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S PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is dated as of the 30a' day of September, 2005, by and between American Soda, LLP, ("Seller"), and EnCana Oil & Gas (USA) Inc. ("Buyer"). RECITALS: A. Seller desires to sell, assign and convey to Buyer and Buyer desires to purchase and accept certain. assets, as hereinafter described, located in Rio Blanco and Garfield Counties, Colorado. B. The parties have reached agreement regarding such sale and purchase. ARTICLE 1: DEFINUIONS Definitions: In this Agreement, capitalized terms have the meanings provided in this Article, unless expressly provided otherwise in other Articles. (All defined terms include both the singular and the plural. All references to Articles refer to Articles in this Agreement, and all Exhibits refer to Exhibits attached to and made a part of this Agreement.) "Affiliate" means and includes any entity that, directly or indirectly, through one or more intermediaries, controls or is controlled by or is under common control with the entity specified. "Alleged Environmental Condition" means environmental condition(s) asserted by Buyer in accordance with Section 5.2 that, as of the Closing Date (as hereinafter defined), are allegedly not in compliance with the then existing Environmental Laws (as hereinafter defined). "Alleged Title Defect" means a Title Defect (as hereinafter defined) which is asserted by Buyer in accordance with Section 5.2. "Assignment and Bill of Sale" means a document in the form of Exhibit A. "Business Day" means a Day (as hereinafter defined) excluding Saturdays,- Sundays and U.S. legal holidays. "Casualty Loss" means any loss, damage or reduction in value resulting from mechanical failure or defects, catastrophic occurrences, acts of God and any other losses Gt\CRL1 AinSodaPorchaseSakAgmtEnCa+idINAL.doc 1