Merger Agreement

Exhibt 10.01


AGREEMENT BETWEEN


ENDEAVOR ENERGY CORPORATION
(a Nevada Corporation)
AND


FIRST ENDEAVOR HOLDINGS INC.
(an Alberta Corporation)


ENDEAVOR CANADA CORPORATION
(an Alberta Corporation)


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INDEX


Page
-----


ARTICLE I - MERGER ........................................................ 5 ARTICLE II - REPRESENTATIONS AND WARRANTIES ............................... 5
2.0l - Organization ................................................. 6
2.02 - Capital ...................................................... 6
2.03 - Officers and Directors, Compensation; Bank Accounts .......... 6
2.04 - Financial Statements ......................................... 6
2.05 - Absence of Changes ........................................... 6
2.06 - Absence of Undisclosed Liabilities ........................... 6
2.07 - Tax Returns .................................................. 6
2.08 - Investigation of Financial Condition.......................... 6
2.09 - Trade Names and Rights ....................................... 7
2.l0 - Contracts and Leases ......................................... 7
2.ll - Insurance Policies ........................................... 7
2.l2 - Compliance with Laws ......................................... 7
2.l3 - Litigation ................................................... 7
2.l4 - Ability to Carry Out Obligations ............................. 7
2.l5 - Full Disclosure .............................................. 8
2.l6 - Assets ....................................................... 8
2A - Organization ................................................... 8
2B - Directors and Officers.......................................... 8
2C - Capital ........................................................ 8
2D - Financial Statements ........................................... 8
2E - Absence of Changes ............................................. 8
2F - Absence of Undisclosed Liabilities ............................. 9
2G - Tax Returns .................................................... 9
2H - Investigation of Financial Condition ........................... 9
2I - Trade Names and Rights ......................................... 9
2J - Contracts and Leases ........................................... 9
2K - Insurance Policies ............................................. 9
2L - Compliance with Laws ........................................... 9
2M - Litigation ..................................................... 10
2N - Ability to Carry Out Obligations ............................... 10
2O - Full Disclosure ................................................ 10
2P - Assets ......................................................... 11 ARTICLE III - SHAREHOLDER REPRESENTATIONS.................................. 11 ARTICLE IV - OBLIGATIONS BEFORE CLOSING ................................... 11
4.0l - Investigative Rights ......................................... 11
4.02 - Conduct of Business .......................................... 11 ARTICLE V - CONDITIONS PRECEDENT TO PERFORMANCE BY ENDEAVOR ............... 12
5.0l - Conditions ................................................... 12
5.02 - Accuracy of Representations .................................. 12


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Page
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5.03 - Performance................................................... 12
5.04 - Absence of Litigation ........................................ 12
5.05 - Other ........................................................ 12 ARTICLE VI - CONDITIONS PRECEDENT TO PERFORMANCE ....................... 12
BY ECC.................................................. 12
6.0l - Conditions ................................................... 12
6.02 - Accuracy of Representations .................................. 13
6.03 - Performance .................................................. 13
6.04 - Absence of Litigation ........................................ 13
6.05 - Other ........................................................ 13 ARTICLE VII - CLOSING ..................................................... 13
7.0l - Closing ...................................................... 13
7.02 - Exchange of Securities........................................ 14
7.03 - Directors .................................................... 14 ARTICLE VIII - REMEDIES ................................................... 14
8.0l - Arbitration .................................................. 14
8.02 - Costs ........................................................ 14
8.03 - Termination .................................................. 14 ARTICLE IX - MISCELLANEOUS ................................................ 15
9.0l - Captions and Headings ........................................ 15
9.02 - No Oral Change ............................................... 15
9.03 - Non-Waiver ................................................... 15
9.04 - Time of Essence .............................................. 15
9.05 - Entire Agreement ............................................. 15
9.06 - Governing Law ................................................ 15
9.07 - Counterparts ................................................. 15
9.08 - Notices ...................................................... 15
9.09 - Binding Effect ............................................... 16
9.l0 - Effect of Closing ............................................ 16
9.ll - Mutual Cooperation ........................................... 16
9.12 - Expenses...................................................... 16


Schedule 1- Allocation of Shares
Exhibit A - Options, Warrants and Covertible Securities (ECC)..
Exhibit B - Officers and Directors Bank Accounts, Safe Deposit
Boxes, Powers of Attorney (ECC)....................
Exhibit C - Financial Statements - Changes in Financial
Condition (ECC) ...................................
Exhibit D - Trademarks, Trade Names and Cpoyrights (ECC).......
Exhibit E - Material Contracts (ECC)...........................
Exhibit F - Insurance Policies (ECC)...........................
Exhibit G - Officers, Directors, (Endeavor)....................
Exhibit H - Options, Warrants and Convertible Securities
(Endeavor) ........................................


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Exhibit I - Financial Statements - Changes in Financial
Condition (Endeavor)...............................
Exhibit J - Trademarks, Trade Names and Copyrights (Endeavor) .
Exhibit K - Material Contracts (Endeavor) .....................
Exhibit L- Insurance Policies (Endeavor)......................
Exhibit M - Litigation (Endeavor) .............................


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AGREEMENT TO EXCHANGE SECURITIES
--------------------------------


This AGREEMENT, made this 3rd day of August, 2007, by and between Endeavor Energy Corporation, a Nevada Corporation, ("Endeavor"), First Endeavor Holdings Inc., an Alberta Corporation, ("FEH") and Endeavor Canada Corporation, an Alberta Corporation, ("ECC"), and the shareholders of ECC (as to Article I and Article III only) is made for the purpose of setting forth the terms and conditions upon which Endeavor will acquire all of the issued and outstanding common stock of ECC in exchange for shares of Endeavor's common stock.


In consideration of the mutual promises, covenants, and representations contained herein, THE PARTIES HERETO AGREE AS FOLLOWS:


ARTICLE I
MERGER


1.01 ECC shall be merged with and into FEH in accordance with the statutory provisions of Nevada and Alberta.


1.02 ECC shall be the Surviving Corporation and the corporate identity, existence, purposes, powers, franchises, rights, and immunities of ECC shall continue unaffected and unimpaired by the Merger. The Articles of Incorporation and any other similar document pertaining to the formation and or organization of ECC shall continue in force and will not be impaired or affected by the Merger. The corporate identity, existence, purposes, powers, franchises, rights and immunities of FEH shall be merged into ECC and ECC shall be fully vested therewith.


1.03 The time at which the Articles of Merger are filed with the Secretary of State of Nevada shall be the "Effective Time" of the Merger.


1.04 Except insofar as specifically otherwise provided by law, FEH shall cease to exist at the Effective Time, whereupon the separate existence of FEH and ECC shall become a single corporation, that being ECC.


1.05 At the Effective Time, without any action by the holder thereof, each issued and outstanding share of ECC's common stock shall be deemed cancelled and converted into 90,000 shares of Endeavor's common stock.


1.06 At the Effective Time, without any action by the holder thereof, each issued an outstanding share of FEH shall be converted into and become one fully paid and nonassessable share of ECC.


ARTICLE II
REPRESENTATIONS AND WARRANTIES


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ECC represents and warrants to Endeavor that:


2.0l Organization. ECC is a company duly organized, validly existing, and in good standing under the laws of Alberta, has all necessary powers to own its properties and to carry on its business as now owned and operated by it, and is duly qualified to do business and is in good standing in location where its business requires qualification.


2.02 Capital. The authorized capital of ECC consists of 100 shares of common stock. At closing, there will be no outstanding subscriptions, options, rights, warrants, convertible securities, or other agreements or commitments obligating ECC to issue any additional securities other than as set forth on Exhibit A.


2.03 Officers and Directors, Compensation, Bank Accounts. Exhibit B to this Agreement contains (i) the names and titles of all officers and directors of ECC and all persons whose compensation from ECC as of the date of this Agreement will equal or its expected to equal or exceed, at an annual rate, the sum of $1,000; (ii) the name and address of each bank with which ECC has an account or safety deposit box, the identification number thereof, and the names of all persons who are authorized to draw thereon or have access thereto; and (iii) the names of all persons who have a power of attorney from ECC and a summary of the terms thereof.


2.04 Financial Statements. Exhibit C to this Agreement contains the balance sheets of ECC as of March 31, 2007, and the related statements of income for the period then ended. The financial statements have been prepared in accordance with generally accepted accounting principles consistently followed by ECC throughout the periods indicated, and fairly present the financial position of ECC as of the dates of the balance sheets included in the financial statements, and the results of its operations for the periods indicated.


2.05 Absence of Changes. Since March 31, 2007 there has not been any change in the financial condition or operations of ECC, except changes reflected on Exhibit C or changes in the ordinary course of business, which changes have not in the aggregate been materially adverse.


2.06 Absence of Undisclosed Liabilities. ECC did not as of March 31, 2007 have any material debt, liability, or obligation of any nature, whether accrued, absolute, contingent, or otherwise, and whether due or to become due, that is not reflected on Exhibit C.


2.07 Tax Returns. Within the times and in the manner prescribed by law, ECC has filed all federal, state, and local tax returns required by law and has paid all taxes, assessments, and penalties due and payable. No federal income tax returns of ECC have been audited by the Revenue Canada. The provision for taxes, if any, reflected in ECC 's balance sheet as of March 31, 2007, is adequate for any and all federal, state, county, and local taxes for the period ending on the date of that balance sheet and for all prior periods, whether or not disputed. There are no present disputes as to taxes of any nature payable by ECC.


2.08 Investigation of Financial Condition. Without in any manner reducing or otherwise mitigating the representations contained herein, Endeavor shall have the opportunity to meet with ECC 's accountants and attorneys to


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discuss the financial condition of ECC. ECC shall make available to Endeavor the books and records of ECC. The minutes of ECC are a complete and accurate record of all meetings of the members and managers of ECC and accurately reflect all actions taken at such meetings. The signatures on such minutes are the valid signatures of ECC's managers who were duly elected or appointed on the dates that the minutes were signed by such persons.


2.09 Trade Names and Rights. Exhibit D attached hereto and made a part hereof lists all trademarks, trademark registrations or applications, trade names, service marks, copyrights, copyright registrations or applications which are owned by ECC. No person other than ECC owns any trademark, trademark registration or application, service mark, trade name, copyright, or copyright registration or application the use of which is necessary or contemplated in connection with the operation of ECC 's business.


2.10 Contracts and Leases. Exhibit E attached hereto and made a part hereof contains a summary of the provisions of all material contracts, leases, and other agreements of ECC presently in existance or which have been agreed to by ECC (whether written or oral). Except as disclosed on Exhibit E, ECC is not in default under of these agreements or leases.


2.11 Insurance Policies. Exhibit F to this Agreement is a description of all insurance policies held by ECC concerning its business and properties. All these policies a ...