LEASE ACQUISITION AGREEMENT

This LEASE ACQUISITION AGREEMENT (the “Agreement”) is made as of February ___, 2013, by and among Santa Fe Petroleum, Inc., a Delaware corporation (the “Purchaser”), and Long Branch Petroleum LP., a Texas limited liability company (the “Seller”). Purchaser and Seller are sometimes referred to herein individually as the “Party” or collectively as the “Parties.”

RECITALS

A.                WHEREAS, through its wholly owned subsidiaries Langtre LLC and Woodlake LLC, the Seller controls the mineral interest leases of certain properties in the Comanche and Brown counties of the State of Texas (the “Current Leases”), which are more specifically referred to in Schedule A attached hereto (the “Properties”);

B.                 WHEREAS, the Seller has agreed to sell to the Purchaser a 100% of its interest in the Current Leases in exchange for entering into Unsecured Convertible Promissory Notes in the total amount of Four Hundred and Forty Four Thousand One Hundred and Forty Eight Dollars ($444,148), which are more specifically referred to in Schedule B attached hereto (the “Notes”);

C.                WHEREAS, as a result of negotiations by and between the Purchaser and the Seller, the Parties have proposed a resolution that they deem to be fair and equitable, and by this Agreement, the Parties wish to effectuate the sale and transfer of the Current Leases.

AGREEMENT

NOW THEREFORE in consideration of the mutual promises and covenants of the parties contained herein, it is hereby agreed as follows:

1. “Area of Interest” means all leases within 5 miles of the Properties;

2. “Current Leases” means the leases comprising a total of approximately 1628.528 acres.

3. "Property Rights" means all licenses, permits, easements, rights-of-way, certificates and other approvals obtained by either of the parties, either before or after the date of this Agreement, and necessary for the development of the Properties or for the purpose of placing the Properties into production or of continuing production on the Properties.

1. the Seller has the full right and authority to enter into, execute and deliver this Agreement;

2. the Seller exercises full control of the Properties and the Properties are free and clear of, and from, all liens, charges and encumbrances of any kind whatsoever;

3. the Seller holds all permits, licences, consents and authorities issued by any government or governmental authority which are necessary in connection with the ownership of the Properties and the Property Rights;

4. the Properties has been properly staked, located and recorded pursuant to the applicable laws and regulations and all mining leases comprising the Properties and the Property Rights are in good standing;

5. there are no outstanding agreements or options to acquire the Properties or any portion thereof, and no person has any proprietary or possessor interest in the Properties;

6. to the best of the Seller's knowledge, there are no outstanding orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect to the Properties and the conduct of the operations related thereto, and the Seller has not received any notice of the same and is not aware of any basis on which any such orders or direction could be made;

7. there is no adverse claim or challenge against or to the ownership of or title to any part of the Properties and, to the best of the Seller’s knowledge there is no basis for such adverse claim or challenge which may affect the Properties;

8. the consummation of the transactions contemplated by this Agreement does not and will not conflict with, constitute a default under, result in a breach of, entitle any person to a right of termination under, or result in the creation or imposition of any lien, encumbrance or restriction of any nature whatsoever upon or against the Properties;

9. reclamation and rehabilitation of those parts of the Properties which have been previously worked have been properly completed in compliance with all applicable laws; and

10. the Seller has advised the Purchaser of all of the material information relating to the Properties of which he has knowledge.

1. the Purchaser is a valid and subsisting corporation duly incorporated and in good standing under the laws of the State of Delaware;

2. the Purchaser has the full right, power, capacity and authority to enter into, execute and deliver this Agreement and to be bound by its terms;

3. the consummation of this Agreement will not conflict with nor result in any breach of its constating documents or any covenants or agreements contained in or constitute a default under any agreement or other instrument whatever to which the Purchaser is a party or by which the Purchaser is bound or to which the Purchaser may be subject; and

4. no proceedings are pending for, and the Purchaser is unaware of any basis for, the institution of any proceedings leading to the placing of the Purchaser in bankruptcy or subject to any other laws governing the affairs of insolvent parties.

1. maintain the Properties in good standing by doing and filing all assessment work or making payments in lieu thereof and by performing all other acts which may be necessary in order to keep the Properties in good standing and free and clear of all liens and other charges arising from or out of the Purchaser's activities on the Properties;

2. do all work on the Properties in accordance with sound drilling, exploration and engineering practices and in compliance with all applicable laws, bylaws, regulations, orders, and lawful requirements of any governmental or regulatory authority and comply with all laws governing the possession of the Properties, including, without limitation, those governing safety, pollution and environmental matters; and

3. maintain true and correct books, accounts and records of operations thereunder, such records to be open at all reasonable times upon reasonable notice for inspection by the Seller or his duly authorized representatives and agents.

1. it will have given to the other party written notice of the particular failure, default, or breach on the part of the other party; and

2. the other party has not, within 30 days following delivery of such written notice of default, cured such default or commenced to cure such default, it being agreed by each party that should it so commence to cure any default it will prosecute such cure to completion without undue delay.

IN WITNESS WHEREOF the parties hereto have executed this Lease Acquisition Agreement this ___ day of ____________, 2013.

LONG BRANCH PETROLEUM LP

______________________________

Authorized Signatory

SANTA FE PETROLEUM INC.

______________________________

Authorized Signatory

Schedule “A”

PROPERTIES

The following is a list of those certain tracts of property located the Comanche and Brown counties of the State of Texas whose mineral interest leases are sold and conveyed pursuant to the Lease Acquisition Agreement:

Schedule “B”

UNSECURED CONVERTIBLE PROMISSORY NOTES

The following is a list of those certain Unsecured Convertible Promissory Notes to be entered into as consideration for the sale of the mineral interest leases to Santa Fe Petroleum, Inc.: