(i) Investment Type – debt evidenced by a secured promissory note; (ii) Term – 12 months with the Company having a right to extend the term for a further 12 months at an increased interest rate (i.e. 12.5%) and in exchange for issuing additional common stock to an investor (i.e. 200,000 shares for every $100,000 invested); (iii) Initial Interest Rate – 10% per annum; (iv) Security – security interest against and pledge of all of the membership interests/units of a new, wholly-owned subsidiary to be incorporated by the Company; and (v) Stock – each investor is entitled to receive 150,000 shares of common stock of the Company for every $100,000 invested. The Company is permitted to raise up to $6,500,000 (up to $8,000,000 with an over-allotment option) under the FAS Private Placement, the proceeds of which will be used to repay existing loans, purchase an interest in new oil and gas leases, drill new oil wells on existing or acquired oil and gas leases, and for general working capital purposes. There is no guarantee the Company will raise $6,500,000 or any other amount under the FAS Private Placement.