Cheetah Oil & Gas Ltd. ▼

                              ACQUISITION AGREEMENT


         Agreement  dated  March 5, 2004,  by,  between  and among  Bio-American
Capital   Corporation,   a  company   incorporated  under  the  laws  of  Nevada
(hereinafter  referred to as "Buyer") an OTC - BB - NASDAQ  company and Georgina
Martin,  being  the sole  shareholder  of  Cheetah  Oil & Gas  Ltd.,  a  company
incorporated  under  the  laws  of the  Province  of  British  Columbia,  Canada
(hereinafter the shareholder  referred to as the "Seller," and Cheetah Oil & Gas
Ltd.,  . . .

MANAGEMENT EMPLOYMENT AGREEMENT

THIS AGREEMENT is made effective the 1st day of May, 2005.

BETWEEN:

GARTH BRAUN, of Suite 501, 1166 Alberni Street,

Vancouver, British Columbia, V5E 3Z2

(the �Manager�)

AND:

CHEETAH OIL AND GAS LTD., a Nevada company

having an office at 2nd Floor, 498 Ellis Street,

Penticton, British Columbia, V2A 4M2

(the �Company�)

WHEREAS:

A.                     The Company is a United States reporting company under the US Securities Exchange Act of 1934;  . . .

MANAGING DEALER AGREEMENT

March 31, 2005

C. K. Cooper & Company, Inc.

18300 Von Karman Avenue Suite 700

Irvine, California 92612

Dear Sirs:

Cheetah Oil and Gas Ltd., a Nevada corporation (the �Company�) desires to increase the capital of the Company in the maximum amount of $15,000,000 (or, at the discretion of CKCC, $20,000,000 should the over-allottment be exercised) by the sale of units (�Units�) consisting of one share of Common Stock, par value $0.001 per share, of the Company (the �Common Stock�) and one stock purchase warrant (a �Warrant�) to purchase one-fifth  . . .

                      PLAN AND AGREEMENT OF REORGANIZATION


This Plan and Agreement of Reorganization (the "Agreement") effective June 4,
2002, is by and between Bio-American Capital Corp., Inc., a Nevada corporation
("Bio-American Capital Corp."), having its principal offices 2121 East Pacific
Highway, Corona del Mar, California 92625; Bright Star Resources, Inc. ( "Bright
Star"), and the majority shareholders of Bright Star Resources, Inc., an
Arkansas corporation having its offices at 1501 Azure Hills Drive, Van Buren AR
72956 ("Majority  . . .

PLEDGE AND SECURITY AGREEMENT

PLEDGE AND SECURITY AGREEMENT, dated as of March 14, 2006 (this �Agreement�) made by Cheetah Oil & Gas Ltd., a Nevada corporation (�Cheetah�), Cheetah Oil & Gas Ltd., a British Columbia corporation (�Cheetah BC�), Scotia Petroleum Inc., a British Columbia corporation (�Scotia BC�) and each other Subsidiary (as defined in the Securities Purchase Agreement defined below) of Cheetah hereafter becoming party hereto pursuant to the terms of the Securities Purchase Agreement (together with Cheetah, Cheetah BC and Scotia BC, each a �Grantor� and, collectively,  . . .

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT (this �Agreement�), dated as of March 14, 2006, between Cheetah Oil & Gas Ltd., a Nevada corporation (the �Company�), and Macquarie Holdings (USA) Inc. (the �Buyer�).

WHEREAS:

A. In connection with the Securities Purchase Agreement between the parties hereto of even date herewith (the �Securities Purchase Agreement�), the Company has agreed, upon the terms and subject to the conditions set forth in the Securities Purchase Agreement, to issue and sell to the Buyer (i) senior secured convertible notes of the Company (the �Initial  . . .

                                   SECURED PROMISSORY NOTE

              $100,000.00                                         July 16, 2002

                  BIO-AMERICAN CAPITAL CORP., a Nevada corporation, ("Maker"),
for value received, agrees to pay to the order of HUMBOLDT CAPITAL CORPORATION
(herein called "Payee" which term shall herein in every instance refer to the
owners or holders of this Note), at 1800, 633 6th Ave. S. W., Calgary, Alberta
CANADA T2P 2Y5, or at such other place as Payee may hereafter designate in
writing, in lawful money of the United  . . .

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT (this �Agreement�), dated as of March 14, 2006, between Cheetah Oil & Gas Ltd., a Nevada corporation, with headquarters located at 809 Manning Road NE, Calgary, Alberta, T2E 7M9, Canada (the �Company�), and Macquarie Holdings (USA) Inc. (the �Buyer�).

WHEREAS:

A.           The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the  . . .