will be made for taxes payable by the Purchaser for the current period for which a tax return is not yet required to be filed and, to the best of the knowledge, information and belief of the Purchaser, after having made due inquiry, there are no contingent tax liabilities of the Purchaser or any grounds which would prompt a re-assessment of the Purchaser and including, without limiting the generality of the foregoing, the aggressive treatment of income and expenses in the filing of earlier tax returns by the Purchaser;

(ae)

the most recently completed audited and unaudited consolidated financial statements of the Purchaser as at December 31, 2004 and September 30, 2005, respectively (collectively, the "Purchaser's Financial Statements"), are true and correct in every respect and presently fairly the financial position of the Purchaser as at its most recently completed financial period and the results of its operations for the period then ended in accordance with generally accepted accounting principles on a basis consistently applied; a copy of said Purchaser's Financial Statements being attached hereto as Schedule "I" and forming a material part hereof;

(af)

save and except for those matters which are listed in Schedule "I" which is attached hereto and as set forth in the Purchaser Disclosure Schedule, the Purchaser's Financial Statements and the books and records of the Purchaser are true and correct in every material respect, were prepared in accordance with generally accepted accounting principles and fairly reflect the business, property, assets and financial positions of the Purchaser as at the date of the Purchaser's Financial Statements and any such books and records and the results of its operations for the periods then ended, and there have been no adverse changes in the business or affairs of the Purchaser since the date of the Purchaser's Financial Statements and any such books and records;

(ag)

save and except for those matters which are listed in Schedule "I" which is attached hereto and as set forth in the Purchaser Disclosure Schedule, the Purchaser has good and marketable title to all of its assets, properties and interests in properties, real and personal, including those reflected in the Purchaser's Financial Statements or which have been acquired since the date of the latest Purchaser's Financial Statements (except for those which have been transferred, sold or otherwise disposed of in the ordinary or normal course of business), free and clear of all encumbrances, and none of the Purchaser's assets or properties is in the possession of or under the control of any other person;

(ah)

save and except for those matters which are listed in Schedule "I" which is attached hereto and as set forth in the Purchaser Disclosure Schedule, the Purchaser has no equipment, other than the personal property or fixtures in the possession or custody of the Purchaser which, as of the date hereof, is leased or is held under license or similar arrangement;

(ai)

except for the material contracts which are set forth in Schedule "J" which is attached hereto and which forms a material part hereof, the Purchaser is not party to or bound by any other material contract, whether oral or written, other than the contracts as set forth in Schedule "J";

(aj)

save and except as set forth in the Purchaser Disclosure Schedule, as to the contracts listed in Schedule "J" which is attached hereto:

(i)

each such contract is in full force and effect and unamended;

(ii)

no material default exists in respect thereof on the part of either the Purchaser or any other party thereto;

(iii)

each such contract does not involve any non-arm's length party except where described; and

(iv)

the Purchaser is not aware of any intention on the part of any other party thereto to terminate or materially alter any such contract;

(al)

save and except as set forth in the Purchaser Disclosure Schedule, the Purchaser maintains, and has maintained, insurance in force against loss on the Purchaser's assets and properties, against such risks, in such amounts and to such limits, as is in accordance with prudent business practices prevailing in its line of business and having regard to the location, age and character of its assets and properties, and has complied fully with all requirements of such insurance, including the prompt giving of any notice of any claim or possible claim thereunder, and all such insurance has been and is with insurers which the Purchaser believes to be responsible;

(am)

the Purchaser utilizes no product warranties, guarantees or product return policies;

(an)

save and except for those matters which are listed in Schedule "I" which is attached hereto and as set forth in the Purchaser Disclosure Schedule, since September 30, 2005:

(i)

there has not been any material adverse change in the financial position or condition of the Purchaser or any damage, loss or other change in circumstances materially affecting the business or properties of the Purchaser or its right or capacity to carry on business;

(ii)

the Purchaser has not waived or surrendered any right of material value;

(iii)

the Purchaser has not discharged or satisfied or paid any lien or encumbrance or obligation or liability other than current liabilities in the ordinary course of business; and

(iv)

the business of the Purchaser has been carried on in the ordinary course;

(ao)

save and except for those matters which are listed in Schedule "I" which is attached hereto and as set forth in the Purchaser Disclosure Schedule, there are no liabilities, contingent or otherwise, of the Purchaser not disclosed or reflected in the Purchaser's Financial Statements, except those incurred in the ordinary course of business of the Purchaser since September 30, 2005;

(ap)

save and except for those matters which are listed in Schedule "I" which is attached hereto and as set forth in the Purchaser Disclosure Schedule, no payments of any kind have been made or authorized by or on behalf of the Purchaser to or on behalf of directors, officers, shareholders or employees of the Purchaser or under any management agreements with the Purchaser other than in the ordinary course of business;

(aq)

if applicable, and save and except for the proposed issuance of common shares of the Company as a finder's fee in conjunction with the successful completion of this Agreement, the Purchaser has not retained, employed or introduced any other broker, finder or other person who would be entitled to a brokerage commission or finder's fee arising out of the transactions contemplated hereby;

(ar)

save and except for those matters which are listed in Schedule "I" which is attached hereto and as set forth in the Purchaser Disclosure Schedule, none of directors, officers or employees of the Purchaser are now indebted or under obligation to the Purchaser on any account whatsoever, other than in the ordinary course of business;

(as)

save and except as set forth in the Purchaser Disclosure Schedule, all material transactions of the Purchaser and including, without limitation, all directors' and shareholders' resolutions, have been promptly and properly recorded or filed in or with its books and records;

(at)

prior to the Subject Removal Date the Purchaser will have obtained all authorizations, approvals, or waivers that may be necessary or desirable in connection with the transactions contemplated in this Agreement, and other actions by, and have made all filings with, any and all Regulatory Authorities required to be made in connection with the transactions contemplated herein, and all such authorizations, approvals and other actions will be in full force and effect, and all such filings will have been accepted by the Purchaser, which will be in compliance with, and have not committed any breach of, any securities laws, regulations or policies of any Regulatory Authority to which the Purchaser may be subject;

(au)

save and except for those matters which are listed in Schedule "I" which is attached hereto and as set forth in the Purchaser Disclosure Schedule, the Purchaser has not committed to making and until the Closing Date will not make or commit itself, without the written consent of the Company, to:

(i)

guarantee, or agree to guarantee, any indebtedness or other obligation of any person or corporation;

(ii)

other than the payment of ordinary course obligations, make any operating or capital expenditures in excess of U.S. $50,000.00; or

(iii)

waive or surrender any right of material value;

(av)

until the Closing Date the Purchaser will:

(i)

maintain its assets in a manner consistent with and in compliance with applicable law; and

(ii)

not enter into any material transaction or assume or incur any material liability outside the normal course of its business;

(aw)

save and except for those matters which are listed in Schedule "I" which is attached hereto and as set forth in the Purchaser Disclosure Schedule, the Purchaser has not committed to making and until the Closing Date will not make or commit itself, without the written consent of the Company, to:

(i)

declare or pay any dividend, or make any distribution of its properties or assets to its shareholders, or purchase or retire any of its shares;

(ii)

sell all or any part of its assets or agree to do or perform any act or enter into any transaction or negotiation which could reasonably be expected to interfere with this Agreement or which would render inaccurate any of the representations, warranties and covenants set forth in this Agreement; or

(iii)

merge, amalgamate or consolidate into or with any entity, or enter into any other corporate reorganization;

provided, however, that the provisions hereof shall not preclude the Purchaser pending the Closing or the termination of this Agreement, whichever shall first occur, from carrying on its business in the normal course thereof;

(ax)

the Purchaser will, for a period of at least five business days prior to the Closing Date, during normal business hours:

(i)

make available for inspection by the counsel, auditors and representatives of the Company, at such location as is appropriate, all of the Purchaser's books, records, contracts, documents, correspondence and other written materials, and afford such persons every reasonable opportunity to make copies thereof and take extracts therefrom at the sole cost of the Company; provided such persons do not unduly interfere in the operations of the Purchaser;

(ii)

authorize and permit such persons at the risk and the sole cost of the Company, and only if such persons do not unduly interfere in the operations of the Purchaser, to attend at all of its respective places of business and operations to observe the conduct of its business and operations, inspect its properties and assets and make physical counts of its inventories, shipments and deliveries; and

(iii)

require the Purchaser's management personnel to respond to all reasonable inquiries concerning the Purchaser's business assets or the conduct of its business relating to its liabilities and obligations;

(ay)

the Purchaser will give to the Company, within at least five business days prior to the Closing Date, by written notice, particulars of:

(i)

each occurrence within the Purchaser's knowledge after the Execution Date of this Agreement that, if it had occurred before the Execution Date, would have been contrary to any of the Purchaser's representations or warranties contained herein; and

(ii)

each occurrence or omission within the Purchaser's knowledge after the Execution Date that constitutes a breach of any of the Purchaser's covenants contained in this Agreement;

(az)

save and except for those matters which are listed in Schedule "I" which is attached hereto and as set forth in the Purchaser Disclosure Schedule, the shares in the capital of the Purchaser are not subject to or affected by any actual or, to the knowledge of the Purchaser, pending or threatened cease trading, compliance or denial of use of exemptions orders of, or action, investigation or proceeding by or before, any securities regulatory authority, Court, administrative agency or other tribunal;

(ba)

the making of this Agreement and the completion of the transactions contemplated hereby and the performance of and compliance with the terms hereof does not and will not:

(i)

conflict with or result in a breach of or violate any of the terms, conditions or provisions of the constating documents of the Purchaser;

(ii)

conflict with or result in a breach of or violate any of the terms, conditions or provisions of any law, judgment, order, injunction, decree, regulation or ruling of any Court or governmental authority, domestic or foreign, to which the Purchaser is subject, or constitute or result in a default under any agreement, contract or commitment to which the Purchaser is a party;

(iii)

give to any party the right of termination, cancellation or acceleration in or with respect to any agreement, contract or commitment to which the Purchaser is a party;

(iv)

give to any government or governmental authority, or any municipality or any subdivision thereof, including any governmental department, commission, bureau, board or administration agency, any right of termination, cancellation or suspension of, or constitute a breach of or result in a default under, any permit, license, control or authority issued to the Purchaser which is necessary or desirable in connection with the conduct and operations of its businesses and the ownership or leasing of its business assets; or

(v)

constitute a default by the Purchaser or any event which, with the giving of notice or lapse of time or both, might constitute an event of default, under any agreement, contract, indenture or other instrument relating to any indebtedness of the Purchaser which would give any party to that agreement, contract, indenture or other instrument the right to accelerate the maturity for the payment of any amount payable under that agreement, contract, indenture or other instrument;

(bb)

neither this Agreement nor any other document, certificate or statement furnished to any of the Vendors or the Company by or on behalf of the Purchaser in connection with the transactions contemplated hereby knowingly or negligently contains any untrue or incomplete statement of material fact or omits to state a material fact necessary in order to make the statements therein not misleading; and

(bc)

it is not aware of any fact or circumstance which has not been disclosed to the Vendors and the Company which should be disclosed in order to prevent the representations, warranties and covenants contained in this section from being misleading or which would likely affect the decision of the Vendors and the Company to enter into this Agreement.

(a)

the Purchaser shall have complied with all warranties, representations, covenants and agreements herein agreed to be performed or caused to be performed by the Purchaser on or before the Closing Date;

(b)

the Purchaser shall have complied with all applicable securities laws in connection with the issuance of the Shares to the Vendors on or before the Closing Date;

(c)

the Purchaser will have obtained all authorizations, approvals, or waivers that may be necessary or desirable in connection with the transactions contemplated in this Agreement, and other actions by, and have made all filings with, any and all Regulatory Authorities required to be made in connection with the transactions contemplated herein, and all such authorizations, approvals and other actions will be in full force and effect, and all such filings will have been accepted by the Purchaser who will be in compliance with, and have not committed any breach of, any securities laws, regulations or policies of any Regulatory Authority to which the Purchaser may be subject;

(d)

all matters which, in the opinion of counsel for the Vendors and the Company, are material in connection with the transactions contemplated by this Agreement shall be subject to the favourable opinion of such counsel, and all relevant records and information shall be supplied to such counsel for that purpose;

(e)

no material loss or destruction of or damage to the Purchaser shall have occurred since the Execution Date;

(f)

no action or proceeding at law or in equity shall be pending or threatened by any person, company, firm, governmental authority, regulatory body or agency to enjoin or prohibit:

(i)

the purchase or transfer of any of the Purchased Shares contemplated by this Agreement or the right of the Vendors to dispose of any of the Purchased Shares; or

(ii)

the right of the Purchaser to conduct its operations and carry on, in the normal course, its business and operations as it has carried on in the past;

(g)

the Purchaser will, for a period of at least five business days prior to the Closing Date, during normal business hours:

(i)

make available for inspection by the counsel, auditors and representatives of the Vendors and the Company, at such location as is appropriate, all of the Purchaser's books, records, contracts, documents, correspondence and other written materials, and afford such persons every reasonable opportunity to make copies thereof and take extracts therefrom at the sole cost of the Vendors and the Company; provided such persons do not unduly interfere in the operations of the Purchaser;

(ii)

authorize and permit such persons at the risk and the sole cost of the Vendors and the Company, and only if such persons do not unduly interfere in the operations of the Purchaser, to attend at all of its places of business and operations to observe the conduct of its business and operations, inspect its properties and assets and make physical counts of its inventories, shipments and deliveries; and

(iii)

require the Purchaser's management personnel to respond to all reasonable inquiries concerning the Purchaser's business assets or the conduct of its business relating to its liabilities and obligations; and

(h)

the completion by the Vendors and the Company, and by the Vendors' and the Company's professional advisors, of a thorough due diligence and operations review of the business and operations of the Purchaser to the sole and absolute satisfaction of each of the Vendors and the Company.

(a)

the Vendors and the Company shall have complied with all warranties, representations, covenants and agreements herein agreed to be performed or caused to be performed by the Vendors and the Company on or before the Closing Date;

(b)

the Vendors and the Company will have obtained all authorizations, approvals or waivers that may be necessary or desirable in connection with the transactions contemplated in this Agreement, and other actions by, and have made all filings with, any and all Regulatory Authorities from whom any such authorization, approval or other action is required to be obtained or to be made in connection with the transactions contemplated herein, and all such authorizations, approvals and other actions will be in full force and effect, and all such filings will have been accepted by the Vendors and the Company who will be in compliance with, and have not committed any breach of, any securities laws, regulations or policies of any Regulatory Authority to which the Vendors or the Company may be subject;

(c)

all matters which, in the opinion of counsel for the Purchaser, are material in connection with the transactions contemplated by this Agreement shall be subject to the favourable opinion of such counsel, and all relevant records and information shall be supplied to such counsel for that purpose;

(d)

no material loss or destruction of or damage to the Company, any of the Company's Assets, any of the Company's Business or the Purchased Shares shall have occurred;

(e)

no action or proceeding at law or in equity shall be pending or threatened by any person, company, firm, governmental authority, regulatory body or agency to enjoin or prohibit:

(i)

the purchase or transfer of any of the Purchased Shares contemplated by this Agreement or the right of the Vendors to dispose of any of the Purchased Shares; or

(ii)

the right of the Company to conduct its operations and carry on, in the normal course, its Company's Business and operations as it has carried on in the past;

(f)

the delivery to the Purchaser by the Vendors and the Company, on a confidential basis, of all Business Documentation and including, without limitation, the following documentation and information:

(i)

a copy of all material contracts, agreements, reports and information of any nature respecting the Company, its assets and the Company's Business; and

(ii)

details of any lawsuits, claims or potential claims relating to either the Company, its assets, the Company's Business or the Purchased Shares of which either of the Vendors or the Company is aware and the Purchaser is unaware;

(g)

the Vendors and the Company will, for a period of at least five business days prior to the Closing Date, during normal business hours:

(i)

make available for inspection by the counsels, auditors and representatives of the Purchaser, at such location as is appropriate, all of the Company's books, records, contracts, documents, correspondence and other written materials, and afford such persons every reasonable opportunity to make copies thereof and take extracts therefrom at the sole cost of the Purchaser; provided such persons do not unduly interfere in the operations of the Company;

(ii)

authorize and permit such persons at the risk and the sole cost of the Purchaser, and only if such persons do not unduly interfere in the operations of the Company, to attend at all of its places of business and operations to observe the conduct of its business and operations, inspect its properties and assets and make physical counts of its inventories, shipments and deliveries; and

(iii)

require the Company's management personnel to respond to all reasonable inquiries concerning the Company's Business and assets or the conduct of its business relating to its liabilities and obligations;

(h)

the delivery to the Purchaser by the Company and the Vendors of an opinion of the counsel for the Company, in a form satisfactory to the Purchaser's counsel, dated as at the date of delivery, to the effect that:

(i)

the Company is a corporation duly incorporated under the laws of its jurisdiction of incorporation, is validly existing and is in good standing with respect to all statutory filings required by the applicable corporate laws;

(ii)

the Company has the power, authority and capacity to own and use all of its assets and to carry on its Company's Business as presently conducted by it;

(iii)

the Company, as the legal and beneficial owner of all of its assets, holds all of the assets free and clear of all liens, charges and claims of others;

(iv)

the number of authorized and issued shares in the share capital of the Company are as warranted by the Vendors and the Company, and all of such issued shares are duly authorized, validly issued and outstanding as fully paid and non-assessable;

(v)

all necessary steps and corporate proceedings have been taken by the Vendors and the Company to permit the Purchased Shares to be duly and validly transferred to and registered in the name of the Purchaser as at the Closing Date;

(vi)

based on actual knowledge and belief, such counsel knows of no claims, judgments, actions, suits, litigation, proceedings or investigations, actual, pending or threatened, against either the Vendors or the Company which might materially affect either the Company, its assets or the Company's Business or which could result in any material liability to either of the Company, its assets or the Company's Business; and

(vii)

as to all other legal matters of a like nature pertaining to the Vendors, the Company, its assets, the Company's Business and to the transactions contemplated hereby as the Purchaser or the Purchaser's counsel may reasonably require; and

(i)

the completion by the Purchaser and by the Purchaser's professional advisors of a thorough due diligence and operations review of both the Company's Business and the operations of the Company together with the transferability of the Purchased Shares as contemplated by this Agreement, to the sole and absolute satisfaction of the Purchaser.

(a)

a certified copy of an ordinary resolution of the shareholders of the Vendors and/or the Company approving the terms and conditions of this Agreement and the transactions contemplated hereby and thereby or, in the alternative, shareholders of the Vendors and/or the Company holding over 50% of the issued shares of the Vendors and/or the Company providing written consent resolutions evidencing their approval to the terms and conditions of this Agreement and all of the transactions contemplated thereunder together with certification of any required notice to all shareholders of the Vendors and/or the Company of such written consent resolutions;

(b)

all documentation as may be necessary and as may be required by counsel for the Purchaser, acting reasonably, to ensure that all of the Purchased Shares have been transferred, assigned and are registerable in the name of and for the benefit of the Purchaser under all applicable corporate and securities laws;

(c)

all documentation as may be necessary and as may be required by counsel for the Purchaser, acting reasonably, to ensure that the Assignment by the Company to the appropriate Vendors, and in proportion to each such Vendor's original unsecured loan and seed capital funding of the Company, of all of the Indebtedness and the Security related thereto, has been completed under all applicable corporate and securities laws;

(d)

certificate(s) representing the Purchased Shares registered in the name of the Vendors, duly endorsed for transfer to the Purchaser or irrevocable stock powers transferring the Purchased Shares to the Purchaser;

(e)

a certificate representing the Purchased Shares registered in the name of the Purchaser;

(f)

a certified copy of the resolutions of the Board of Directors of the Company (and of the corporate Vendors if necessary) authorizing the transfer by the Vendors to the Purchaser of the Purchased Shares and the Assignment by the Company to the appropriate Vendors of all of the Indebtedness and the Security related thereto;

(g)

a copy of all corporate records and books of account of the Company and including, without limiting the generality of the foregoing, a copy of all minute books, share register books, share certificate books and annual reports of the Company;

(h)

all necessary consents and approvals in writing to the completion of the transactions contemplated herein;

(i)

a certificate of an officer of the Company, dated as of the Closing Date, acceptable in form to counsel for the Purchaser, acting reasonably, certifying that the warranties, representations, covenants and agreements of the Vendors and the Company contained in this Agreement are true and correct in all respects and will be true and correct as of the Closing Date as if made by the Vendors and the Company on the Closing Date;

(j)

an opinion of counsel to the Vendors and the Company, dated as at the Closing Date, and addressed to the Purchaser and its counsel, in form and substance satisfactory to the Purchaser's counsel, acting reasonably, and including the following:

(i)

the due incorporation, existence and standing of each of the Company and its qualification to carry on business;

(ii)

the authorized and issued capital of the Company;

(iii)

that all Purchased Shares have been duly authorized and issued and are fully paid and non-assessable;

(iv)

all necessary steps and proceedings have been taken in connection with the execution, delivery and performance of this Agreement and the transactions contemplated herein; and

(v)

that the Purchased Shares have been duly issued to and registered in the name of the Purchaser in compliance with all applicable corporate and securities laws;

(k)

all remaining Business Documentation; and

(l)

all such other documents and instruments as the Purchaser's counsel may reasonably require.

SIGNED, SEALED and DELIVERED by
▇▇▇▇▇ ▇. ▇▇▇,
a Vendor herein, in the presence of:

                                                               
Witness Signature

                                                               
Witness Address

                                                               
Witness Name and Occupation

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Number of Purchased Shares to sell: 100
Number of Shares to acquire: 1,500,000


                            (Signed)                          
▇▇▇▇▇ ▇. ▇▇▇

SIGNED, SEALED and DELIVERED by
▇▇▇▇▇▇▇▇▇ ▇▇▇,
a Vendor herein, in the presence of:

                                                               
Witness Signature

                                                               
Witness Address

                                                               
Witness Name and Occupation

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Number of Purchased Shares to sell: 100
Number of Shares to acquire: 1,500,000


                            (Signed)                          
▇▇▇▇▇▇▇▇▇ ▇▇▇

SIGNED, SEALED and DELIVERED by
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
a Vendor herein, in the presence of:

                                                               
Witness Signature

                                                               
Witness Address

                                                               
Witness Name and Occupation

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The COMMON SEAL of
NEWPORT CAPITAL CORPORATION,
a Vendor herein, was hereunto
affixed in the presence of:

                          (Signed)                       
Authorized Signatory

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Number of Purchased Shares to sell: 50
Number of Shares to acquire: 750,000

(C/S)

The COMMON SEAL of
VERONA CAPITAL INTERNATIONAL,
a Vendor herein, was hereunto
affixed in the presence of:

                          (Signed)                       
Authorized Signatory

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Number of Purchased Shares to sell: 50
Number of Shares to acquire: 750,000

(C/S)

The COMMON SEAL of
OAK HILLS DRILLING AND
OPERATING INTERNATIONAL, INC.,
the Company herein, was hereunto affixed
in the presence of:

                          (Signed)                       
Authorized Signatory

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)

(C/S)

The COMMON SEAL of
OAK HILLS DRILLING AND
OPERATING, LLC,
Oak Hills LLC herein, was hereunto affixed
in the presence of:

                          (Signed)                       
Authorized Signatory

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(C/S)

The COMMON SEAL of
LEXINGTON RESOURCES, INC.,
the Purchaser herein, was hereunto affixed
in the presence of:

                          (Signed)                       
Authorized Signatory

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(C/S)