ASSET PURCHASE AGREEMENT

1.

DEFINED TERMS

1.1

For the purposes of this Agreement, unless the context otherwise requires, the following terms will have the respective meanings set out below and grammatical variations of such terms will have corresponding meanings:

“Affiliate” has the meaning given to that term in the Securities Act of 1933, as amended, and the Rules and Regulations of the Securities and Exchange Commission promulgated thereunder;

(a)

“Associate” has the meaning given to that term in the Securities Act of 1933, as amended, and the Rules and Regulations of the Securities and Exchange Commission promulgated thereunder;

(b)

“Purchased Assets” means the business assets as described in Schedule 1A and Schedule 1B of this Agreement;

(c)

“Business Day” means any day which is not a Saturday, Sunday or statutory holiday in the United States and Canada;

(d)

“Closing” means the completion of the transactions contemplated in this Asset Purchase Agreement;

(e)

“Closing Date” means April 3, 2009, or such other date as the Vendors and the Purchasers may mutually determine;

(f)

“Effective Closing Date” means January 31, 2009 at 11:59 P.M. PDT, at which time the commercial terms contemplated in this Asset and Purchase Agreement shall take full force and effect:

(g)

“Contract” means any agreement, indenture, contract, lease, deed of trust, license, option, instrument or other commitment, whether written or oral;

(h)

“Encumbrance” means any encumbrance, lien, charge, hypothec, pledge, mortgage, title retention agreement, security interest of any nature, adverse claim, exception, reservation, easement, right of occupation, any matter capable of registration against title, option, right of pre-emption, privilege or any Contract to create any of the foregoing;

(i)

“Licenses” means all licenses, permits, approvals, consents, certificates, registrations and authorizations (whether governmental, regulatory, or otherwise) required for the conduct in the ordinary course of the uses to which the Purchased Assets have been put;

(j)

“Losses” means, in respect of any matter, all claims, demands, proceedings, losses, damages, liabilities, deficiencies, costs and expenses (including, without limitation, all legal and other professional fees and disbursements, interest, penalties and amounts paid in settlement) arising directly or indirectly as a consequence of such matter and actually incurred by a party entitled to be indemnified hereunder, net of (i) any tax adjustments, benefits, savings or reductions to which such indemnified party is entitled resulting from such matter, and (ii) any insurance proceeds, in either case to which such indemnified party is entitled by virtue of such claims, demands, proceedings, losses, damages, liabilities, deficiencies, costs and expenses;

(k)

“Purchase Price” means the aggregate sum payable by the Purchasers to the Vendors for the Purchased Assets.

1.2

Currency . Unless otherwise indicated, all dollar amounts in this Agreement are expressed in United States funds.

1.3

Sections and Headings . The division of this Agreement into Articles, sections and subsections and the insertion of headings are for convenience of reference only and will not affect the interpretation of this Agreement. Unless otherwise indicated, any reference in this Agreement to an Article, section, subsection or Schedule refers to the specified Article, section or subsection of or Schedule to this Agreement.

1.4

Number, Gender and Persons . In this Agreement, words importing the singular number only will include the plural and vice versa, words importing gender will include all genders and words importing persons will include individuals, corporations, partnerships, associations, trusts, unincorporated organizations, governmental bodies and other legal or business entities of any kind whatsoever.

1.5

Accounting Principles . Except as otherwise stated, any reference in this Agreement to generally accepted accounting principles refers to generally accepted accounting principles that have been established in the United States of America, including those approved from time to time by the American Institute of Certified Public Accountants or any successor body thereto.

1.6

Entire Agreement . This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter hereof except as herein provided.

1.7

Time of Essence . Time will be of the essence of this Agreement.

1.8

Applicable Law . This Agreement will be construed, interpreted and enforced in accordance with, and the respective rights and obligations of the parties will be governed by, the laws of the Province of British Columbia and the federal laws of Canada applicable therein, and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of such state and all courts competent to hear appeals there from and waives, so far as is legally possible, its right to have any legal action relating to this Agreement tried by a jury.

1.9

Amendments and Waivers . No amendment or waiver of any provision of this Agreement will be binding on either party unless consented to in writing by such party. No waiver of any provision of this Agreement will constitute a waiver of any other provision, nor will any waiver constitute a continuing waiver unless otherwise provided.

1.10

Adjustments for Stock Splits, Etc. . Wherever in this Agreement there is a reference to a specific number of shares of stock of the Company, then, upon the occurrence of any subdivision, combination or stock dividend of such stock, the specific number of shares so referenced in this Agreement shall automatically be proportionally adjusted to reflect the effect on the outstanding shares of such class or series of stock by such subdivision, combination or stock dividend.

1.11

Schedules . The following Schedules are attached to and form part of this Agreement: All terms defined in the body of this Agreement will have the same meaning in the Schedule attached hereto

Schedule 1A

Description of Delta Assets

Schedule 1B

Description of Stallion Assets

Schedule 2

Legal and Regulatory Proceedings

Schedule 3

Consents

2.

PURCHASE AND SALE

2.1

Subject to the terms and conditions of this Agreement, effective as at the Closing Date the Vendors will sell, transfer, and assign to the Purchasers and the Purchasers agrees to purchase from the Vendors, free and clear of all Encumbrances the Purchased Assets.

3.

PURCHASE PRICE AND ALLOCATION

3.1

The Purchase Price payable by the Purchasers to the Vendors for the Purchased Assets are as follows:

(a)

The Purchasers shall pay a total of US $170,000, as to 80% Cheetah and 20% Lexaria, comprised of, $100,333.98 to Delta and $56,299.04 to Stallion, on the Closing Date; and $13,366.97 to be held in trust with MacDonald Tuskey to be released in full within 5 days of closing to Griffin & Griffin Exploration, L.L.C to settle the outstanding liabilities shown below in section 3.1(c);

(b)

The Purchasers shall pay, as to 80% Cheetah and 20% Lexaria, to the Vendors, as to 100 % Stallion, US $500.00 US per month for a period of four (4) years from the Closing Date unless production at the Belmont Lake project declines to less than 65 Barrels of Oil per Day for a period of thirty (30) days or longer in which case these monthly payments are suspended until such time as production once again produces at an average of greater than 65 BOPD over a 1 month period. Then the payment ahall resume retroactively to the beginning of said month. All months that do not produce at this level shall be added to the time period of 4 years and shall continue until 48 months of production payments have been made;

(c)

The Purchasers will assume and pay within 5 days of the Closing Date, as to 80% Cheetah and 20% Lexaria, specified existing liabilities only of $30,366.97 ((($43,733.94 - $17,000)/2) +17,000) owing by the Vendors to Griffin & Griffin Exploration, L.L.C.;

3.2

The Purchasers shall be entitled to receive any and all oil and gas revenue due to the Vendors from the Purchased Assets but not yet remitted from Griffin & Griffin Exploration, L.L.C. as of the Closing Date.

4.

CLOSING, POSSESSION, AND NO ADJUSTMENTS

4.1

The physical Closing will take place on or before April 3, 2009 at 11:00AM (PST), on the Closing Date at the offices of Macdonald Tuskey, or at such other place, date, and time as may be mutually agreed upon by the parties hereto.

4.2

The Vendors will deliver possession of the Purchased Assets, free of any other claim to possession and any tenancies, to the Purchasers on the Closing Date.

4.3

Provided that there has been no material misrepresentation on the part of the parties to this agreement and all of their respective obligations under this Agreement have been fulfilled, there will be no adjustment of the Purchase Price for any reason whatsoever.

5.

REPRESENTATIONS AND WARRANTIES OF DELTA

5.1

Delta represents and warrants to each of the Purchasers, with the intent that each of the Purchasers will rely thereon in entering into this Agreement and in concluding the transactions contemplated hereby, as follows:

(a)

the execution and delivery of this Agreement and the completion of the transaction contemplated hereby have been duly and validly authorized by all necessary limited liability company action on the part of Delta, and this Agreement constitutes a valid and binding obligation of Delta enforceable against Delta in accordance with its terms; except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction;

(b)

except as will be remedied by the consents, approvals, releases, and discharges described in Schedule 3 - Consents attached hereto, neither the execution and delivery of this Agreement nor the performance of Delta’s obligations hereunder will:

(i)

violate or constitute default under any order, decree, judgment, statute, by-law, rule, regulation, or restriction applicable to Delta, the Delta Assets, or any contract, agreement, instrument, covenant, mortgage, or security, to which Delta is a party or which is binding upon Delta,

(ii)

to the knowledge of Delta, result in any fees, duties, taxes, assessments, penalties or other amounts becoming due or payable by the Purchasers under any sales tax legislation. .

(iii)

give rise to the creation or imposition of any Encumbrance on the Delta Assets,

(iv)

violate or constitute default under any license, permit, approval, consent or authorization held by Delta, or

(v)

violate or trigger any liability on behalf of the Purchasers pursuant to any legislation governing the sale of the Delta Assets by Delta.

(c)

Delta owns and possesses and has good and marketable title to the Delta Assets free and clear of all Encumbrances of every kind and nature whatsoever;

(d)

Delta does not have any indebtedness in excess of $10,000.00 which might by operation of law or otherwise now or hereafter constitute an Encumbrance upon the Delta Assets;

(e)

no person other than the Purchasers have any written or oral agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase or acquisition from Delta of the Delta Assets;

(f)

except as otherwise provided herein, this Agreement discloses all contracts, engagements, and commitments, whether oral or written, relating to the Delta Assets including in particular contracts, engagements, and commitments:

(i)

out of the ordinary course of business,

(ii)

which entail the payment of in excess of $10,000.00 during any one year period

(iii)

respecting ownership of or title to any interest or claim in or to any real or personal property making up the Delta Assets,

(iv)

respecting any agreement of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other person except for cheques endorsed for collection in the ordinary course of the business;

(v)

any confidentiality, secrecy or non-disclosure contract, (whether Delta is a beneficiary or obligant thereunder) relating to any proprietary or confidential information or any non- competition or similar contract;

(vi)

there has not been any default in any obligation or liability in respect of said contracts, engagements, or commitments by Delta and Delta has performed all of the material obligations required to be performed by it and is entitled to all benefits under any contracts;

(vii)

there has not been any amendment, modification, variation, surrender, or release of said contracts, engagements, and commitments; and

(viii)

each of said contracts, engagements, and commitments is in good standing and in full force and effect and Delta has performed all of the material obligations required to be performed by it and is entitled to all benefits thereunder, and is not in default or alleged to be in default in respect of any material contract or any other contracts, engagements or commitments provided for in this Agreement, to which Delta is a party or by which it is bound;

(g)

neither the execution and delivery of this Agreement nor the completion of the purchase and sale hereby contemplated will give any party to this Agreement the right to terminate, dispute or cancel any licenses or permits, rules, regulations, and ordinances applicable to the Delta Assets or affect such compliance;

(h)

except as disclosed in Schedule 2 - Legal and Regulatory Proceedings, there are no actions, suits, proceedings, investigations, complaints, orders, directives, or notices of defect or noncompliance by or before any court, governmental or domestic commission, department, board, tribunal, or authority, or administrative, licensing, or regulatory agency, body, or officer issued, pending, or to the best of Delta’s knowledge threatened against or affecting Delta or in respect of the Delta Assets;

(i)

there is no requirement applicable to Delta to make any filing with, give any notice to or to obtain any license, permit, certificate, registration, authorization, consent or approval of, any governmental or regulatory authority as a condition to the lawful consummation of the transactions contemplated by this Agreement, except for the filings, notifications, licenses, permits, certificates, registrations, consents and approvals described in Schedule 3 - Consents, or that relate solely to the identity of the Purchasers or the nature of any business carried on by the Purchasers except for the notifications, consents and approvals described in Schedule 3 - Consents;

(j)

Delta has filed or caused to be filed all material tax returns of Delta which have become due (taking into account valid extensions of time to file) prior to the date hereof, such returns are accurate and complete in all material respects and Delta has paid or caused to be paid all taxes due, in each case to the extent Purchasers would incur liability for Delta’s failure to file such returns or pay such taxes. There are no outstanding tax liens that have been filed by any tax authority against the Delta Assets. No claims are being asserted in writing with respect to any taxes relating to Delta’s business for which the Purchasers reasonably could be held liable and Delta knows of no basis for the assertion of any such claim;

(k)

Delta has never received any notice of or been prosecuted for non-compliance with any environmental laws, nor has Delta settled any allegation of non-compliance short of prosecution. There are no orders or directions relating to environmental matters requiring any work, repairs or construction or capital expenditures to be made with respect to the Delta Assets, nor has Delta received notice of any of the same; and

(l)

there are no known liabilities of Delta or its associates or Affiliates, whether or not accrued and whether or not determined or determinable, in respect of which the Purchasers may become liable

on or after the Closing Date, and Delta is specifically excluded from any responsibility of future potential environmental liabilities; and

(m)

Delta agrees that upon the closing of this agreement, any previous agreements with Stallion dated May 20, 2008, with respect to an option to purchase any portion of Delta’s Mississippi Assets as stated in Schedule 1A, is hereby null and void and specifically does not grant Delta any right to sell any portion of the Mississippi assets in the future.

6.

REPRESENTATIONS AND WARRANTIES OF STALLION

6.1

Stallion represents and warrants to each of the Purchasers, with the intent that each of the Purchasers will rely thereon in entering into this Agreement and in concluding the transactions contemplated hereby, as follows:

(a)

the execution and delivery of this Agreement and the completion of the transaction contemplated hereby have been duly and validly authorized by all necessary limited liability company action on the part of Stallion, and this Agreement constitutes a valid and binding obligation of Stallion enforceable against Stallion in accordance with its terms; except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction;

(b)

except as will be remedied by the consents, approvals, releases, and discharges described in Schedule 3 - Consents attached hereto, neither the execution and delivery of this Agreement nor the performance of Stallion’s obligations hereunder will:

(i)

violate or constitute default under any order, decree, judgment, statute, by-law, rule, regulation, or restriction applicable to Stallion, the Stallion Assets, or any contract, agreement, instrument, covenant, mortgage, or security, to which Stallion is a party or which is binding upon Stallion,

(ii)

to the knowledge of Stallion, result in any fees, duties, taxes, assessments, penalties or other amounts becoming due or payable by the Purchasers under any sales tax legislation.

(iii)

give rise to the creation or imposition of any Encumbrance on the Stallion Assets,

(iv)

violate or constitute default under any license, permit, approval, consent or authorization held by Stallion, or

(v)

violate or trigger any liability on behalf of the Purchasers pursuant to any legislation governing the sale of the Stallion Assets by Stallion.

(c)

Stallion owns and possesses and has good and marketable title to the Stallion Assets free and clear of all Encumbrances of every kind and nature whatsoever;

(d)

Stallion does not have any indebtedness in excess of $10,000.00 which might by operation of law or otherwise now or hereafter constitute an Encumbrance upon the Stallion Assets; no person other than the Purchasers have any written or oral agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase or acquisition from Stallion of the Stallion Assets;

(e)

except as otherwise provided herein, this Agreement discloses all contracts, engagements, and commitments, whether oral or written,