The Freehold Owners Association

THIS AGREEMENT made as of the 1st day of January, 2005

BETWEEN:

THE FREEHOLD PETROLEUM & NATURAL GAS OWNERS ASSOCIATION

a not for profit corporation incorporated under the Canada Corporations Act (“FHOA”)

OF THE FIRST PART

- and -

JUST FREEHOLD ENERGY CORP.,

a corporation incorporated under the laws of Alberta (“JFEC”)

OF THE SECOND PART

WHEREAS FHOA’s mandate is, in part, to promote greater fairness in the dealings between individuals who own freehold mineral rights (“freeholders”) and the oil and gas companies that lease mineral rights from freeholders and develop their oil and gas resources;

WHEREAS FHOA pursues its mandate by providing education and information to freeholders through a web site, newsletters, seminars and a help line (collectively “Information Services”);

WHEREAS FHOA considers the form of lease agreement currently being used by oil and gas companies in leasing freehold mineral rights to be unfair to freeholders, and has partially completed a form of freehold lease agreement (the “FHOA Lease”) which more fairly balances the rights of freehold owner-lessors and oil and gas company-lessees;

WHEREAS FHOA does not currently have the funds or manpower necessary to complete the FHOA Lease and, in the event this lease form can be completed, has no means of causing it to be adopted for use by the oil and gas industry;

WHEREAS JFEC has been incorporated for the purpose of finding and developing oil and gas resources and intends to focus its efforts on leasing and developing freehold mineral rights;

WHEREAS JFEC intends to provide freeholders with an opportunity to participate in the fair and equitable development of freehold mineral rights by utilizing a form of lease agreement which fairly balances the rights of freehold owner-lessors and oil and gas company-lessees (the FHOA Lease), and by offering share capital in JFEC to freeholders;

WHEREAS some of the directors and officers of FHOA are also directors and officers of JFEC; and

WHEREAS the directors of FHOA wish to clarify the relationship between JFEC and FHOA and to make members of FHOA and other freeholders fully aware of this relationship.

NOW THEREFORE THIS AGREEMENT WITNESSETH THAT:

1. JFEC shall use its best efforts to:

a) assist FHOA in developing and trademarking the FHOA Lease;

b) utilize the FHOA Lease in dealings with freehold owners; and

c) offer shares in the capital of JFEC to freeholders on similar terms and conditions as these shares
are offered to other third party investors;

2. FHOA shall use its best efforts to advise FHOA members and other freeholders through Information Services of
JFEC’s existence and its business plans;

3. JFEC shall pay FHOA an annual corporate commercial membership fee of two hundred and fifty dollars
($250.00) per annum subject to annual review.

4. JFEC shall pay FHOA an annual fee of two hundred and fifty dollars ($250.00) per web page for the right to a
post information respecting JFEC on FHOA’s web site (the “Web Fee”), subject to annual review;

5. JFEC shall have the right to pay FHOA a fee of one hundred dollars ($100.00) per 1/6th page of advertising
space in FHOA’s newsletters (the “Ad Fee”), subject to annual review;

6. All information posted to FHOA’s web site by JFEC and all advertisements by JFEC in FHOA’s newsletters
shall be subject to approval by FHOA;

7.                  The right to post information on FHOA’s web site and the right to advertise in FHOA’s newsletters shall not be
             exclusive unto JFEC and shall be made available to any company or individual who, in the opinion of
             FHOA, provides appropriate services to freeholders or is prepared to use the FHOA Lease and pays the Web
             Fee or the Ad Fee;

8.                  JFEC shall pay FHOA a user fee of fifty dollars ($50.00) for each instance that JFEC uses the FHOA Lease to
            secure an interest in freehold mineral rights (the “User Fee”). In cases of multiple owners of the same
             tract, the User Fee will be limited in total to one hundred dollars ($100.00).

9. The FHOA Lease shall not be exclusive unto JFEC but shall be made available to any oil and gas company
prepared to pay FHOA the User Fee;

10. This Agreement shall be posted on FHOA’s web site and shall be made available by the parties to any
freeholder requesting a copy.

IN WITNESS WHEREOF the parties hereto have executed this agreement as of the day
and year first above written.

Just Freehold Energy Corp. Freehold Petroleum & Natural Gas Owners Association

Per: (signed James Harriman) Per: (signed Else Pedersen)

Per: (signed David Speirs) Per: (signed Brad Murray)

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End Notes:

Berkheiser v. Berkheiser and Glaister, S.C.C. [1957] S.C.R. 387
Cherry v. Petch, Ont. H.C. [1948] O.W.N. 378
Langlois v. Canadian Superior Oil Man. C.A., [1958] 23 W.W.R.401
The Oil and Gas Lease in Canada, [1999] Ballem J.B., University of Toronto Press, p. 158
Working with the Oil and Gas Lease, [1998] Hughes, N.T., Insight Press, p. 164