CANNEX, KUBBY, GULF ONSHORE, INC ASSET PURCHASE AGREEMENT

A.

CXSK desires to sell, assign, transfer and convey to GULF all of CXSK’s rights, titles, and interest in and to its Cannabis Research & Development Business (“CXSK Assets”).

B.

Subject to the terms and conditions of this Purchase Agreement, CXSK agrees to sell to GULF and GULF agrees to purchase from CXSK the CXSK Assets with no liabilities or obligations or encumbrances attached to the CXSK Assets.

C.

A management agreement between GULF and Steven W. Kubby is an essential part of this agreement.

D.

Schedule A to be provided according to CXSK Assets as listed below (“CXSK Assets”):

a.

Website

c.

All Hardware and Software

e.

Billing System

E.

GULF shall assume no liabilities and obligations with respect to the CXSK Assets.

F.

CXSK represents that there are no liabilities, litigations and obligations with respect to the CXSK Assets.

G.

GULF warrants that its financial condition as of September 30, 2009, is as represented by its Q3 2008 Form 10-Q as filed with the Securities and Exchange Commission, excepting as affected by the release of $250,000 in debt by South Beach Live, Inc., and its delivery of 100% of the shares of Curado Energy Resources, Inc. and the Putnam “M” lease, as more fully described in GULF’s October 31, 2008 Form 8-K filing.

1.

Steven W. Kubby, Dr. Richard Melamede and Richard Cowan shall immediately appointed to serve on the Board of Directors of GULF as President and CEO, Director and Chief Science Officer, Director and Chief Financial Officer respectively.

2.

CXSK shall not accept any offers from other parties to purchase the CXSK Assets during the term of this agreement.

3.

GULF represents that immediately prior to this transaction it had 12,597,279 shares of common stock issued and outstanding, and that afterwards it will have 14,697,279 shares of common stock issued and outstanding.  The ten million six hundred thousand (10,600,000) shares paid to Cannex and its assigns will represent approximately seventy three percent 73% of the total shares outstanding in GULF at the closing of this agreement.  GULF has no shares of preferred stock issued and outstanding, and has not filed a certificate of designation with the State of Nevada to declare the rights of any preferred shares that may be issued.

4.

GULF represents that it has thirty million (30,000,000) authorized common shares and one million authorized preferred shares.

1.

The parties agree that on or prior to the Closing Date, GULF and KDE shall pay to CXSK and or its assigns the Purchase Price in the amount of ten million six hundred thousand (10,600,000) Rule 144 restricted shares of GULF (“PURCHASE PRICE”).  KDE shall deliver 8,500,000 shares, and GULF shall issue an additional 2,100,000 shares.

2.

The parties agree that for a period of one year after the issuance of these shares (“Non-Dilution Period”), GULF will not conduct a reverse split of any class of its shares or increase the number of authorized shares without prior approval of KDE.  Furthermore, in the event that GULF issues additional shares for aggregate consideration (cash, securities or in-kind) of less than $1.00 per share during the Non-Dilution Period, the Company shall issue to KDE without additional payment one share of restricted stock for each ten shares sold.  This provision shall not apply to shares issued to officers or directors of the Company as compensation so long as such shares are issued with a restriction permitting sale only after one year from issuance.

1.

Each party hereto shall bear its own costs and expenses with respect to the negotiation and consummation of the transaction contemplated hereunder; provided, however, that should either party fail to negotiate in good faith to effect the consummation of the transaction contemplate