ESP Resources, Inc. Watch

from 8-K 16 pages Agreement for Share Exchange

from 8-K 2 pages December 11, 2008 David Dugas Chief Executive Officer ESP Resources, Inc. P.O. Box 53846 Lafayette, La 70505 Dear Mr. Dugas: As You Know, Pantera Petroleum, Inc. (“Pantera”) Has a Strong Interest in Acquiring ESP Resources, Inc. (“Esp”) the Purpose of This Letter of Intent Is to Set Forth the Basic Terms and Conditions of Such a Transaction (The “Acquisition”), Not to Cover All Issues Related to the Acquisition. as Quickly as Reasonably Possible From the Date Hereof, Pantera Will Undergo a Restructuring of Its Common Stock and the Parties Will Enter Into a Definitive Agreement With Respect to the Acquisition (The “Share Exchange Agreement”), More Fully Described Below. Pantera Currently Has Approximately 91,445,655 Shares Issued and Outstanding. the Restructuring of Pantera Will Consist of a 20:1 Reverse Split. Following the Reverse Split, Pantera Will Have Approximately 4,572,283 Shares Issued and Outstanding