Page 17 - Petrospex_Elaine Prospect

PURCHASE AGREEMENT & POWER OF ATTORNEY

RE: ELAINE LEASE – A 6 (SIX) WELL PROJECT/ 5 NEW WELLS TO BE
DRILLED AND ONE INJECTION WELL

By execution hereof, __________________________________________ hereby offers to
purchase the working interest in the ELAINE Prospect pursuant to and upon the
terms and conditions set forth in that Offering,(the “Offering Materials”), which
relates to the offering of Working Interest and the Operating Agreement referenced
as Exhibit A with such terms and conditions being incorporated herein and made a
part hereof.

Subject only to acceptance hereof by Petrospex,LLC in its discretion, the undersigned
hereby subscribes for the Working Interest and at the Purchase price set forth below,
which amount the undersigned has tendered along with this Purchase Agreement
and Power of Attorney to Petrospex,LLC.

% of Working Interest purchased: ____________
Purchase price $___________________

In connection with this Purchase and as a material inducement to the acceptance
hereof by the Petrospex,LLC, the undersigned stipulates he understands and
represents and warrants that:

1. The Working Interest are generally being offered and sold pursuant to an
exemption from registration requirements provided by Section 4(2) of the Securities
Act of 1933 and appropriate exemptions from registration requirements under
relevant state securities laws. Accordingly, this offering has not been reviewed by
the Securities and Exchange Commission or most or all state securities boards, nor
has any such agency made any finding or determination as to the fairness of
investment in the Working Interest. Petrospex,LLC is not required and does not plan
to register the Working Interest. There is no market for the Working Interest and
none is likely to develop.

2. The undersigned agrees to enter into the Operating Agreement naming
Petrospex, LLC or Petrospex’s designee as Operator as presented in the Offering
Materials. The Operating Agreement is attached as “Exhibit A”.

3. Petrospex,LLC or its designee will drill the ELAINE wells and if viable have them
completed on a turnkey basis as described in the Petrospex,LLC ELAINE Offering
Materials. There are no guarantees the wells will produce commercial quantities of
hydrocarbons or that the wells shall be successful. If successful, we will put the
injection well into service.

4. The undersigned understands and agrees the relationship between the parties
hereto shall not constitute a partnership, and said parties elect to be

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