2003 ORX [Resources Inc.] entered into the ?oClovelly Purchase Agreement?? with

2003 ORX [Resources Inc.] entered into the ?oClovelly Purchase Agreement?? with Coastline Oil & Gas Inc. Pursuant to this Agreement ORX purchased certain oil gas and mineral leases/ interests in a tract of land located in Lafourche Parish known as the?oClovelly Prospect.?? ORX partnered with other entities including MBW [Exploration LLC] to share in the expense and potential profits of the venture to explore and develop the Clovelly Prospect. The partnering parties entered into a Joint Operating Agreement (?oJOA??) and the Clovelly Prospect Participation Agreement (?oParticipation Agreement??). Mr. [Mark] Washauer signed these documents in October of 2003 and December of 2004 respectively on behalf of MBW in his capacity as a ?oManaging Member.?? However MBW did not come into existence until July of 2005 when its articles of organization were filed with the Louisiana Secretary of State.