AGREEMENT

WHEREAS THE Company hereby engages the services of the Operator and the Operator agrees to provide services to the Company as described on Schedule A attached hereto. (collectively the "Services")

AND IN CONSIDERATION of the performance by the Operator of the Services under this Agreement the Company agrees to compensate the Operator for its time, material and Services in accordance with the terms outlined in Schedule B.

This Agreement covers Services rendered by the Operator covering the drilling of a test well on the prospects as outlined in Schedule C, including all follow up wells. This Agreement may be terminated at any time by either party for breach or neglect of duty by the other, which is not remedied within 30 days after written notice by either party. No termination shall prejudice the Operator's rights to payments for Services completed prior to the effective date of termination.

All services shall be performed under this Agreement by the Operator in its capacity as an independent contractor and not as an employee of the Company. The Operator shall supervise the performance of its Services and shall be entitled to control the manner and means by which it's Services are to be performed subject to compliance with the Agreement.

The Operator acknowledges that in the course of this Agreement it shall have access to confidential and proprietary information of the Company which the Company will make available to the Operator or which will come into possession of the Operator in carrying out its Services ("Confidential Information") and Operator agrees not to disclose or disseminate the Confidential Information without the express prior written consent of the Company. The "Confidential Information" shall not include such information as is or becomes part of the public domain through no action of omission of the Operator, which becomes available to the Operator from third parties without knowledge by the Operator, of any breach of fiduciary duty, or which the Operator had in its possession prior to the date of this Agreement.

All notices under this Agreement shall be sent by first class mail, overnight courier or confirmed email to the addresses specified below:

This is the complete Agreement and supersedes all prior and contemporaneous understandings relating to the subject matter thereof, may not be amended or modified except in writing and shall be governed by the laws of Alberta, Canada.

Quest Canada Corp.

By:  

Cameron King

President and CEO

TransAction Oil & Gas Ventures Inc.

By: _____________________

Herb Miller, P. Geol

President

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