LEASE PURCHASE AND SALE AGREEMENT

Exhibit 10.2

LEASE PURCHASE AND SALE AGREEMENT

     This PURCHASE AND SALE AGREEMENT (“Agreement”) is made to be EFFECTIVE as of the 21 ^st day of March, 2007 (the “Effective Date”), by and between HEMUS, Ltd., a Texas limited liability company, with its principal place of business located at 6565 West Loop South, Suite 555, Bellaire, Texas, 77401 (“Seller”) and Great Plains Exploration, LLC, an Ohio limited liability company, with its principal place of business at 8500 Station Street, Suite 345, Mentor, Ohio 44077, or its nominee (“Purchaser”).

RECITALS

     WHEREAS, Seller owns the oil, gas and mineral leasehold estates in a prospect known as the “Missouri Breaks” (the “Prospect”), which covers that certain tract of real property located in Fergus County, State of Montana and consisting of the approximately 150,000 acres of land that generally shown on Exhibit “A” attached hereto (the “Lease Block Area”);

     WHEREAS, the Seller’s interest in the aforementioned leasehold estates is evidenced by certain lease agreements and other related documents (collectively, the “Leases”);

     WHEREAS, subject to the terms, conditions and other contingencies contained herein, Seller desires to sell to Purchaser and Purchaser desires to purchase a seventy-five percent (75%) interest in some or all of the Leases from Seller on the terms and conditions set forth in this Agreement;

     NOW, THEREFORE, for good and valuable consideration and for the mutual covenants herein contained, Seller and Purchaser agree as follows:

I. PURCHASE AND SALE

     Subject to the terms, conditions and other contingencies specified in this Agreement, Seller shall sell and Purchaser shall purchase as of the Closing Date a seventy-five percent (75%) interest in the Defensible Title Leases (as defined in Section VI(A)), and all of Seller’s related interests in all contracts, easements, rights of way and all other agreements concerning the Defensible Title Leases (collectively, the “Transferred Lease Interest”), subject to an overriding royalty interest in favor of Seller in a percentage equal to the difference between the Lease burdens and 81.5%.

II. PURCHASE PRICE

      A.  Amount of Purchase Price . As more fully set forth in Section VI(B) hereof, the purchase price for Purchaser’s seventy-five percent (75%) interest in the Leases shall be equal to the number of Defensible Title Acres (as defined in Section VI(B)), multiplied by Twenty-Two Dollars and 22/100 ($22.22), which amount shall then be multiplied by seventy-five percent (75%) (the “Purchase Price”).

      B.  Manner of Payment . The Purchase Price shall be paid by Purchaser as follows:

	1.		Within three (3) business days after the Effective Date of this Agreement, a deposit in the Amount of One Hundred Thousand Dollars ($100,000) shall be paid to Seller as an earnest money deposit (“Initial Deposit”), to be credited against the Purchase Price at Closing.
	2.		The balance of the Purchase Price shall be paid in immediately available funds to Seller on the Closing Date.

III. CLOSING

      A.  Time and Place . The sale and purchase of the Transferred Lease Interest shall take place on a date and time mutually agreeable to the parties, which date shall be no later than ten (10) days after the expiration of the Due Diligence Period (the “Closing Date”). On the Closing Date Purchaser shall pay or cause to be paid to Seller the Purchase Price and Seller shall deliver or cause to be delivered instruments sufficient to convey the Transferred Lease Interest to Purchaser. The Closing shall occur at the office of the Purchaser. The following shall occur on the Closing Date:

	1.		Seller shall deliver an executed and acknowledged Assignment of Leasehold Interest Agreement in a form mutually acceptable to Purchaser and Seller. The assignment shall be provided with warranty of title by, through, and under Seller, and subject only to the Permitted Encumbrances, as defined in Article VI.
	2.		Purchaser shall wire the balance of the Purchase Price to an account to be specified by Seller.
	3.		Seller shall deliver to Purchaser exclusive physical possession of the Defensible Title Leases and all related documents.
	4.		Seller shall provide Purchaser with copies of all files relating to the Defensible Title Leases and to the Defensible Title Acres. This will include all property files, including all environmental, engineering, geophysical land, accounting and other technical files, to the extent that they exist.

      B.  Notification . Immediately after the Closing Date, Purchaser and Seller shall notify all vendors, government agencies and lessors (only as those leases that require notification of assignment of oil and gas lease) under the Leases that Purchaser has purchased

the Transferred Lease Interest and execute any and all necessary documentation (such as transfer orders) to reflect the same.

IV. PURCHASER’S DUE DILIGENCE

      A.  Due Diligence Period . During the period beginning upon the Effective Date and ending at 5:00 p.m. MT on the 60 ^th day thereafter (hereinafter referred to as the “Initial Due Diligence Period”), Purchaser and its representatives, at their sole costs and expense, shall have the right to investigate the feasibility of the Prospect (the “Due Diligence Investigation”) which investigation may include, but is not limited to:

	1.		Reviewing the Leases and all documentation relating to the Leases and the Lease Block Area;
	2.		Obtaining title examinations and opinions on a random sample of the larger parcels that make up the Lease Block Area;
	3.		Investigating the accessibility of transmission pipelines to determine distance, pressures, capacities and transport costs;
	4.		Meeting with the Montana Oil and Gas Commission to ascertain permitting and bonding requirements, costs and time;
	5.		Ascertaining the tax structures on oil and gas production;
	6.		Reviewing the general terrain of the Lease Block Area; and
	7.		Meeting with Seller’s major vendors, including drilling companies, logging companies, cement companies, frac companies and pipeline companies to determine cost and availability.

      B.  Due Diligence Extension . Purchaser shall have the right to extend the Due Diligence Period (the “Extended Due Diligence Period”) and to continue its Due Diligence Investigation for an additional sixty (60) after the expiration of the Initial Due Diligence Period by: (i) giving Seller written notice of said extension prior to the expiration of the Initial Due Diligence Period, and (ii) delivering an additional One Hundred Thousand Dollars ($100,000.00) deposit (the “Second Deposit”) to Seller which amount shall be credited against the Purchase Price at closing. For purposes of this Agreement, the Initial Due Diligence Period and the Extended Due Diligence Period shall be collectively referred to as the “Due Diligence Period”.

      C. Access to Seller’s Non-Proprietary Information . During the Due Diligence Period, Seller shall make available to Purchaser during normal business hours at Seller’s offices, or other locations designated by Seller, the Leases and all files, records, documents and other data in Seller’s possession or control relating to the Leases or the Lease Block Area, including but not limited to all title documents relating to the Leases (including any abstracts of title, title opinions, title commitments, title insurance policies, and title curative documents), regulatory and environmental files, contracts, correspondence, permitting files, engineering,

production and well files (to the extent that they exist).

      D.  Access to Seller’s Vendors . Within five (5) days after the Effective Date, Seller shall provide Purchaser a list of Seller’s primary vendors, including but not limited to the types of vendors listed in Section IV(A)(7) above. Seller shall use reasonable efforts in assisting Purchaser in scheduling meetings with Seller’s vendors.

      E.  Right to Terminate . In the event that Purchaser is not satisfied with the results of its Due Diligence Investigation for any reason whatsoever, Purchaser shall have the right to terminate this Agreement by giving written notice thereof to Seller within seven (7) business days following the expiration of the Due Diligence Period, in which case both parties shall be released from any duties or obligations, each to the other, with respect to the transaction contemplated by this Agreement.

V. REPRESENTATIONS AND WARRANTIES .

      A.  Mutual Representations . Each party to this Agreement represents that:

	1.		if the party is not an individual then it is an entity duly organized, validly existing and in good standing under the laws of the State of its organization or incorporation;
	2.		the party has all authority necessary to enter into this Agreement and to perform all of the party’s obligations hereunder;
	3.		the party’s execution, delivery and performance of this Agreement and the transactions contemplated hereby will not: (a) violate or conflict with any provision of its Certificate of Organization or Incorporation, By-Laws or other governing documents; (b) result in the breach of any term or condition of or constitute a default or cause the acceleration of any obligation under any agreement or instrument to which the party is a party or by which the party is bound; or (c) violate or conflict with any applicable judgment, decree, order, permit, law, rule or regulation;
	4.		this Agreement has been duly executed and delivered on the party’s behalf, and on the Closing Date all documents and instruments required hereunder will have been duly executed and delivered. This Agreement, and all documents and instruments required hereunder, shall constitute legal, valid and binding obligations enforceable in accordance with their respective terms;
	5.		the party has been represented by legal counsel of its own selection who has reviewed this Agreement; and
	6.		neither Seller nor Purchaser has incurred any obligation or liability, contingent or otherwise, for brokers’ or finders’ fees in connection with

this Agreement in respect of which the other party may have any responsibility; and any such obligation or liability that might exist shall be the sole obligation of the party whose action gave rise thereto.

      B.  Seller’s Representations . Seller represents and warrants the following as of the Effective Date hereof and as of the Closing Date:

	1.		Seller is the owner of the leasehold interests conveyed pursuant to the Leases and related documents, and Seller has the authority and capacity to sell and convey the leasehold interest that is being conveyed hereunder;
	2.		Seller has not breached, defaulted or otherwise violated any agreement to which it is a party in any material respect or any material obligation to which Seller is bound affecting or pertaining to the Leases or the Lease Block Area;
	3.		There are no threatened or pending suits, actions, claims, investigations or any legal, administrative or arbitration proceedings affecting or pertaining to the Leases;
	4.		The Leases are in full force and effect, enforceable on their terms, and comply with all regulatory requirements and laws, ordinances, statutes and regulations and convey good and marketable title to the mineral rights described therein, and are free and clear of all Title Defects except for the Permitted Encumbrances;
	5.		Seller is not in breach of any laws, ordinances, statues, regulations, bylaws or decrees to which it is subject or which applies to it which would adversely effect the Leases.
	6.		All material royalties, rentals and other payments due under the Leases have been properly and timely paid, and all conditions necessary to keep such Leases in force have been fully performed. No notices have been received by Seller of any claim to the contrary;
	7.		No person, company or entity has the right, agreement or option to purchase any interest in, or portion of, the Leases;
	8.		Any assignment from Seller to Purchaser shall conform to the regulations of the State of Montana and the United States Bureau of Land Management, and any other governmental authority or other entity or third party whose consent may be required;
	9.		Seller holds all permits, licenses, consents and authorities issued and/or required by any governmental authority having jurisdiction over the Leases and/or the Transferred Lease Interest or any subdivision thereof,

including without limitation, any governmental department, commission, bureau, board or administrative agency which are necessary in relation to Seller’s interest in the Leases and its ability to sell and transfer the Transferred Lease Interest to Purchaser;

	10.		Seller has no knowledge of or reason to suspect the existence of any environmental hazards that will materially adversely effect the drilling of wells or transmission of oil and gas within the Lease Block Area. Seller has complied with all environmental laws, ordinances and regulations pertaining to the Lease Block Area and the Leases;
	11.		The Transferred Lease Interest will be conveyed to Purchaser on the Closing Date free and clear of all liens, encumbrances and unsatisfied judgments that negatively impact the Transferred Lease Interest or prevent Seller from having Defensible Title therein; and
	12.		From the Effective Date until the Closing Date, there has not been and shall not be:

	a.		Any material adverse change which will adversely effect Purchaser’s ability to drill wells or transport oil and gas within the Lease Block Area;
	b.		Any sale, assignment, lease or other disposition of the mineral rights subject to the Leases;
	c.		Any mortgage, pledge or grant of a lien or security interest in any of the Leases; or
	d.		No suit, action or other proceeding by a third party or a governmental authority shall be pending or threatened which seeks damage, fines or other penalties from either party in connection with the Leases or the Lease Block Area, or seeks to restrain, enjoin or otherwise prohibit the consummation of the transaction contemplated by this Agreement.
	e.		Any contract or commitment to do any of the foregoing.

      C.  Seller understands that Purchaser has entered into this Agreement in reliance on the representations and warranties contained in this Section V.

VI. DEFENSIBLE TITLE .

      A.  Defensible Title and Title Defects . For the purpose of this Agreement, “Defensible Title” shall mean title to the Leases reflected in the real property records of the county and, if applicable, in the records of the appropriate governmental agency, that (i) entitles Purchaser to receive operating rights to the net mineral acres to be conveyed at Closing as set forth in the Title Letter and (ii) is free and clear of encumbrances, liens, unsatisfied judgments and defects which negatively impact Purchaser’s ability to enter upon the real property subject to the Leases for purposes of drilling any wells and/or transporting oil and gas within any portion of the Lease Block Area, or which negatively effects Purchaser’s entitlement set forth in (i) of this Section. Any Leases which do not meet the standards of “Defensible Title” shall be deemed to have a “Title Defect”.

      B. Purchase Price Calculation.

1.

Title Notice . Purchaser shall give Seller a written “Title Letter” as soon as reasonably possible but no later than three (3) days prior to the Closing Date at 5:00 p.m., MT. The Title Letter shall state the number of net mineral acres for which Purchaser has confirmed that Seller has Defensible Title (the “Defensible Title Acres”), and shall also list the Leases covering said acres (collectively, the “Defensible Title Leases”). At the Closing, Purchaser shall purchase a seventy-five percent (75%) interest in the Defensible Title Leases. The Title Letter shall also contain a calculation of the Purchase Price to be paid by Purchaser which shall be equal to the number of Defensible Title Acres, multiplied by Twenty-Two Dollars and 22/100 ($2