Attached files

                                                                   Exhibit 10.10

                  PARTICIPATION AND JOINT DEVELOPMENT AGREEMENT

     This  Participation  and Joint  Development  Agreement (the "Agreement") is
entered into by and between TOPAZ  RESOURCES,  INC., a  publicly-traded  Florida
corporation whose address is 1012 N. Masch Branch Road, Denton, Texas 76207-3640
(hereinafter  referred  to as  "TOPAZ"),  party of the  first  part,  and  POLAR
RESOURCES CORPORATION,  a publicly-traded  British Columbia (Canada) corporation
whose  address is Penthouse  2204-1275  Pacific  Street,  Vancouver,  BC V6E 1T6
(hereinafter referred to as "POLAR").

                                    RECITALS:

     WHEREAS,  TOPAZ is (a) an oil and gas exploration  and development  entity,
focused  primarily (among other areas) in North Texas and lands  prospective for
hydrocarbon production from the Barnett Shale (and other shale formations),  (b)
postured  to  undertake  a focused  drilling  program  in this  region at a pace
commensurate  with the stated  needs  and/or  desires of POLAR,  (c) desirous of
developing/producing  one or  more  of its  present  and/or  targeted  leasehold
prospects in concert with POLAR, under the terms set forth herein; and

     WHEREAS, POLAR is (a) seeking acquisition and participation  opportunities,
as a  non-operating  working  interest  owner,  in oil and gas  development  and
production  opportunities,  (b)  desirous  of  acquiring  a working  interest in
TOPAZ's  Browning  #2 Well (as defined  below),  (c)  expressing  the desire and
ability to be a  non-operating  working  interest owner in the drilling of 20-30
"near term" Barnett Shale (or other  depth/formation)  wells,  both vertical and
horizontal in nature,  commencing with wells contemplated by this Agreement, and
(d) further  desirous  of  participating  with TOPAZ in the joint and  near-term
development of such oil and/or gas wells on TOPAZ's leases,  present and future,
consistent with the terms hereof.

     NOW, THEREFORE, in consideration of the payment of Ten Dollars ($10.00) and
other good and valuable considerations, the receipt and sufficiency of which are
hereby acknowledged, TOPAZ and POLAR agree as follows:

                                   AGREEMENT:

     1.0  DEFINITIONS.  In  addition  to the  terms  otherwise  defined  in this
Agreement, the capitalized expressions and/or phrases set forth below shall have
the meaning(s)  set forth beside the same in this  Agreement,  unless  expressly
indicated otherwise.

     (A) "BROWNING LEASE". As used herein, the term or phrase "Browning Lease"
     shall mean and refer to that certain  written  Oil, Gas and Mineral  Lease,
     dated July 15, 2005, from Browning Children's Management Trust, Wells Fargo
     Bank, N.A., Trustee, Lessor, to Dark Horse Operating Co., L.L.C., Lessee, a
     memorandum  of which is  recorded in Volume 355,  Page 507,  Real  Records,
     Montague County,  Texas, as amended by that certain First  Ratification and
     Amendment of Oil, Gas and Mineral Lease,  dated/effective  July 15, 2005, a
     notice of which is recorded in Volume 453, Page 783, Real Records, Montague
     County, Texas, and as further  amended/corrected by that certain Correction
     of  First  Ratification  and  Amendment  of  Oil,  Gas and  Mineral  Lease,
     dated/effective  July  15,  2009,  a  written  notice  of  which,  entitled
     "Correction of Notice of First  Ratification  and Amendment of Oil, Gas and
     Mineral Lease" is recorded in Volume 475, Page 473, Real Records,  Montague
     County, Texas,  covering five (5) non-communitized  tracts of land (labeled
     as "Tract One", "Tract Two", "Tract Three",  "Tract Four" and "Tract Five",
     respectively  therein),  and  containing/covering  the said Lessor's right,
     title and interest in and to a collective  1,187.75 acres of land,  more or

                                  Page 1 of 12

     less. Additionally, the phrase shall also refer to the lands covered by the
     subject  Browning  Lease (in  addition  to the lease  and  rights  relative
     thereto).

     (B) "UNLEASED  INTERESTS".  As used herein,  the term or phrase "Unleased
     Interests" shall mean any and all undivided  mineral interests or ownership
     within the five tracts and/or lands covered by the Browning  Lease,  or any
     of them,  which are  either (1) not  subject  to the terms of the  Browning
     Lease by virtue of an exercise of executive  rights thereon by the Browning
     Children's Management Trust, (2) presently unleased by TOPAZ, or (3) leased
     to a third party(s).

     (C) "BROWNING AMI LEASES".  As used herein,  the term or phrase "Browning
     AMI  Leases"  shall mean and refer to any and all oil,  gas and/or  mineral
     lease or leases (whether one or more) obtained,  secured,  purchased and/or
     acquired by TOPAZ (or by its  principals  or  affiliates)  on lands located
     within the five (5) tracts of land covered by the Browning  Lease,  from or
     granted by the owner(s) of the Unleased  Interests  (defined  above).  Such
     term contemplates  (further) any lands which are immediately  contiguous to
     the lands  covered by the  Browning  Lease,  with no automatic or cascading
     expansion  of the said  Browning  AMI Leases to the  perimeter  of any such
     contiguous  leases in the  absence of a written  agreement  of the  parties
     hereto.

     (D) "BROWNING #2 WELL". As used herein,  the term or phrase  "Browning #2
     Well" shall mean and refer to (a) that certain existing wellbore designated
     at the  Railroad  Commission  of  Texas  as the  "Browning  #2"  well  (API
     #42-337-34339),  located on  non-communitized  Tract Three of the  Browning
     Lease (in the Elias Spray Survey, A-672,  Montague County,  Texas), and (b)
     the "to-be-established" associated and surrounding forty (40) acre oil, gas
     and mineral  leasehold estate of the Browning Lease (generally a forty acre
     unit in the form of a square around the subject wellbore).

     (E)  "NON-BROWNING  #2  ACRES".  As  used  herein,  the  term  or  phrase
     "Non-Browning  #2 Acres"  shall mean and refer to Tracts  One,  Two,  Three
     (save and except the 40 acres thereof contained within the Browning #2 Well
     definition  above),  Four and Five as  identified  in the  Browning  Lease,
     comprised of 220.0 acres,  270.75 acres,  460.0 acres, 100.0 acres and 97.0
     acres,  respectively,  more or less (totaling 1,147.75 gross acres of land,
     more or less). Each of the foregoing five (5) tracts or leasehold  portions
     may sometimes be referred to by their respective tract name/number).

     (F) "OTHER  LEASES".  As used herein,  the term or phrase "Other  Leases"
     shall  mean and refer to such oil and gas  lease or leases or oil,  gas and
     mineral  lease  or  leases,  excluding  the  Browning  Lease  or any of the
     Browning  AMI Leases (or leases on the  Non-Browning  #2 Acres or leases on
     Unleased Interests,  as defined herein), as TOPAZ, in its sole election and
     discretion,  identifies,  discloses,  targets,  designates and/or otherwise
     formally  presents to POLAR,  pursuant to and in a manner  consistent  with
     Section 5.0 et seq below,  for proposed joint  development with POLAR under
     (and in a manner consistent with) this Agreement, if any, whether proximate
     to or otherwise  situated in Montague County,  Texas, areas prospective for
     shale gas/oil production or otherwise.

     (G) "AT COST BASIS".  As used herein,  the term or phrase "At Cost Basis"
     shall mean and refer to the actual  cost(s),  terms and  parameters  of any
     specific transaction or expenditure, as directly expended or as received by
     either  TOPAZ (or DHOPCO  acting at its  direction  and  request),  without
     mark-up or  enhancement.  In the case of (a)  equipment  contributed  to or
     installed at a well/site involved hereunder,  or (b) drilling or completion
     water   delivered   thereto   via  TOPAZ's   existing   water  well  and/or
     frac/accumulation   tank,  the  fair  market  value  thereof,   based  upon
     competitive pricing.

                                  Page 2 of 12

     (H) "BROWNING #2 COMPLETION  COSTS".  As used herein,  the term or phrase
     "Browning  #2  Completion  Costs"  shall  mean  and  refer  to the  monies,
     expenditures  and capital  needed to underwrite and pay for, on an "At Cost
     Basis" (as defined herein) the remaining tasks, labors and equipment needed
     to frac, complete and equip the Browning #2 Well for hydrocarbon production
     and to  produce  oil and gas  therefrom  (expressly  the  costs of the well
     "through the tanks and sales line").  Notwithstanding  the foregoing,  such
     term/definition shall also include such amount(s) and costs incurred in the
     recovery,  hauling  and  disposal  of such  frac/completion  water from the
     Browning #2 Well which equals fifty percent  (50%) of the aggregate  volume
     of water injected into said well as part and parcel to its  completion.  By
     way of a companion definition,  the term or phrase "Connection Point" shall
     mean  and  refer  to that  point  in time  when  (a)  the  subject  well is
     completed,  fully  equipped and  connected to both a natural gas sales line
     and  on-site/functional  tanks  and  production  facilities  for oil  (i.e.
     completed through the tanks and sales line) and is otherwise fully postured
     and  positioned  to  produce,  store  and  sell  hydrocarbons,  and (b) all
     associated  Browning #2 Completion  Costs are paid in full, save and except
     the included and ongoing recovered frac water expenses noted above.

     (I) "BASE  ACREAGE  PRICE".  As used  herein,  the term or  phrase  "Base
     Acreage  Price"  shall mean and refer to the  greater of (1) the sum of ONE
     THOUSAND FIFTY AND NO/100 U.S. DOLLARS  ($1,050.00) per net mineral acre of
     leasehold, or (2) TOPAZ's actual "per acre" acquisition cost(s) in the form
     of lease bonuses paid to third party lessors for leasehold. Such term shall
     not  include  land/title  analysis,  legal  fees for title  opinion(s)  and
     similar  title-related  actual expenses of TOPAZ,  absent TOPAZ independent
     election to include  one or more of the same on a  case-by-case  basis,  in
     such "per  acre"  total(s).  If  applicable,  the term or phrase  shall not
     include   considerations  or  payments  for  non-leasehold   items  (wells,
     equipment or the like, if applicable).

     (J) "DHOPCO".  As used herein,  the term "DHOPCO" shall mean and refer to
     Dark Horse Operating Co., L.L.C., a Texas limited  liability  company whose
     mailing address is P.O. Box 2184,  Denton,  Texas 76202-2184,  and which is
     the  current  and  designated  operator  of the  Browning  #2 Well  and the
     original lessee under the terms of the Browning Lease.

     (K) "UNIT  ACREAGE".  As used herein,  the term or phrase "Unit  Acreage"
     shall mean and refer to the minimum number of leasehold  acres TOPAZ and/or
     DHOPCO designates as a functioning unit, in its/their discretion,  pursuant
     to leasehold terms and/or  applicable field rules  established by governing
     or regulatory  authorities  for a specific well or wells  proposed or to be
     drilled and developed by and among TOPAZ and POLAR hereunder.  With respect
     to Unit Acreage within the Browning Lease or Browning AMI Leases, such Unit
     Acreage shall be a minimum of forty (40) acres, whether such well(s) is/are
     vertical  or  horizontal  in  nature.  With  respect to Other  Leases,  any
     plausible  or  applicable   minimum  shall  be  in  TOPAZ's   election  and
     discretion. The establishment of such Unit Acreage shall be part and parcel
     to POLAR's acquisition of a working interest therein, pursuant to the terms
     of this Agreement.

     (L) "RMJ AGREEMENT".  As used herein,  the term or phrase "RMJ Agreement"
     shall  mean  and  refer to that  certain  written  Subscription  Agreement,
     dated/effective  September  21,  2010,  by and  between  TOPAZ and  DHOPCO,
     parties  of the  first  part,  and  RMJ,  Inc.  (herein  "RMJ"),  a  Nevada
     corporation whose address is 8921 N. Indian Trail Road, Suite 288, Spokane,
     WA 99208, party of the second part, as supplemented/amended by that certain
     written Supplemental Subscription Agreement,  dated/effective September 21,
     2010,  relating and  pertaining  to the Browning  Lease (as the same may be
     amended or supplemented from time to time).

                                  Page 3 of 12

     (M) "EFFECTIVE TIME". As used herein, the term or phrase "Effective Time"
     shall mean and refer to 12:00 p.m. on the date of TOPAZ's execution of this
     Agreement.

     2.0  BROWNING #2 WELL  STATUS;  GENERAL  INTENT OF  PARTIES.  DHOPCO is the
current  record  owner  (subject to TOPAZ's  implementing  option to acquire the
working  interest in the Browning #2 Well) of a 100.0% working  interest (and an
attributable  75.0% net revenue  interest) in and to the Browning #2 Well of the
above-referenced  Browning Lease, with an undivided 25.00% working interest (and
an  attributable  18.75% net revenue  interest  and cost  obligation  of 28.125%
through the Connection Point thereof) contracted to convey to RMJ. As part of an
express  post-primary  term  continuous  development  program  under the written
Browning lease, DHOPCO, using funding from TOPAZ, has heretofore drilled, logged
and set  production  casing on the Browning #2 Well,  to a depth  sufficient  to
produce the Barnett Shale (and has heretofore provided RMJ and POLAR with copies
of relevant logs,  show sheets,  daily drilling  reports and other  well-related
materials  generated  and derived from such  processes).  TOPAZ,  as an emerging
public  company,  is in the early stages of its initial  capital raising efforts
and is desirous of POLAR's (and RMJ's) joinder and participation in the Browning
#2  Well  hereunder.  POLAR  is  desirous  of  participating  in  the  near-term
development of multiple wells, both vertical and horizontal, with TOPAZ, both on
the Browning Lease and on such Other Leases as the parties may manifest a mutual
interest in developing.

     3.0 PURCHASE AND SALE OF WORKING INTEREST IN BROWNING #2 WELL. TOPAZ agrees
to sell to POLAR and POLAR agrees to purchase  from TOPAZ an undivided  62.9883%
working interest (and an attributable  47.2412% net revenue  interest) in and to
the forty (40) acre  Browning #2 Well portion of the Browning  Lease (the "POLAR
Browning #2 WI"), subject to the conditions and terms of this Agreement.

     3.1 ASSOCIATED COST OBLIGATION(S). The POLAR Browning #2 WI is (a) acquired
     "as is" and subject to no unpaid or unsatisfied  costs of drilling,  casing
     or  logging  (and  associated  "pre-completion"  costs  (i.e.  a  "paid-up"
     acquisition)  through the Effective  Time, (b) subject to a cost obligation
     of 71.875% of the  Browning #2  Completion  Costs  through  the  Connection
     Point,  and (c)  following  the  Connection  Point of the Browning #2 Well,
     POLAR's cost obligation for its working  interest/lease  operating expenses
     for the Browning #2 Well shall reduce to 62.9883%,  all in conformity  with
     the JOA (a defined below).

     3.2  PURCHASE   PRICE/CONSIDERATION.   In  consideration  of  such  working
     interest,  POLAR agrees to pay TOPAZ, upon the execution of this Agreement,
     the  sum of ONE  MILLION  AND  NO/100  U.S.  DOLLARS  ($1,000,000.00)  (the
     "Browning #2 Purchase  Price"),  payable to TOPAZ via bank wire transfer to
     TOPAZ's account, the instructions for such wire transfer being set forth in
     the attached Exhibit "A", which is incorporated herein by this reference.

     3.3 ASSIGNMENT OF WORKING  INTEREST.  Upon the execution of this Agreement,
     TOPAZ  shall  cause  DHOPCO  to  secure an  appropriate  metes  and  bounds
     description  of the Browning #2 Well for TOPAZ's  future use in the written
     assignment of the POLAR  Browning #2 WI.  Following the  Connection  Point,
     TOPAZ  shall  execute,   acknowledge  and  deliver  unto  POLAR  a  written
     Assignment  of Oil, Gas and Mineral Lease (the  "Browning #2  Assignment"),
     conveying the Polar Browning #2 WI in an appropriate and mutually agreeable
     form and format,  the same to be recorded in due course in the Real Records
     of  Montague  County,  Texas at POLAR's  sole  expense.  Absent  reasonable
     objection,  the  form of the  Browning  #2  Assignment  shall  be in a form
     similar to the attached  Exhibit "B", which is incorporated  herein by this
     reference.

                                  Page 4 of 12

     3.4 WARRANTY OF TITLE.  TOPAZ, by virtue of the Browning #2 Assignment,  is
     making a "by,  through and under"  warranty with respect to the Browning #2
     Well.

     3.5  ADDITIONAL  DOCUMENTS.  Pursuant to and upon the terms and  conditions
     herein set forth, POLAR and TOPAZ, upon its entry into and the execution of
     this  Agreement,   hereby  agree  to  execute  and/or  deliver  such  other
     instruments  and documents as may be reasonably  required to effectuate the
     intent,  requirements  and  outcomes  of  this  Agreement,  in due  course,
     including, but not limited to, the following:

     (a) One (1)  written  Joint  Operating  Agreement  (the  "JOA"),  to govern
     operations on the Browning #2 Well,  utilizing a modified and  supplemented
     1982 AAPL Model Form  Operating  Agreement with included  Accounting  COPAS
     attachment, such JOA to be consistent with DHOPCO's prior operations in and
     around Montague County,  Texas, and as implemented with RMJ. Such JOA shall
     (among other things) specifically preclude DHOPCO's  removal/replacement as
     well  operator in the absence of TOPAZ's  express  written  approval,  such
     approval  to be  at  TOPAZ's  sole  discretion,  absent  fraud  or  willful
     misconduct by DHOPCO;

     (b) One (1) executed and acknowledged Memorandum of Operating Agreement and
     Financing Statement; and

     (c) If not  already,  an updated  Authorization  for  Expenditure  ("AFE"),
     reflective  of  the  then-existing   pricing  involved  in  the  activities
     described  therein for the  completion  of the  Browning #2 Well (i.e.  the
     Browning #2 Completion Costs).

     3.6 RMJ  WORKING  INTEREST;  PERCENTAGES  OF  PARTIES.  Pursuant to the RMJ
     Agreement, as supplemented/modified, RMJ will (a) be a party to the subject
     JOA, (b) have an undivided  25.00%  working  interest (and an  attributable
     18.75%  net  revenue  interest)  in and to the  Browning  #2 Well (the "RMJ
     Browning #2 WI"), burdened with an aggregate 28.125% responsibility for the
     Browning #2  Completion  Costs  through the  Connection  Point.  Thus,  the
     contemplated  working  interest  in the  Browning  #2  Well  following  the
     execution of this Agreement shall be as follows:

          WI OWNER       WI %      NET REVENUE %   BROWNING #2 COMPLETION COST %
          --------       ----      -------------   -----------------------------
          POLAR      62.9883% WI    47.2412% NRI             71.8750%
          RMJ        25.0000% WI    18.7500% NRI             28.1250%
          TOPAZ      12.0117% WI     9.0088% NRI              0.0000%

     3.7 COMPLETION OF BROWNING #2 WELL.  POLAR and TOPAZ agree and  acknowledge
     that  the  fracing/completion  of the  Browning  #2  Well is  targeted  for
     commencement  on or before  April 1,  2011 (to  facilitate  the good  faith
     adherence to the Browning Lease's continuous development  timetables),  and
     that the  conclusion of the Section 3.5  documentation  and the delivery by
     POLAR of its AFE'd  share of the  Browning  #2  Completion  Costs  shall be
     concluded in advance of such fracing/completion. Specifically, with respect
     to monies  involved,  POLAR shall deliver such Browning #2 Completion Costs
     not later  than  March  20,  2011 (if not  sooner).  The  parties  agree to
     coordinate the assembly and execution of such Section 3.5  documentation in
     a diligent and good faith manner prior to March 20, 2011.

     4.0 DEVELOPMENT OF NON-BROWNING #2 ACRES AND AMI LEASES. The parties hereto
are  desirous of jointly  developing  TOPAZ's  Browning  Lease as it relates and
pertains to the  Non-Browning  #2 Acres and/or AMI Leases,  subject to the terms
and  conditions  hereof.  The  scope  and  pace of such  development,  primarily
targeted for the Barnett Shale formation  thereunder (with shallower  formations
potentially  producable),  will be necessarily driven,  accomplished and pursued
based  upon  (among  other  things)  (a)  achieved  productive  results  of  the

                                  Page 5 of 12

drilling/completion(s), (b) evaluation of geology, logs and possible 3-D seismic
thereon,  (c) the  corporate  needs  of the  parties,  and (d)  the  demands  of
continuous  development  required  by  the  Browning  Lease  itself.  POLAR  has
heretofore   expressed   a   desire   to   financially    participate   in   the
drilling/producing  of a material number of wells, both vertical and horizontal,
on and  within  the bounds of the  Browning  Lease  with TOPAZ and,  in order to
establish a measure of  commitment  for the  parties  and a  procedure  for such
working interest participation,  both contractual and optional,  POLAR and TOPAZ
agree as follows:

     4.1 TWO WELL COMMITMENT. Following the completion and initial production of
     the  Browning  #2 Well and as  determined  by TOPAZ  (in  conjunction  with
     DHOPCO),  TOPAZ will  propose the  drilling of two (2)  horizontal  Barnett
     Shale wells on the  Non-Browning #2 Acres within the Browning Lease (likely
     situated  within  Tract  Three  thereof),  tentatively  referred  to as the
     "Browning  #3-H  and  Browning  #4-H  wells.  Such  wells  may be  proposed
     sequentially  (the  drilling  and  completion  of one,  followed by a brief
     productive  period before the commencement of the drilling of the other) or
     simultaneously/"back-to-back",  using a single rig to drill  consecutively.
     POLAR agrees to  participate in such two (2)  horizontal  wells,  under the
     same terms and conditions (in terms of percentages and cost obligations) as
     are  established  for the Browning #2 Well  completion.  POLAR will acquire
     from TOPAZ a 52.6855%  working  interest (and an attributable  39.5142% net
     revenue  interest) in the designated  Unit Acreage for each such horizontal
     well (to be a minimum of forty  (40)  acres but not to exceed  one  hundred
     (100) net leasehold  acres,  as  determined by TOPAZ),  coupled with a cost
     obligation to pay 64.8438% of the drilling and completion costs through the
     Connection  Point for each well (such  completion  costs being inclusive of
     elements  consistent with the Browning #2 Completion Costs).  Procedurally,
     with respect to the commencement of each such well(s), the parties will act
     as follows:

     (A)  TOPAZ (or  DHOPCO)  will  propose  the  subject  well(s)  in  writing,
          independently or together,  accompanied by a written AFE for each well
          and preliminary plat of the location(s) and leasehold unit(s);
     (B)  Within  twenty  (20)  calendar  days (or such  other  period  that the
          parties may agree in writing), POLAR shall tender and pay to TOPAZ its
          required  percentage  of the drilling  portion(s)  of the said AFE for
          each  well,  plus a similar  percentage  of the  costs of  casing  and
          cementing the same;
     (C)  POLAR  will  also  pay  TOPAZ  its   invoiced   portion  of  the  unit
          acreage/leasehold  costs,  based upon the Base Acreage  Price  formula
          designated herein;
     (D)  The parties shall execute a  modification  of the existing JOA for the
          Browning #2 Well and  recording  memoranda  of the JOA and  operator's
          lien (see  Section  3.5 above) to include  such new well(s) or, in the
          alternative, execute comparable documents for each new well/unit;
     (E)  The parties will share and deliver  relevant well data and  documents,
          consistent  with the JOA,  and take such other and further  actions as
          are  otherwise  required  by the JOA or as the  parties  may  mutually
          determine to be reasonably  necessary to  effectuate  the purposes and
          intent of this section.

     4.2 VERTICAL  WELL  ADJUSTMENT.  While TOPAZ has reason to believe and does
     believe,  based upon field history and current industry  actions,  that the
     Barnett  Shale  development  of the  Browning  Lease  may be  maximized  or
     otherwise  efficiently  accomplished  by horizontal  drilling,  the parties
     hereto are desirous of  maintaining  the  possibility  that the  obligation
     wells suggested in Section 4.1 (or additions thereto) be potential vertical
     wells  (particularly  if the  vertical  completion  of the Browning #2 Well
     yields quality production results). Thus, at the election and discretion of
     TOPAZ and  notwithstanding  the required horizontal nature of the two wells

                                  Page 6 of 12

     cited in Section 4.1 above, TOPAZ may convert or adjust one or both of such
     horizontal  wells to two (2) vertical Barnett Shale wells each (for a total
     of four (4)  vertical  wells if both  commitment  wells are modified or, if
     only one is converted, two vertical and one horizontal well). To facilitate
     and manifest  such  adjustment,  TOPAZ agrees to notify POLAR in writing of
     its  good  faith  election  to  convert  one  or  both  horizontals  to two
     alternative vertical wells,  inclusive of a supportive narrative therefor).
     In the event of such  adjustment,  the parties agree to use best efforts to
     effectuate the subject  pair(s) of vertical wells along a timeline  similar
     to (as  outside  parameters)  the timing  identified  in Section 4.3 below.
     Further,  nothing shall  preclude the parties from  developing the Browning
     Lease  hereunder  via a fixed  formula or ratio of vertical and  horizontal
     wells and this Section 4.2 is designed to retain early  flexibility  in the
     face of the commitments to drill established in Section 4.1 above.

     4.3  TIMING  PROJECTIONS.  Allowing  POLAR  and TOPAZ  the  flexibility  to
     undertake or commence  each of the foregoing  two (2)  horizontal  wells as
     TOPAZ may reasonably  determine,  the actual  drilling of the first of such
     wells shall be targeted for commencement not later than August 1, 2011 (but
     in no event to be later than the required  commencement date required under
     the terms of the Browning Lease). Further, as a goal and not an obligation,
     the actual  drilling of the second  horizontal  well shall be targeted  for
     commencement on or before December 1, 2011.  Notwithstanding the foregoing,
     nothing  herein  shall  serve to (a)  discourage  or impede  the more rapid
     development of wells  hereunder,  nor (b) increasing the number of vertical
     and/or  horizontal  wells to be undertaken by the parties within the bounds
     of the Browning Lease.

     4.4 ADDITIONAL  BROWNING  WELLS.The parties agree to facilitate the regular
     and  systematic  communication  between  and amongst  themselves  as to the
     status of engineering and technical  evaluation of the wells and leasehold,
     the  acquisition  of  Browning  AMI  Leases  and the  leasing  of  Unleased
     Interests.   Further,  TOPAZ,  in  tandem  with  DHOPCO,   anticipates  the
     formulation  of an  aggregate  well  location  and  unit  strategy  for the
     Browning Lease and will share the same with POLAR in due course. Subject to
     POLAR's  timely  performance   hereunder  relating  to  the  two  committed
     horizontal wells  contemplated by Section 4.1 above, POLAR shall enjoy (and
     is hereby  granted) a continuing  option to  participate  with TOPAZ in the
     working  interest in  additional  oil and/or gas wells to be  developed  by
     TOPAZ  on  such  Non-Browning  #2  Acres  and  Browning  AMI  Leases.  Such
     participation (and the related purchase and sale of working interest) shall
     be  accomplished  using the monetary  parameters and percentage  rights and
     obligations  established  herein for the aforesaid two horizontal wells. In
     order to accommodate the needs of both parties in terms of their respective
     preparation  (for POLAR in arranging  the funding and for TOPAZ in insuring
     replacement  funding or working  interest  participation  if POLAR fails or
     refuses to timely  act),  both POLAR and TOPAZ agree to afford the other as
     much notice as if reasonably  available as to the  contemplated  and needed
     Browning Lease development  hereunder.  Notwithstanding  anything contained
     herein or in the JOA to the contrary,  TOPAZ shall be afforded a minimum of
     ninety (90) calendar days advance notice prior to any commencement deadline
     for a required "continuous development well" within the Browning Lease with
     respect to any proposed well under this Section 4.3. POLAR's ongoing option
     to   participate  is  expressly   subject  to  its  continual   affirmative
     election(s) for successive wells and, should POLAR fail or refuse to timely
     commit to participate in a given/noticed well opportunity under Section 4.0
     et seq, its rights or ongoing  participatory  rights shall be deemed waived
     and TOPAZ,  following written notice to POLAR, shall be free to pursue such
     other and further/replacement third party working interest participation in
     the subject well (and  subsequent  Browning  wells) as TOPAZ may elect,  if
     any, in its sole discretion.

                                  Page 7 of 12

     4.5 ADJUSTMENTS FOR MINERAL  LEASEHOLD  STATUS. In the event TOPAZ does not
     own  or  control  100%  of the  leasehold  interest  in  and to a  proposed
     well/unit or leasehold proposed for drilling under this Section 4.0 et seq,
     TOPAZ shall  otherwise act to disclose the same to POLAR in its development
     notice/submission  hereunder.  The  entitlement  to working  interest,  net
     revenue and cost  obligations  shall be  specifically  and  proportionately
     reduced in accordance with and commensurate with the leasehold  percentages
     available.  Nothing  herein shall require  either party to demand  specific
     performance  with respect to a specific  proposed  well on a leasehold on a
     tract(s) in which less than 100.0% of the  undivided  mineral  estate(s) is
     leased.

     4.6 NON-COMPETITION FOR BROWNING AMI LEASES AND UNLEASED INTERESTS.  POLAR,
     during times  relevant to this  Agreement and for a period of not less than
     three (3) calendar  years,  agrees to refrain from  directly or  indirectly
     pursuing,  acquiring or purchasing  minerals or leasehold within the bounds
     of the Browning AMI Leases  and/or on Unleased  Interests and otherwise act
     to  compete  with  TOPAZ for the same.  In the event  POLAR  ascertains  or
     discovers a viable  opportunity for any such  acquisition or leasing during
     such period,  it will immediately  direct the same to TOPAZ for its further
     pursuit, if at all.

     5.0 JOINT DEVELOPMENT OF OTHER LEASES. At the time of the execution of this
Agreement,  POLAR has expressed and  manifested  its interest and "appetite" for
participating  with  TOPAZ in TOPAZ's  development  of Other  Leases,  using the
template and monetary aspects set forth in this Agreement.  Similarly, TOPAZ, at
the time of the  execution  of this  Agreement,  has reason to believe  and does
believe that (a) TOPAZ will  continue to identify,  pursue and secure  drillable
leases (in the "Other Lease"  category),  (b) TOPAZ is desirous of joining POLAR
in such well development, on a "well-by-well" basis, and (c) TOPAZ and POLAR can
build their  respective  company stature and standing through the furtherance of
the  relationship  reflected  in this  Agreement to Other  Leases.  To this end,
without  the  creation  of any  additional  Area of Mutual  Interest  or similar
obligations  with  respect to any Other Leases and, by way of a goal but without
obligation, the parties agree as follows:

     5.1 POLAR BUDGET AND EXPENDITURE NEEDS.POLAR, during times relevant to this
     Agreement and on a confidential basis, agrees to communicate to TOPAZ, from
     time to time and as POLAR  elects,  as to its  available  capital  and well
     development "appetite",  including,  without limitation, any needs, desires
     and  preferences for potential  development  projects to be undertaken with
     TOPAZ in a fashion  and  pursuant  to terms  similar  to those  established
     herein.

     5.2  OPTIONAL  TOPAZ  SUBMISSIONS.   Upon  POLAR's  agreement  to  maintain
     information  disclosed  by TOPAZ as to Other  Leases in strict  confidence,
     TOPAZ may  hereafter,  without  obligation  and from  time to time,  submit
     information and proposed development plans on Other Leases to POLAR for its
     confidential review and consideration.

     5.3 DOCUMENTATION REQUIRED; DUE DILIGENCE.  Neither POLAR or TOPAZ shall be
     obligated to the development of any of the Other Leases in the absence of a
     written instrument(s) signed by authorized  representatives of both parties
     which (as  appropriate)  references  this  Agreement and its parameters and
     terms or such other  developmental  arrangements  as the parties may,  from
     time to time,  agree  upon.  Each party  shall bear and incur their own and
     respective costs of evaluation and due diligence,  including legal counsel,
     as each may incur in the  evaluation of any of the Other Leases and related
     development possibilities.  Should POLAR ultimately execute an agreement(s)
     for the  development  of any  Other  Leases,  whether  one or  more,  it is
     generally understood that POLAR's  participation  therein shall involve the
     percentage  reimbursement to TOPAZ for its reasonable costs incurred in the
     geological or geophysical evaluation of such opportunities.

                                  Page 8 of 12

     5.4 OFFSET RIGHTS. With respect to any future documented  agreement between
     POLAR and TOPAZ for the development of a well on any Other Leases,  whether
     one or more,  POLAR  will,  at a  minimum  and  when  leasehold  and  other
     conditions  support the same, have the right to participate in the drilling
     of at least one (1) offsetting location or well. Nothing herein shall serve
     to create any established area of mutual interest or rights in an aggregate
     lease,  absent express language in the applicable Other Leases agreement(s)
     to the contrary.

     5.5 NO MINIMUM NET REVENUE. While the available net revenue under the terms
     of any of the Other Leases to be  developed  hereunder  will vary,  nothing
     herein shall prohibit  TOPAZ or its affiliates  from owning or retaining an
     overriding  royalty interest or working  interest in any applicable  leases
     nor mandate a minimum net revenue working interest.

     6.0 DATA SHARING AND ACCESS.  The parties  agree to grant full and complete
access by and to the other party to all applicable wellsites on lands covered by
this  Agreement.  Further,  all data,  information  and tangible  test  results,
including,   but  not  limited  to,  mapping,   surveys,   geophysical  surveys,
geochemical surveys, gravity surveys,  telluric surveys, logs, drill stem tests,
wireline  surveys,  coring samples and data,  pressure/flare  tests,  production
information,  flow tests, daily drilling reports,  daily completion reports, RRC
filings,  State of Texas filings and other  regulatory  filings,  etc.,  and any
other  production/geological/engineering  information  (hereinafter the "Data"),
whether publicly available or otherwise,  derived from any party's activities on
the  Lease  shall be  shared  with the other  party  (or its  successors  and/or
assigns).  Nothing  herein shall serve to require the  gratuitous  disclosure or
transmittal  (or  the  acquisition  of)  seismic,  3-D  or  otherwise,   without
reimbursement  of acquisition  costs thereof.  To this end, each party agrees to
provide to the other party, as to any and all wells  undertaken  hereunder,  two
(2) copies of all Data developed on such well(s).  The Data of one party to this
Agreement is to be disclosed to third  parties by the other party hereto only if
(a) required by law, or (b) if approved in advance by the written consent of the
other party (or its successors or assigns).  It is contemplated that the Data of
the parties may be utilized to secure  similar data items and  information  from
third parties  involved in well  development/production  on adjoining leases and
within the subject county.  The parties  acknowledge a mutual desire and need to
protect the individual and collective  rights of the parties in any confidential
Data developed from the Browning Lease,  Browning AMI Leases or Other Leases. It
is the intent of the  parties  (and TOPAZ and POLAR  hereby  agree) to avoid and
prevent any leak or  unapproved  disclosure  or  dissemination  of Data to third
parties or into circumstances which would reasonably  represent economic harm to
the vested interests of either party,  absent the prior written approval of both
parties.

     7.0  DISPUTE  RESOLUTION.  If a dispute  arises  out of or  relates to this
Agreement  or its breach,  the parties  shall make best  efforts and endeavor to
settle or resolve the dispute first through direct  discussions.  If the dispute
cannot be settled  through  direct  discussions,  the parties  agree to pursue a
resolution through mediation, utilizing an acceptable mediator or third party in
and around Denton or Montague Counties, Texas. Once one party tenders or submits
a written request for mediation, the parties agree to conclude such mediation on
an expeditious basis or timetable,  in no event to exceed ten (10) business days
from the filing of the  request.  Any  controversy  or claim  arising  out of or
relating to this  Agreement  or its breach not  resolved by  mediation  shall be
decided by any applicable Texas law then in effect and remedies provided thereby
(unless  the  parties  agree  otherwise)  or by such  other  methods/avenues  as
either/any party may available  themselves.  Notwithstanding  the foregoing,  no
party shall be  prevented  from  taking  immediate  or  required  legal steps if
necessary  to  prevent  irreparable  harm or damage as the result of a breach or
anticipated breach of this Agreement, thus bypassing any mediation activities.

                                  Page 9 of 12

     8.0  REPRESENTATIONS  AND  WARRANTIES.  The  parties  (and  each  of  them)
represent and warrant to the other the following:

     (A) ORGANIZATION.  Each warranting entity party is a corporation, as stated
     herein,  duly  organized,  existing and in good standing  under the laws of
     its/their respective state or province of origin and otherwise qualified to
     conduct  business in the State of Texas.  Such entity has the  corporate or
     appropriate  authority or legal power to carry on its business as it is now
     being conducted.

     (B)  AUTHORITY.  The board of directors  of TOPAZ and POLAR,  respectively,
     has/have approved, ratified, adopted and authorized the execution, delivery
     and  performance  of this  Agreement by each party,  respectively  (and all
     actions ancillary thereto and contemplated  thereby).  All actions required
     by such  entity's  governing  documents for those actions have occurred and
     the executing  officer or agent is duly  authorized and empowered to act on
     behalf of said entity.

     ( C ) RISK  RECOGNITION.  POLAR  has  engaged  independent  legal  counsel,
     accountants or other  qualified  professional  advisors  (individually  and
     collectively  the  "Advisors")  who  have  acted as  requested  by POLAR to
     evaluate the merits of a working  interest  purchase and the suitability of
     such a  purchase  for  POLAR.  POLAR,  either  alone or  together  with any
     Advisors, if applicable, has such knowledge and experience in financial and
     business  matters  as to be  capable  of  evaluating  the  merits and risks
     associated  with  the  purchase  of a  working  interest(s)  hereunder  and
     recognizes that such  purchase(s)  involves a high degree of risk which may
     result in the loss or the total amount of POLAR's  payment  hereunder  (and
     additional well costs  attributable to such wells).  POLAR is aware that it
     must bear the economic risk of an oil and/or gas well working  interest for
     an indefinite  period of time because the working interest offering has not
     been  registered  under the  Securities  Act of 1933 (the "1933 Act"),  the
     Texas  Securities  Act  or the  securities  act of  any  other  state  and,
     therefore,  subsequent sales may or may not require such a registration (or
     an exception from  registration)  (and TOPAZ has no plans or obligations to
     undertake  such a  registration).  POLAR  represents  that  (i) it has been
     called to POLAR's  attention  by TOPAZ and any  Advisors  that the  subject
     working  interest(s) may or may not yield any production  sales proceeds or
     monies above and beyond the costs incurred, that the well(s) may ultimately
     be a "dry hole"  following  completion/fracing  and that the costs of water
     disposal   and  other   well   costs   may   require   additional   capital
     expenditure(s),   beyond  original  estimates  in  the  AFE  for  drilling,
     completion and/or operations;  and (ii) no assurances are or have been made
     regarding any economic or tax advantages  which may inure to the benefit of
     POLAR. POLAR,  either alone or in conjunction with Advisors,  has made such
     inquiries and  investigations  as were deemed  necessary or  appropriate in
     order to  determine  that a purchase of a working  interest(s)  in any well
     hereunder is a suitable and prudent  investment for POLAR, who accepts full
     responsibility for the adequacy,  scope and diligence of such inquiries and
     investigations.

     9.0 NOTICES.  Any and all notices,  demands and communications  required or
permitted to be given under the terms of this Agreement  shall be in writing and
shall be deemed  to have  been duly  given  when  personally  delivered  or when
actually   received   (via   physical   delivery,   facsimile,   electronic   or
internet/e-mail  transmission  or by U.S.  Mail or  otherwise)  at the following
address(es)  for each party (or at such other  address as any party may  specify
from time to time in writing)(to the indicated  individual  representatives  for
each party):

                                 Page 10 of 12

          If to TOPAZ:    Topaz Resources, Inc.
                          1012 N. Masch Branch Road
                          Denton, TX 76207-3640
                          ATTN:  Mr. S. Rand Stinnett and Mr. Robert P. Lindsay
                          Delivery address:  same
                          Telephone:  (940) 243-1122
                          Facsimile:  (940) 243-8643
                          E-Mail: rstinnett@usa.net and lindsayroberttx@msn.com
                          (with copy to tmunden@topazresourcesinc.com)

          If to POLAR:    Polar Resources Corporation
                          Penthouse 2204-1275 Pacific Street
                          Vancouver, BC V6E 1T6
                          ATTN: Mr. Robert Constantine Grey, its President
                          Delivery address: Same
                          Telephone: (604) 684-9601
                          Facsimile: (604) 684-4036
                          E-Mail: _____________________________

All notices given in accordance  with this Paragraph 9.0 shall be deemed to have
been  received by the party to whom such  notices  are  directed  when  actually
received  or,  in the case of U.S.  Mail,  not later  than  five (5) days  after
posting.  Either  party may change  and/or  supplement  the  address  under this
provision by notifying the other party hereunder.

     10.0  INTEGRATION;   AMENDMENT.   This  Agreement  constitutes  the  entire
agreement of the parties with respect to the subject matter hereof,  superseding
any and all prior discussions,  conversations and/or understandings  between the
parties,  and may not be  modified,  amended  or  altered  except  by a  written
agreement  specifically  referring to this  Agreement and signed by all affected
parties hereto.  No oral  conversations,  discussions or  manifestations  now or
hereafter  constitute  any  enforceable  agreement  and  this  Agreement,   when
executed, shall be controlling, as set forth above.

     11.0  WAIVER.  No  waiver  of any  breach  or  default  hereunder  shall be
considered  valid  unless in writing and signed by the party giving such waiver,
and no such waiver shall be deemed a waiver of any subsequent  breach or default
of the same/similar nature.

     12.0 BINDING EFECT.  This Agreement  shall be binding upon and inure to the
benefit of each party, its/their heirs, successors, personal representatives and
assigns.

     13.0 HEADINGS. The headings or captions contained in this Agreement are for
convenience and reference  purposes only and are not intended to define or limit
the  contents  of any  provision  hereof  or to be  used  in the  interpretation
thereof.

     14.0  COUNTERPARTS.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  all of  which  taken  together  shall  be  deemed  one  original.
Facsimile signatures shall be deemed as effective as an original signature.

     15.0  GOVERNING  LAW. This  Agreement and all  amendments  thereof shall be
governed  by and  construed  in  accordance  with the laws of the State of Texas
applicable to contracts made and to be performable therein. This Agreement shall
be wholly performable in Montague County, Texas.

                                 Page 11 of 12

     16.0 NO PARTNERSHIP. Nothing contained in this Agreement shall be construed
to create a partnership of any kind between any party or combination of parties,
and no party  shall have the  authority  to bind the other to any  agreement  or
obligation except as expressly provided herein, if at all, or as the parties may
expressly authorize from time to time in writing, if at all.

     17.0  ATTORNEY'S  FEES.  Each  party  has been  represented  by or  availed
themselves of the  opportunity to consult with legal counsel in the  preparation
and execution of this  Agreement  and each party shall bear their own costs,  if
any, incurred in the preparation and execution of this Agreement. In the event a
breach of any  covenant,  condition  or warranty in this  Agreement by any party
results in the  initiation of legal  proceedings  to enforce the Agreement or to
protect  interests  and rights  thereunder,  the  prevailing  party(s)  shall be
entitled  to  recover,  in  addition  to other  damages,  all costs of court and
reasonable attorney's fees incurred and expended

     18.0 TIME OF ESSENCE.  Time is of the essence in the performance of any and
all covenants, conditions and actions required by this Agreement.

     19.0 EFFECTIVE DATE; DUPLICATE ORIGINALS. This Agreement shall be effective
as of the date of the  execution  hereof.  This  Agreement is being  executed in
duplicate  original format,  an original of which shall remain in the possession
of each party hereto.  Facsimile or scanned/e-mailed  signatures shall be deemed
the same as or as effective as originals hereunder for all purposes.

     EXECUTED as of the Date(s)  indicated beside each party's  signature below,
to be effective as of the Effective Time.

DATE:__________________________     DATE:___________________________

TOPAZ RESOURCES, INC.,              POLAR RESOURCES CORPORATION,
a Florida corporation                    a British Columbia (Canada) corporation


By:_____________________________    By:_________________________________
     Edward J.Munden,               Name:_______________________________
     Its Chief Executive Officer    Title:________________________________


                                 EXHIBIT SUMMARY

Exhibit "A"..............    TOPAZ's Bank/Wire Transfer information/instructions
Exhibit "B"..............    Assignment format


                                 Page 12 of 12