Page 29 - PennProject

PURCHASE AGREEMENT & POWER OF ATTORNEY

RE: PENN #1 LEASE – A 1 (ONE) WELL RE-ENTY/DRILLING PROJECT

By execution hereof, __________________________________________ hereby offers to
purchase the working interest in the Truby 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 with such
terms and conditions being incorporated herein and made a part hereof.

Subject only to acceptance hereof by Operator 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 Operator, 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. The Operator 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’ designee as Operator as presented in the Offering
Materials. The Operating Agreement will be the standard AAPL Form 610.

3. Petrospex will re-enter/drill the PENN #1 well and if viable have it completed on
a turnkey basis as described in the Petrospex PENN #1 Offering Materials. There are
no guarantees the well will produce commercial quantities of hydrocarbons or that
the well shall be successful.

4. The undersigned understands and agrees the relationship between the parties
hereto shall not constitute a partnership, and said parties elect to be
excluded from the application of Sub-Chapter K of Chapter 1, Subtitle A, of the
Internal Revenue Code of 1954, and all amendments hereto.

Purchase Agreement – Page 1 of 3