EQUIPMENT PURCHASE AGREEMENT

RECITALS

WHEREAS, the Sellers are engaged in the business of providing financing to third party commercial ventures through loans and/or the purchase of equity; and

WHEREAS, the Sellers acquired title to certain drilling equipment (the "Equipment") in lieu of foreclosure on loans made to Vanguard Energy Services, Inc.; and

WHEREAS, the Rigs are not in operational condition and require estimated capital investment of $400,000 to bring into working condition; and

WHEREAS, the Sellers are unwilling to provide the necessary capital to make such capital investments and the Purchasers are prepared to acquire the equipment on an 'as-is' basis; and

WHEREAS, the Purchaser intends to merge into a publicly listed company and the Sellers are willing to accept shares in a publicly listed company in satisfaction of the Purchaser's promissory note issued in connection with this transaction; and

WHEREAS, the Sellers desires to sell to the Purchaser, and the Purchaser desires to purchase from the Sellers the drilling equipment for the consideration set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements, and upon the terms and subject to the conditions hereinafter set forth, the parties hereby agree as follows:

Article I

TERMS OF PURCHASE AND SALE

1.1.   Sale of the Equipment. At the Closing (as defined in Section 1.04 hereof), subject to the terms and conditions set forth herein, the Sellers shall sell to the Purchaser, and the Purchaser shall purchase from the Sellers, the Equipment, an itemized list of the Equipment is attached as Exhibit A to this Agreement.

1.2.   Purchase Price. The Purchaser shall pay to the Sellers an amount equal to three million two hundred sixty thousand dollars ($3,250,000] in the following manner:

A.      Issuance of a promissory note in the amount of $3,250,000 without interest due on December 31,2009, and solely at the Purchaser's option, Purchaser may deliver two million one hundred thousand (2,100,000) (the "mergee shares], of the common shares of a reporting corporation in full satisfaction of its promissory note issued in conjunction with this transaction. The number of shares issued to each of the sellers shall be as provided in Exhibit C. The mergee must be in a current status with its SEC filing requirements and currently quoted on the OTCBB. All Mergee Shares issued to Sellers shall be duly and validly issued and shall be fully paid and non-assessable. Notwithstanding of the aforementioned, there maybe due the following additional consideration:

1.] One Hundred Eighty (180) days from the delivery of the mergee shares, if the market price of the issuers common stock, as quoted on the OTCBB, or other regional or national stock exchange, other than the Pink Sheets, is not $1.55 per share, a sufficient number of additional shares shall be delivered to the Sellers so as to constitute a dollar value in the aggregate of the total number of Shares that is equal to the value of the 2,1000,000 shares at $1.55 per share

2.) In the event that the common stock of the issuer is quoted on the Pink Sheets, and is not quoted on the OTCBB, or any other regional or national stock exchange, on the date of the effectiveness of the first registration of any of the mergee shares, or on the date that an exemption from registration for such shares is available to the Shareholders at any time subsequent to the execution of this EPA, and prior to the 180* day subsequent to the execution of this EPA, then four hundred thousand (400,000) additional shares of common stock shall be issued and delivered by Purchaser or the issuer, as applicable, to the Sellers immediately following such occurrence.

B.      The Equipment sold by the Sellers to the Purchaser on the Closing Date has a fair market value of $3,250,000.

C      All of the terms and conditions, rights and entitlements of the Sellers shall be applicable to the mergee, or any other reporting parent or holding company exercising voting or shareholder control over PURCHASER (hereafter, the "Parent"), upon the execution and effectiveness of Purchaser's merger with the mergee, or such Parent.

D.     AH obligations of the Purchaser shall accede to the mergee, or any such parent of PURCHASER, as if the original transactions contemplated herein had occurred with the mergee, or such Parent, as applicable, as of the date of this Agreement.

1.03   Registration Rights Restricted common shares issued to Sellers in connection with this agreement shall be not be subject to any registration rights except as provided an exemption from registration for such shares as governed by the regulations of the securities issued hereto with the Securities and Exchange Commission, and any other regulatory or governmental authority within whose jurisdiction or control such registration is required.

1.04.  Closing.

(a)           The closing of the transactions contemplated hereby (the "Closing")

shall take place on the date or dates and time(s) as agreed by the Purchaser and Sellers, by the Purchaser and the Sellers each delivering a signed copy of this Agreement to the Sellers's agent at the address set forth in Section 6.02 hereof (the "Closing Date"). The Closing may take place in two or more parts, as necessary, to complete share or cash transfers, or to accommodate Equipment Bills of Sale availability, or other pre-closing or post-closing items as required by the Sellers or tine Purchaser, and each closing shall be valid and binding to the parties.

(b)           At the Closing, subject to the terms and conditions set forth herein,the Purchaser shall pay and deliver to the Sellers the Purchase Price in accordance with its terms. The portion of the Purchase Price represented by the common shares of the Purchaser shall be payable to the Sellers at the Closing, and as otherwise described herein, by delivering the Shares to the Sellers's agent at the address set forth in Section 6.02 hereof.

(c)           At the Closing, subject to the terms and conditions set forth herein and following receipt by the Sellers of the Purchase Price, the Sellers shall deliver or cause to be delivered to the Purchaser title evidencing ownership of Equipment as listed in Exhibit A of this Agreement.

1.05   Physical Location of Equipment and Lease Terms

(a)        The Equipment identified in Exhibit A, Part 1, of this Agreementare located in facilities under control of the Seller.

(b)        (1) For as long as the Equipment identified in Exhibit A, Part 1, of this Agreement, is located and stored, at the Purchaser's option, in the facilities currently provided for by the Seller the Purchaser shall not be obligated to make lease or storage fee payments to the Seller, for the storage of the Equipment in their facilities, for a term of one (1) years from the Date of this Agreement.

(c)           Security of equipment at locations. Security measures to be effected bythe owner of the facilities wherein the Equipment is stored and warehoused, as well as measures to be monitored by the Sellers, shall be attached as a post-closing Addendum to this Agreement, within the first 30 days subsequent to Closing. In the event that security measures acceptable to the Purchaser are not in place within the thirty-day period following the Closing Date, Purchaser, at its sole option, may extend the period within which such measures may be affected, and Sellers agrees to any reasonable extension up to an additional sixty (60) days.

Sellers cannot warrant or make representations regarding Security measures wherein the Equipment is stored and warehoused, and which will continue to be in effect during the anticipated term of the Equipment's storage in each location.

(d)   Insurance on equipment No insurance covering the Equipment shall be attached to the sale of the Equipment Purchaser shall place its own insurance at its own discretion.

(e)   Mechanisms for delivery/pickup by new purchasers. The operational methods for pickup, release, and delivery of equipment removed from their respective warehouse locations or resold by Purchaser to third parties shall be described in a post-closing Addendum to this Agreement, within the first 30 days subsequent to Closing, and prior to the release by Sellers of any Equipment purchased by the Purchaser herein. All transportation and warehouse costs incident to the removal of the purchased Equipment by the Purchaser shall be at the Purchaser's expense.

1.06   Pre-Closing Expenses

(a)   Legal Costs—The Seller and Purchaser shall each bare their own costs of legal representation on this agreement

(b)   Purchaser and Sellers acknowledge herein that the nature of the pre-closing expenses and the timing of their payments to the recipients prior to the Closing Date precludes the refund of such expenses once expended, except for th