Tomco Energy (NCS)- the next Cadence?

7. Principal terms of the Acquisition

Pursuant to the Acquisition Agreement, the Company has agreed conditionally to
purchase the entire issued share capital of TomCo from the Vendors through the
allotment and issue of the Acquisition Shares, equating to a value of #5 million
at the Placing Price and approximately #2.05 million based on the closing middle
market price of 1.025 pence per new Ordinary Share on 29 June 2006, being the
day immediately prior to the suspension of the Company's shares from trading on
AIM.

The Vendors, their current holdings in TomCo and the number of Acquisition
Shares to be issued to them on Completion are as follows:
Holder Shares in TomCo Acquisition Shares Proportion of the
Enlarged Share Capital
Peter Laczay 7,000 7,000,000 1.66%
Road Holdings 20,000 20,000,000 4.76%
Meadow Holdings 20,000 20,000,000 4.76%
Creek Holdings 20,000 20,000,000 4.76%
John Ryan 46,000 46,000,000 10.94%
Edward Cox 2,000 2,000,000 0.48%
Jonah Loop 2,000 2,000,000 0.48%
Gerard Thompson 20,750 20,750,000 4.93%
John May 20,750 20,750,000 4.93%
Stephen Komlosy 20,750 20,750,000 4.93%
Baysville
International 20,750 20,750,000 4.93%
--------------------- ----------- ---------- -----------
Total 200,000 200,000,000 47.55%

On Completion the Vendors (including the Vendor Directors) will own, in
aggregate, 200,000,000 Ordinary Shares, representing 47.55 per cent. of the
Enlarged Share Capital. Details of the Vendors who are not Vendor Directors
(excluding John Ryan), are below:

Peter Laczay

Peter is a geologist in the United States who sold the State of Utah lease ML
49571 to TomCo. Road Holdings and Creek Holdings

These companies are wholly-owned by Naomi Bodner and Laura Huberfeld
respectively, the wives of two prominent American businessmen, David Bodner and
Mark Huberfeld. Huberfeld and Bodner operate a company and a partnership as a
type of private hedge fund investing in high risk equity opportunities. Former
investments include Norcrown Trust and Bank (now sold to Valley Bancorp) and
mPhase Technologies, Inc.

Meadow Holdings

Wholly-owned by Mark Nordlicht, a resources entrepreneur. Mr. Nordlicht was a
founder shareholder and is current Executive Chairman of Platinum Diversified
Mining Inc., a company in which Howard Crosby, John Ryan and John May are also
directors and founder shareholders.

Baysville International

A BVI company administered by a Jersey trust which has invested in several
projects in which Howard Crosby and/or John Ryan have been involved. Baysville
International is wholly owned by Mr Harlan Seachris, a US national resident in
Germany. Mr Seachris is an entrepreneur involved in the provision of advice to
early stage companies.

The Acquisition Agreement is conditional upon the Rule 9 Waiver, approval of the
Acquisition by Shareholders and Admission. The Acquisition Agreement contains
restrictions as to matters which may be undertaken by the company prior to its
completion. It also contains warranties and indemnities appropriate to the size
and nature of the Acquisition, which are subject to certain limitations. It also
provides that if any of the warranties are breached or found to be untrue,
misleading or inaccurate prior to completion of the Acquisition Agreement, then
the Company has the right to rescind the Acquisition Agreement. The Acquisition
Agreement is governed by English law.

Edward Michael Cox

Edward is currently chief operating officer and founder of Pangea Pictures
Corporation and a director of TomCo. Edward has in the past worked as a business
strategist in the film and mining industries, including US Silver Corporation
and Consolidated Goldfields Corporation.

Jonah Dance Loop

Jonah is the chief executive officer and founder of Pangea Pictures Corporation.
Prior to founding Pangea Pictures Corporation, Jonah founded Big Red Pixel
Productions and worked on creating visual effects for Hollywood films.