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Exhibit 10.1 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT

Asset Purchase Agreement

Exhibit 10.1 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT | Document Parties: STANDARD DRILLING, INC. | PBT Capital Partners LLC | Standard Drilling, Inc You are currently viewing:
This Asset Purchase Agreement involves

STANDARD DRILLING, INC. | PBT Capital Partners LLC | Standard Drilling, Inc

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Title: Exhibit 10.1 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT
Governing Law: Texas     Date: 10/11/2007

Exhibit 10.1 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT, Parties: standard drilling  inc. , pbt capital partners llc , standard drilling  inc
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                                                                    Exhibit 10.1


                            ASSET PURCHASE AGREEMENT

         THIS ASSET   PURCHASE   AGREEMENT,   dated as of   September   24, 2007 (the
"Agreement"),   is by and among PBT   Capital   Partners,   LLC, a Delaware   limited
liability   company   (the   "Buyer"),   and   Standard   Drilling,    Inc.,   a   Nevada
corporation (the "Seller", or "the Company")

                              W I T N E S S E T H:
                              - - - - - - - - - -

         WHEREAS,   Buyer   desires to purchase   from the   Seller,   and the Seller
desires   to sell to Buyer,   certain   assets of the   Seller in   exchange   for the
assumption by Buyer of certain liabilities and obligations of the Seller;

          WHEREAS,   the   transaction   described in this Agreement would be in the
best interest of the Company because among other things it would   facilitate the
Company obtaining capital from investors; and

         WHEREAS,   the Buyer is owned and/or controlled by Prentis B. Tomlinson,
Jr., a member of the Board of Directors of the Company ("Tomlinson");

         NOW,    THEREFORE,    in    consideration    of   the    premises    and    the
representations,   warranties,   covenants and agreements   contained   herein,   the
parties hereto, intending to be legally bound, agree as follows:


                                    ARTICLE I
                                  THE PURCHASE

         Section 1.1.   Purchase.   On and subject to the terms and   conditions of
this Agreement,   at the Closing,   Buyer will acquire and assume from the Seller,
and the Seller will sell and transfer to Buyer, such   liabilities,   obligations,
assets,   rights,   properties,   and interests of the Seller as may be required to
cause the Seller as of the Effective Time (as hereinafter defined) to have (i) a
cash balance of $839,068.40,   (ii) a deferred note payable by Buyer to the order
of Seller and   guaranteed   by Tomlinson in the amount of $600,000   payable on or
before December 31, 2007, (iii) no existing or contingent liabilities other than
the Exempted Liabilities (as hereinafter   defined),   and (iv) no other assets or
properties.   In order to accomplish   the   foregoing,   at the Closing the parties
will take the actions contemplated in this Article I.

         Section 1.2. Liability Assumption.   At Closing,   Buyer shall assume the
liabilities and obligations as described below and more fully on Schedules 1 and
2,   whether   such   amounts   accrue prior or   subsequent   to the   Effective   Time
(collectively, the "Assumed Liabilities"). as follows:

              (a)   Obligations   of Seller under its current office lease at 1155
Dairy Ashford, Houston, TX 77079. as described on Schedule 1;



<PAGE>

              (b) Obligations of Seller to repay principal and accrued   interest
under the Interim Credit Agreement between Tomlinson. and Seller as described on
Schedule 1;

              (c) The failure to drill penalties   associated with certain leases
in the Norton Prospect in Johnson County,   TX, (the "Norton   Prospect   Leases" )
described on Schedule 2;

              (d) Any and all further liabilities,   known or unknown,   under the
Norton Prospect Leases;

              (e) The   employment   agreements   between Seller and certain of its
current and former officers and employees described on Schedule 1;

              (f) The obligations   under the termination   letters between Seller
and certain of its former officers and employees described on Schedule 1;

              (g) Proposed severance payments to certain   non-contracted current
employees of Seller described on Schedule 1;

              (h)   Obligations   of Seller on the invoice   from IHS Energy   dated
July 31, 2007   referencing   the   contract   between   Seller and IHS Energy   dated
August 14, 2006; and

              (i) Any further   liabilities known or unknown   associated with the
Acquired Assets.

         Section 1.3   Promissory   Note.   At the   Closing,   Buyer will deliver to
Seller   a   promissory   note in the   principal   amount   of   $600,000   in the form
attached   hereto as Exhibit A,   which   shall be   guaranteed   by   Tomlinson   (the
"Note").

         Section 1.4 Exempted Liabilities.   At Closing,   Seller shall retain the
liabilities   and   obligations   as described   below and more fully on Schedule 3,
whether   such   amounts    accrue   prior   or   subsequent   to   the   Effective   Time
(collectively, the "Exempted Liabilities") as follows:

              (a)   All   existing   payables   and   future   obligations   under   the
Advisory    Consulting     Agreement    dated   June   1,   2006   between    Seller   and
International Capital Advisory Inc. described on Schedule 3;

              (b) All future   obligations   under the Support Services   Agreement
dated November 7, 2006 between Seller and Petroleum   Financial Inc. described on
Schedule 3; and

              (c) The obligation to provide health   insurance   benefits to David
Wilson pursuant to that certain employment   agreement effective May 15, 2006 and
termination letter dated February 20, 2007 described in Schedule 1.


                                       2
<PAGE>

         Section 1.5.   Acquired Assets.   In consideration   for the foregoing set
forth in Sections   1.1 1.2,   1.3, and 1.4,   Buyer will acquire from Seller,   and
Seller will transfer and assign to Buyer,   the following   assets (the   "Acquired
Assets"):

              (a) The inventory,   equipment,   prepayments to secure   delivery of
equipment and other items of tangible   personal property of the Seller described
on Schedule 4 (the "Tangible Personal Property");

              (b) All stock owned by the Seller in Standard   Drilling E&P, Inc.,
a Nevada corporation ("the   Subsidiary")   described on Schedule 5 which owns the
oil,   gas   and   mineral   leases   of the   Seller   under   the   Daniels   Lease   (as
hereinafter defined);

              (c) The oil, gas and mineral   leases of the Seller under the North
Grandview Prospect Leases described on Schedule 2;

              (d) The oil, gas and mineral leases of the Seller under the Norton
Prospect Leases described on Schedule 2;

              (e) The oil, gas and mineral leases of the Seller under the leases
in Pope and Logan Counties, Arkansas described on Schedule 2;

              (f) The cash of the Seller as of the Effective Time, to the extent
the   balance   of the   cash   of the   Company   as of the   Effective   Time   exceeds
$839,068.40 ; and

         Section 1.6.   Closing.   The closing (the "Closing") of the transactions
contemplated   by this   Agreement   (the   "Transaction")   shall   take place at the
offices of the   attorneys   for Seller on September   24, 2007, at such other time
and place as Buyer and the Seller   shall   agree.   The date on which the   Closing
occurs is referred to in this Agreement as the "Closing   Date." The Closing will
be effective as of the close of business on September   17, 2007 (the   "Effective
Time").   At the Closing,   each of the parties   hereto will perform such acts and
deliver   such   documents   as are   required   pursuant   to the terms   hereof to be
delivered at Closing.

         Section 1.7. Taxes. Any general property and/or ad valorem tax assessed
against or   pertaining   to the   Acquired   Assets   for the   taxable   period   that
includes   the   Effective   Time shall be prorated   between   Buyer and the Seller.
Buyer shall be responsible for all transfer, sales, use, or other similar taxes,
if any, resulting from the Transaction.


                                   ARTICLE II
                     REPRESENTATIONS AND WARRANTIES OF BUYER

         Buyer represents and warrants to the Seller as follows:


                                       3
<PAGE>

         Section   2.1.   Organization   and   Qualification.   Buyer   is   a   limited
liability   company duly organized,   validly   existing and in good standing under
the laws of the state of   Delaware   and has the   requisite   corporate   power and
authority to own,   lease and operate its assets and   properties   and to carry on
its business as it is now being conducted.

         Section 2.2.   Authority; Non-Contravention; Approvals.

              (a) Buyer has full power and authority to execute and deliver this
Agreement and to consummate the Transaction. This Agreement has been approved by
the   Managers   of Buyer   and no   other   proceedings   on the   part of   Buyer   are
necessary   to authorize   the   execution   and   delivery of this   Agreement or the
consummation by Buyer of the Transaction,   including,   without limitation, under
the applicable   requirements of any securities exchange. This Agreement has been
duly   executed and   delivered   by Buyer,   and,   assuming the due   authorization,
execution   and delivery   hereof by the Seller,   constitutes   a valid and legally
binding agreement of Buyer enforceable   against it in accordance with its terms,
except   that such   enforcement   may be   subject to (i)   bankruptcy,   insolvency,
reorganization,   moratorium   or other   similar   laws   affecting   or   relating to
enforcement   of   creditors'    rights    generally   and   (ii)   general    equitable
principles.

              (b) The execution and delivery of this   Agreement by Buyer and the
consummation   by Buyer of the   Transaction do not and will not violate or result
in a breach of any   provision   of, or   constitute   a default (or an event which,
with notice or lapse of time or both,   would   constitute   a default)   under,   or
result in the   termination   of, or accelerate   the   performance   required by, or
result   in a right of   termination   or   acceleration   under,   or   result   in the
creation of any lien,   security interest,   charge or encumbrance upon any of the
properties   or assets of Buyer under any of the terms,   conditions or provisions
of (i) the charter or bylaws of Buyer, (ii) any statute,   law, ordinance,   rule,
regulation,   judgment, decree, order, injunction, writ, permit or license of any
court or   governmental   authority   applicable to Buyer or any of its   respective
properties   or   assets or (iii) any note,   bond,   mortgage,   indenture,   deed of
trust,   license,   franchise,   permit,   concession,    contract,   lease   or   other
instrument, obligation or agreement of any kind to which Buyer is now a party or
by which   Buyer or any of its   respective   properties   or assets may be bound or
affected.

              (c) No declaration,   filing or registration with, or notice to, or
authorization,   consent or approval of, any   governmental   or regulatory body or
authority is necessary for the execution and delivery of this Agreement by Buyer
or the consummation by Buyer of the Transaction.

         Section   2.3   Brokers'   Fees.   Buyer   does not have   any   liability   or
obligation to pay any fees or commissions to any broker,   finder,   or agent with
respect to the transactions contemplated by this Agreement.

         Section 2.4 The Subsidiary.   The Subsidiary has no assets or properties
other than the lease between the Subsidiary and Paul R. Daniels and wife, Marcia
B. Daniels and Marcia B. Daniels,   Trustee (the "Daniels Lease") as described in
Schedule 5.


                                       4
<PAGE>


                                    ARTICLE III
                         REPRESENTATIONS AND WARRANTIES
                                  OF THE SELLER

         The Seller represents and warrants to Buyer that:

         Section   3.1.    Organization   and    Qualification.    The   Seller   is   a
corporation duly organized, validly existing and in good standing under the laws
of the State of Nevada and has the requisite   power and authority to own,   lease
and operate its assets and   properties and to carry on its business as it is now
being conducted.

         Section 3.2.   Authority; Non-Contravention; Approvals.

              (a) The Seller has full   corporate   power and authority to execute
and deliver this Agreement and to consummate the Transaction. This Agreement has
been approved by the Board of Directors and certain   stockholders of Seller, and
no other   corporate   proceedings   on the part of the   Seller   are   necessary   to
authorize the execution and delivery of this   Agreement or the   consummation   by
the   Seller   of the   Transaction.   This   Agreement   has been duly   executed   and
delivered   by the Seller and,   assuming   the due   authorization,   execution   and
delivery hereof by Buyer,   constitutes a valid and legally binding   agreement of
the Seller,   enforceable against the Seller in accordance with its terms, except
that   such    enforcement    may   be   subject   to   (a)    bankruptcy,    insolvency,
reorganization,   moratorium   or other   similar   laws   affecting   or   relating to
enforcement of creditors' rights generally and (b) general equitable principles.

              (b) The execution and delivery of this Agreement by the Seller and
the consummation by the Seller of the Transaction do not and will not violate or
result in a breach of any   provision   of, or   constitute   a default (or an event
which,   with notice or lapse of time or both, would constitute a default) under,
or result in the termination   of, or accelerate the performance   required by, or
result   in a right of   termination   or   acceleration   under,   or   result   in the
creation of any lien,   security interest,   charge or encumbrance upon any of the
properties   or   assets   of the   Seller   under any of the   terms,   conditions   or
provisions   of (i) the charter or bylaws of the Seller,   (ii) any statute,   law,
ordinance, rule, regulation,   judgment, decree, order, injunction,   writ, permit
or license of any court or   governmental   authority   applicable to the Seller or
any of its properties or assets, or (iii) any note, bond,   mortgage,   indenture,
deed of trust, license, franchise, permit, concession, or any agreement to which
the   Seller   is now a party   or by which   the   Seller   or any of its   respective
properties or assets may be bound or affected.

         Section 3.3. Title. The Seller has good and   indefeasible   title to the
Acquired Assets, free and clear of all mortgages,   liens,   pledges,   charges, or
encumbrance of any nature whatsoever.


                                       5
<PAGE>

         Section 3.4. Health Insurance.   The Seller currently has a group health
plan with AETNA Inc entered   into on August 1, 2007 (the "AETNA   Health   Plan").
Certain   former   employees   currently   rely on the AETNA Health Plan to maintain
their health   coverage under COBRA.   Seller will maintain and renew the existing
AETNA Health Plan, at no additional   out-of-pocket   costs to Seller,   so long as
former   employees   of   Seller   are   entitled   to and elect to   receive   coverage
thereunder   pursuant to COBRA and   payment   for monthly   premiums is received by
Seller from any such former employees are received by Seller.





                                       6
<PAGE>


                                   ARTICLE IV
                     CONDUCT OF BUSINESS PENDING THE CLOSING

         Section 4.1.   Conduct of Business of the Seller.   Prior to the Closing,
the Seller shall   operate its   business in, and only in, the usual,   regular and
ordinary course of business in substantially   the same manner as operated on the
date of this Agreement.


                                    ARTICLE V
                              ADDITIONAL AGREEMENTS

         Section   5.1.   Cooperation.   The Seller   shall   afford to Buyer and its
accountants,   counsel,   financial advisors and other representatives   reasonable
access during normal business hours throughout the period prior to and including
the Closing to all of the properties,   books, and records of the Seller relating
to the Acquired Assets   (including,   but not limited to, tax returns and any and
all records or documents   which are within the   possession   of   governmental   or
regulatory   authorities,   agencies or bodies,   and the   disclosure   of which the
Seller can facilitate or control) and, such parties as its   representatives   may
reasonably   request.   Any   investigation   pursuant   to   this   Section   shall   be
conducted   in such manner as not to interfere   unreasonably   with the conduct of
the business of the Seller or with the   performance   of any of the   employees of
the   Seller.   No   investigation   pursuant   to   this   Section   shall   affect   any
representation or warranty made by any party.

         Section 5.2. Further Assurances. The Seller shall execute,   acknowledge
and deliver or cause to be executed,   acknowledged   and   delivered to Buyer such
assignments or other instruments of transfer, assignment and conveyance, in form
and substance satisfactory to counsel of Buyer, as shall be necessary to vest in
Buyer all of the right,   title and interest in and to the Acquired Assets,   free
and clear of all liens,   charges,   encumbrances,   rights of   others,   mortgages,
pledges or security interests,   and any other document   reasonably   requested by
Buyer in connection with this Agreement.

         Section 5.3.   Expenses and Fees.   Subject to Section 8.3, all costs and
expenses incurred in connection with this Agreement and the Transaction shall be
paid by the party incurring such expenses.

         Section   5.4.    Independent    Investigation    and    Disclaimer.    Buyer
acknowledges   that its   officers   have   served as officers of the Seller an will
continue   to serve as such   through the   Closing   Date and,   as such,   (i) it is
intimately   familiar with the Acquired Assets and the Assumed   Liabilities,   and
(ii) it has sufficient access to the Acquired Assets and the Assumed Liabilities
to   enable   it to   thoroughly   evaluate   the   Acquired   Assets   and the   Assumed
Liabilities   and the risks   associated   therewith.   Buyer   acknowledges   that in
making its decision to enter into this Agreement and consummate the transactions
contemplated   hereby,   Buyer has relied solely on the basis of its own knowledge
an experience, its own independent investigation and the express representations
and warranties set forth herein.   Accordingly,   except as specifically   provided
herein,   the Seller has not made any   representation   or warranty   regarding the
Acquired   Assets or the Assumed   Liabilities,   either   express or   implied.   The
Seller hereby   disclaims all warranties   regarding the condition of the Acquired
Assets,   which is accepted by the Buyer "as is" "where   is".   The Seller   hereby
disclaims   any warranty   regarding   merchantability   or fitness for a particular
purpose, or the nature or extent of the Assumed Liabilities.


                                       7
<PAGE>


                                    ARTICLE VI
                              CONDITIONS TO CLOSING

         Section   6.1.   Conditions   to Each   Party's   Obligation   to Effect   the
Transactions.   The   respective   obligations   of each party   hereto to effect the
Transaction shall be subject to the fulfillment or waiver, if permissible, at or
prior to the Closing of the following conditions:

              (a) no   preliminary   or   permanent   injunction   or other   order or
decree by any federal or state   court which   prevents   the   consummation   of the
Transaction   shall have been issued and remain in effect (each party agreeing to
use its reasonable efforts to have any such injunction, order or decree lifted);
and

              (b) no action   shall   have been   taken,   and no   statute,   rule or
regulation   shall   have been   enacted,   by any state or   federal   government   or
governmental   agency which would prevent the   consummation of the Transaction or
make the consummation of the Transaction illegal;

              (c) the Seller shall have completed the sale by it of the drilling
rig   commonly   referred to as "Rig 1" pursuant   terms and   conditions   which are
reasonably acceptable to the Buyer and the Seller;

              (d) the   Seller   shall have   entered   into an   agreement   with IEC
Systems   concerning   the sale by it of   certain   inventory   pursuant   terms   and
conditions which are reasonably acceptable to the Buyer and the Seller; and

              (e) the Seller shall have   entered into an agreement   with Romfor,
Inc.   concerning   the   sale   by its of   certain   inventory   pursuant   terms   and
conditions which are reasonably acceptable to the Buyer and the Seller.

         Section   6.2   Conditions   to   Obligation   of the   Seller to Effect   the
Transaction. Unless waived by the Seller, the obligation of the Seller to effect
the   Transaction   shall be subject to the fulfillment on or prior to the Closing
Date of the following conditions:

              (a) Buyer shall have performed in all material respects (or in all
respects in the case of any agreement containing any materiality   qualification)
its agreements   contained in this Agreement required to be performed on or prior
to the Closing Date and the representations and warranties of Buyer contained in
this   Agreement   shall be true and correct in all   material   respects (or in all
respects   in   the   case   of   any   representation   or   warranty    containing   any
materiality   qualification)   on   and as of the   date   made   and on and as of the
Closing Date as if made at and as of such date; and


                                       8
<PAGE>

              (b) Buyer and Tomlinson   shall have delivered to Seller a guaranty
in form   reasonably   acceptable to Seller pursuant to which Tomlinson shall have
guarantee (i) the obligations of Buyer to perform the Assumed   Obligations,   and
(ii) the payment of the Note.

         Section   6.3.    Conditions   to   Obligations   of   Buyer   to   Effect   the
Transaction.   Unless   waived by Buyer,   the   obligations   of Buyer to effect the
Transaction   shall be subject to the fulfillment on or prior to the Closing Date
of the following conditions:

              (a) That the Seller shall have performed in all material   respects
(or in all   respects in the case of any   agreement   containing   any   materiality
qualification)   its   agreement   contained   in   this   Agreement   required   to   be
performed on or prior to the Closing Date and the representations and warranties
of the   Seller   contained   in this   Agreement   shall be true and   correct in all
material   respects   (or in all   respects   in the case of any   representation   or
warranty   containing a  


 
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