CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

For The
MACK DIAMOND ENERGY CORPORATION HONEY GROVE SINGLE WELL JOINT VENTURE
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 JOINT VENTURE AGREEMENT

THIS JOINT VENTURE AGREEMENT is made and entered into effective March 1st, 2006, by and among MACK DIAMOND
ENERGY CORPORATION, LLC, as the Managing Venturer and all of the parties admitted to the Joint Venture created hereby as Venturers,
as provided herein.

ARTICLE I

General

1.1: Formation of Joint Venture. The parties hereto form a joint venture pursuant to the laws of the State of Texas, which shall
be governed by this Agreement and governed by the laws of the State of Texas relative to joint ventures.

1.2: Managing Venturer. MACK DIAMOND ENERGY CORPORATION shall be the Managing Venturer of the Joint Venture and the
address of the Managing Venturer shall be 176 East Main Street , Wolfe City, Texas 75496.
1.3: Name of the Joint Venture. The business of the Joint Venture shall be conducted under the name "Mack Diamond
Energy Corporation Honey Grove Single Well Joint Venture" or such other name or names as the Managing Venturer shall hereafter
designate in writing to the Venturers.

1.4: Principal Business. The purpose for the Joint Venture shall be to attempt the drilling of a single natural gas and/or oil well
.

1.5: Term. The Joint Venture shall be effective from and after the date that first appears on this document. The Joint Venture
shall terminate on the earlier to occur of (a) December 31, 2030, or such date as is required in Section 10 hereof.

1.6: Definitions. For the purpose of this Agreement, the following terms shall have the meanings indicated:

“Agreement” or “Joint Venture Agreement” means this Agreement between MACK DIAMOND ENERGY CORPORATION as the
Managing Venturer and the Venturers, together with all amendments hereto.

"Application Agreement" means the form of Application Agreement which appears as part of the Confidential Private
Placement Memorandum.

"Capital Contribution(s)" means the amount of capital investment in this Joint Venture made by a Venturer.

"Code" means the Internal Revenue Code of 1986, as amended from time to time and any federal legislation that may
substituted therefore.

"Confidential Private Placement Memorandum" means the Confidential Private Placement Memorandum dated March 1st,
2006, which privately offers Joint Venture Units in the Mack Diamond Energy Corporation Honey Grove Single Well Joint Venture,
as the same may be amended or supplemented from time to time.

"Joint Venture" means the Mack Diamond Energy Corporation Honey Grove Single Well Joint Venture to be formed and
managed by MACK DIAMOND ENERGY CORPORATION for the purpose stated herein.

"Joint Venture Agreement" see Agreement.

"Joint Venture Property" means all assets, properties and rights of any type owned by the Joint Venture, not including
individual or separate investments made by Venturers.

"Joint Venture Revenues" means gross revenues received by the Joint Venture less Operating Costs or any other cost
and/or expense attributable to the Joint Venture.

"Joint Venture Unit" or "Unit" means 5% working interest in the Mack Diamond Energy Corporation Honey Grove Single
Well Joint Venture representing the Venturer’s Capital Contribution, and the right to receive Joint Venture Revenues in the Joint
Venture, as set forth in this Agreement, and the rights, powers and privileges appurtenant thereto.

“Leases” means any lease upon which the Mack Diamond Energy Corporation Honey Grove Single Well Joint Venture
shall be drilled.

“Managing Venturer” means MACK DIAMOND ENERGY CORPORATION, LLC , located at 176 East Main Street, –Wolfe City, Texas
75496, which shall be responsible for conducting the business of the Joint Venture.

“Net Operating Revenues” means gross revenues from oil and gas production reduced by severance taxes, royalties,
overriding royalties, Third Party operating charges, and direct lease operating expenses.

“Operating Agreement” means the agreement entered into between the Joint Venture and the Operating Company
providing for the operation of the Project and the sale of oil and/or gas derived therefrom.
 “Operating Company” means any entity engaged in the oil and gas business including but not limited to the operation of
oil and gas wells.

“Operating Costs” means expenditures made and costs incurred in producing and marketing oil and/or gas from the
Project including, in addition to labor, fuel, repairs, hauling, materials, supplies, utility charges and other costs incident to or
therefrom, ad valorem, and severance taxes, insurance and casualty loss expense, and compensation to well operators or others for
services rendered in conducting such operations.

“Project” means the Single well oil and natural gas drilling project to be developed in Honey Grove, Texas for the
purpose of attempting to produce oil and natural gas revenues capable of providing a high return on investment opportunity for the
Joint Venturers, such investment opportunity offered herewith by MACK DIAMOND ENERGY CORPORATION, Managing Venturer, pursuant to
the Mack Diamond Energy Corporation Honey Grove Single Well Joint Venture Confidential Private Placement Memorandum dated
March 1st, 2006.

"Substitute Venturers" means persons who have acquired Joint Venture Units from Venturers and who have been
substituted for such Venturers in accordance with this Agreement. Reference to a Substitute Venturer shall mean any one of the
Substitute Venturers.

"Venturer" or "Venturers" means each of the parties who has executed an Application Agreement in the form which
appears in the Confidential Private Placement Memorandum for the Mack Diamond Energy Corporation Honey Grove Single Well
Joint Venture and has been accepted by the Managing Venturer as a Venturer, and each of the parties who may hereafter become
Substitute Venturers in the Joint Venture pursuant to the provisions of this Agreement. To the extent the Managing Venturer and/or
the Venturers purchase Joint Venture Units in the Joint Venture, they will have all the rights of a Venturer with respect to such Joint
Venture Units, and the term "Venturers" as used herein shall include the Managing Venturer and/or its Venturers to the extent they
purchase Joint Venture Units in the Joint Venture. Except to the extent required otherwise by the laws of the State of Texas, by the
Code, or by a specific provision to the contrary in this Agreement, (1) all voting rights of all Venturers shall be identical, (2) all
income, gain, loss, credits, deductions and items thereof, and all distributions, shall be allocated or made on the same basis among
all Venturers.

"Venturers' Capital Contributions" means the total funds contributed to the Joint Venture by the Venturers.

"Unit "see" Joint Venture Unit".

ARTICLE II

Management And Operation Of The Joint Venture's Business

2.1: Powers of the Managing Venturer. The Managing Venturer shall manage and control the affairs of the Joint Venture to
the best of its ability; (ii) shall use its efforts to carry out the purposes of the Joint Venture as set forth in Article I and II hereof; and
(iii) shall employ, engage, contract or otherwise deal with itself and/or any company in the operation and management of the Joint
Venture's business, and in connection therewith the powers of the Managing Venturer include, but are not limited to, the power:

(a) To expend the capital of the Joint Venture in furtherance of the Joint Venture's business;

(b) To enter into contracts with any company with respect to the operation and management of the Joint Venture's business;

(c) To disburse profits to the Venturers

(d) To make elections under the tax laws of the United States or any state as to the treatment of Joint Venture income, gain, loss,
deduction and credit, and as to all other relevant matters;

(e) To admit Venturers and any Substitute Venturers to the Joint Venture;

(f) To oversee the purposes of the Joint Venture as set forth in Article I and Article II herewith concerning the operation and
management of the Joint Venture by initiating, organizing and managing the voting process of the Joint Venturers, as well as
initiating, organizing and authorizing the business to be voted upon. The operation and management of the Joint Venture's
business shall be determined by and subject to the affirmative vote of the majority (fifty-one percent) of the then outstanding Joint
Venture Units. The voting by the then outstanding Joint Venture Units shall be done by written or verbal (by telephone) balloting.
Each Venturer is and shall be expected to exercise the management of the Joint Venture through his or her participation in the
voting process and is prohibited from relying on the Managing Venturer for the management, success or profitability of the Joint
Venture;

(g) To perform any and all other acts or activities customary or incidental to the Joint Venture's purposes and the foregoing powers
and to execute any and all instruments to effectuate the Joint Venture's purposes and foregoing powers, so long as such acts or
activities may be lawfully carried on or performed by a Joint Venture under the laws of the State of Texas.

The signature of an authorized officer of the Managing Venturer or attorney-in-fact upon any and all instruments, contracts, leases,
agreements, conveyances and other documents shall be sufficient to bind the Joint Venture in respect thereof, and no third person
need look to the authority to act or require joinder of any other party.
2.2: Obligations of the Managing Venturer. In connection with its management of and responsibilities to the Joint Venture, the
Managing Venturer:

(a) Shall indemnify and hold each Venturer harmless from loss or liability in amounts in excess of the total of such
Venturer's Capital Contributions hereunder;

(b) Shall have unlimited liability with respect to the obligations of the Joint Venture.

2.3: Limitation of Rights of the Managing Venturer. The Managing Venturer shall have all the rights and powers and be
subject to all the restrictions and liabilities of a Joint Venture, except that the Managing Venturer shall have no authority to:

(a) Do any act in contravention of this Agreement;

(b) Do any act which would make it impossible to carry on the ordinary business of the Joint Venture, except as permitted by this
Agreement;

(c) Possess Joint Venture Property or assign the rights of the Joint Venture in specific Joint Venture Property for other than Joint
Venture purposes; or

(d) Admit a person as a Venturer, except as otherwise provided in this Agreement.

2.4: Rights of Venturers. The Venturers shall have the following rights, powers, privileges, duties and liabilities:

(a) Each Venturer shall receive from the Joint Venture in which he or she invested the share of revenues provided for in this
Agreement;

(b) The Venturers shall have the right to remove the Managing Venturer;

(c) The Venturers shall have the right to dissolve or terminate the Joint Venture;

(d) The Venturers, apart from the voting process, shall take no part in, or interfere in any manner with, the conduct or control of the
Joint Venture business, and shall have no right or authority to act for or bind the Joint Venture; and

(e) The Venturers shall have all the rights and obligations under the laws of Texas, subject to the terms and provisions of this
Agreement.

ARTICLE III

Capital Contributions and Borrowings

3.1: Venturers' Capital Contributions. The Venturers shall make a Capital Contribution to the Joint Venture in the amount of
$200,000 for one Joint Venture Unit. The Joint Venture shall commence operations upon the completion of funding of the Joint
Venture.

3.2: Joint Venture Borrowings. The Joint Venture shall not borrow any funds from any person or entity for any purpose.

ARTICLE IV

Use of Capital

The Capital Contributions of the Venturers will be used to pay costs incurred by the Managing Venturer in carrying out the purposes
of the Joint Venture as set forth in Article I hereof. The following is the Source and Use of funds:

Total
Source of Funds Amount Percentage

Venturers $ 3,400,000 85%

Managing Venturer $ 600,000 15%
Total $4,000,000 100%

Percentage
Estimated Use Of Funds Amount Per Unit Of Each Unit

Funds To Program $4,000,000 $200,000 100%

Total $4,000,000 $200,000 100%

ARTICLE V

Allocations and Distributions of Revenues

5.1: Allocations for Federal Income Tax Purposes. Each item of Joint Venture income, loss, deduction and credit shall be
allocated among the Venturers in the proportions in which the revenues giving rise to said income or the costs giving rise to said
losses, deductions or credits are allocated to the Venturers.

5.2: Distribution of Joint Venture Revenues. Distribution of Joint Venture Revenues will be made by on a monthly basis as
determined by the Managing Venturer. Joint Venture Revenues shall be distributed to the Venturers (not including the Managing
Venturer) in the same proportion as the revenues to which such cash is attributable are allocated to the Venturers in this Section V.

The following table summarizes the participation percentage of the Venturers and the landowner or unaffiliated third parties:
Working Revenue
Interest Interest

Venturers 100% 78%

Landowners {see lease) 0% 19%
Paula Rowe Magee 0% 3%

ARTICLE VI

Books and Records

6.1: Books and Records. The Joint Venture books and records shall be maintained at the principal office of the Managing
Venturer.

6.2: Accounting Method. The books and records of the Joint Venture shall be kept in accordance with the terms of this
Agreement and shall be kept on a cash basis. The accounting year for the Joint Venture shall be the calendar year.

6.3: Bank Account. All funds of the Joint Venture shall be kept in a separate bank account in the Joint Venture’s name as
determined by the Managing Venturer. Withdrawals from such account shall be made by check, bank draft, bank wire or by any
other bank approved withdrawal procedure and executed by a duly authorized representative of the Managing Venturer.

ARTICLE VII

Substitution and Assignment of Joint Venture Units

7.1: Assignment. Joint Venture Unit(s) of any Venturer shall not be assignable in whole or in part.

7.2: Transfer. All or part of an Venturer's Units in the Joint Venture may be transferred (i) by will or, in the case of intestacy, by
the laws of descent and distribution, to any person, (ii) during such Venturer's lifetime, by gift or to or for the benefit of its spouse,
adult child or minor child (if such minor child's interest is held under a trust or a custodial arrangement pursuant to the uniform gifts
to Minors Act or similar statute in effect in any jurisdiction), and (iii) by sale subject to the conditions of this Article VII.

7.3: Payment of Joint Venture Revenues. In the absence of notice to and acceptance by the Managing Venturer of the
transfer, whether by operation of law or otherwise, any payment to a transferring Venturer, transferee assignee, or to its executors,
administrators or legal representatives shall acquit the Managing Venturer and the Joint Venture of liability, to the extent of such
payment, to any other person who may be interested in such payment by reason of an assignment by a Venturer or by reason of its
death, legal disability, bankruptcy, insolvency or otherwise.

7.4: Admission of New Venturer. The Managing Venturer may admit as a Venturer any successor in interest to a Venturer
either deceased or under legal disability. Any person admitted to the Joint Venture shall be subject to all of the provisions of this
Agreement as if originally a party to them.

ARTICLE VIII

Liability of and Indemnity of The Managing Venturer

The Joint Venture shall indemnify, defend, and hold harmless the Managing Venturer from any loss, claim, liability or damage
incurred or suffered by any such person by reason of any act performed or omitted to be performed by it in connection with the
business of the Joint Venture, including attorneys' fees incurred by it in connection with the defense of any claim or action based on
any such act or omission, except to the extent indemnification is prohibited by law; provided, however, that any such indemnification
shall be made only from the assets of the Joint Venture. Any indemnification required herein to be made by the Joint Venture shall
be made promptly following the fixing of the loss, liability or damage incurred or suffered by a final judgment of any court, settlement,
contract or otherwise. The Joint Venture may advance Joint Venture funds to the Managing Venturer for legal expenses and other
costs incurred as a result of legal action.

ARTICLE IX

Litigation
The Managing Venturer shall prosecute or defend all actions at law or in equity as may be necessary to enforce or protect the Joint
Venture's Units. The Managing Venturer is hereby authorized to prosecute, defend, settle or compromise all actions or claims at
law or in equity at the Joint Venture's expense as may be necessary or proper to enforce or protect the Joint Venture's interest as
the Managing Venturer deems necessary. The Managing Venturer shall satisfy any judgment, decree or decision of any court,
board or authority having jurisdiction or any settlement of any suit or claim prior to judgment or final decision thereon, first, out of any
insurance proceeds available therefore, and next, out of the Joint Venture's assets and income.

ARTICLE X

Dissolution, Termination, Removal And Withdrawal

Of The Managing Venturer

10.1: Dissolution and Termination. The Joint Venture shall be dissolved and terminated on the date set forth in Section I
hereof. Otherwise, the Joint Venture shall be dissolved or terminated prior to such date only upon the happening of the events as
specified under Texas law relative to joint ventures or upon the occurrence of any of the following events:

(a) The Election by the Managing Venturer upon 90 days written notice to the Venturers to dissolve and wind up the affairs of the
Joint Venture in the event that, in the sole opinion of the Managing Venturer, the purpose of the Joint Venture has been fulfilled or
cannot be fulfilled any further; or

(b) Subject to the affirmative vote of the majority of the then outstanding Joint Venture Units to remove the Managing Venturer,
unless the majority of the then outstanding Joint Venture Units elect a substitute Managing Venturer pursuant to this Section 10 of
this Agreement, or upon the affirmative vote of the majority of the then outstanding Joint Venture Units to dissolve and wind up the
affairs of the Joint Venture.

10.2: Circumstances under which the Joint Venture shall not dissolve or terminate.

(a) The Joint Venture shall not dissolve or terminate upon the retirement, death, insanity, incompetence, bankruptcy, insolvency or
withdrawal of any Venturer, the sale, exchange, or transfer of the Units of a Venturer or the admission of a Substitute Venturer.

(b) Upon the dissolution of the Joint Venture, the Managing Venturer (or another party designated by a majority of the then
outstanding Joint Venture Units if the Managing Venturer cannot or will not so serve) shall cause the Joint Venture assets to be sold
in such manner as it, in its sole discretion, determines appropriate in order to obtain the best prices. Pending such sales, the
Managing Venturer or such other party may continue to operate and otherwise deal with the assets of the Joint Venture.

The proceeds of the sales made pursuant to this Article, plus any unsold assets of the Joint Venture, shall be distributed in
accordance with the allocation provisions then in effect as set forth in Section 5 hereof.

10.3: Removal or Withdrawal of Managing Venturer. At a meeting called for the purpose, a vote of a majority of the then
outstanding Joint Venture Units may remove the Managing Venturer. The Managing Venturer may elect to withdraw from the Joint
Venture upon 30 days written notice to the Venturers. The Venturers thereafter may elect a substitute Managing Venturer by the
vote of a majority of the then outstanding Joint Venture Units.

10.4: Effect of Withdrawal of the Managing Venturer. The withdrawal, dissolution or cessation to exist of the Managing Venturer
shall not dissolve the Joint Venture. The Venturers may elect a substitute Managing Venturer to continue the business of the Joint
Venture.

The Managing Venturer may withdraw from the Joint Venture as the Managing Venturer upon not less than 30 days notice provided
that a substitute Managing Venturer is proposed by the withdrawing Managing Venturer to serve as the substitute Managing
Venturer.

In the event of an election to continue the Joint Venture's business, this Agreement shall be amended and the subsequent
agreement shall be as similar in form and substance to this Agreement as possible and the successor or new Joint Venture shall
engage in the same business as the Joint Venture, employing the assets and name of the Joint Venture and subject to the same
liabilities.

ARTICLE XI

Miscellaneous

11.1: Amendment. In the event of any conflict between the terms and provisions of this Agreement and any other agreement
the Managing Venturer may have with any other party, the terms and provisions of this Agreement shall be controlling; and this
Agreement shall not be amended without the written consent of the Managing Venturer.

Notwithstanding the preceding paragraph, the Managing Venturer may, without prior notice to or consent from any Venturer, amend
any provision of this Agreement from time to time (i) to add special Venturers as such, (ii) for the purpose of adding any further
restrictions or provisions for the protection of the Venturers, or (iii) to resolve any ambiguity in, or to correct or supplement, any
provisions of this Agreement which may be defective or inconsistent with any other provisions in regards to matters which do not
adversely affect the interests of the Venturers, in the sole opinion of the Managing Venturer.
11.2: Counterparts. This Agreement may be executed in several counterparts and shall constitute one Agreement, binding all
the parties hereto, notwithstanding that all the parties are not signatory to the original or same counterpart.

11.3: Venturers' Outside Business. Nothing in this Agreement shall be deemed to prohibit any Venturer or the Managing
Venturer from engaging in or owning any interest in any other business ventures or activities. Nothing contained herein shall
prevent any Venturer from initiating or continuing such business ventures or activities, individually, jointly with others or as a
member of any joint venture or other business activity, in any locale for any reason.

11.4: Additional Provisions. Every provision of this Agreement is intended to be several. If any term or provision hereof is
illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement.

This Agreement shall constitute the entire contract between the parties.

Except as otherwise provided herein, any notice which shall be given in connection with the business of the Joint Venture shall be
deemed to have been given if delivered personally, to the person to whom it is authorized to be given or, if sent by mail to the
Managing Venturer, to the address specified in this Agreement, and if to the Venturer, to the home address specified in the
Application Agreement, not less than ten calendar days prior to the date that any action is proposed to be taken in accordance with
such notice. If no response is received within five calendar days from the date of delivery or mailing of such notice, then, unless
otherwise indicated therein, a negative response will be assumed.

This Agreement is executed under and in conformity with the laws of the State of Texas relating to joint ventures and is to be
construed, enforced and governed in accordance therewith.

This Agreement shall be binding upon the parties hereto, their successors, heirs, devisees, assigns, legal representatives, executors
and administrators.

IN WITNESS WHEREOF, the undersigned has sworn and subscribed to this Agreement dated this _________ day of
__________________________, 200__.

By:____________________________

MACK DIAMOND ENERGY CORPORATION

Managing Venturer
C. Mack Hays
President and Chief Executive Officer

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 EXHIBIT 1
JOINT VENTURE SUITABILITY QUESTIONNAIRE
To The
Confidential Private Placement Memorandum
For The
MACK DIAMOND ENERGY CORPORATION HONEY GROVE SINGLE WELL JOINT VENTURE
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 JOINT VENTURE SUITABILITY QUESTIONNAIRE

TO: MACK DIAMOND ENERGY CORPORATION

RE: Mack Diamond Energy Corporation Honey Grove Single Well Joint Venture, a joint venture to be formed under Texas Law

Gentlemen:
I, the undersigned, hereby acknowledge receipt of the Confidential Private Placement Memorandum together with all
Exhibits thereto relating to the Units in the Mack Diamond Energy Corporation Honey Grove Single Well Joint Venture from MACK
DIAMOND ENERGY CORPORATION in its capacity as the Managing Venturer of the Joint Venture.
The undersigned understands that the Units in the Joint Venture are not intended or considered by the Managing Venturer
to be “securities”, as that term is used in state and federal securities regulation; that participation in the Joint Venture is an active
business venture requiring the exercise of experience and knowledge in business affairs while participating as a Venturer; and that
participation in this Venture is not a passive investment or activity.
The undersigned understands that the Joint Venture Agreement grants extensive and significant management powers to
the Venturers and that each Venturer is and will be expected to exercise the management powers and is prohibited from relying on
the Managing Venturer for the success or profitability of the Venture.
The undersigned understands that the Joint Venture will be a separate entity and that the Venturers will not have, by
virtue of their Units, any rights or obligations with the respect to the Managing Venturer or any other joint venture that may be
formed in the future by the Managing Venturer.
As a condition to participating as a Venturer, and knowing that the Managing Venturer will rely on statements made herein
in determining the suitability of the undersigned as a Venturer in the Joint Venture, the following information is requested, but not
required.

Name: __________________________________________________: Age: ________________________________

Name (if joint ownership): ________________________________________________________________________

Social Security Number or Employer ID Number: ______________________________________________________

E-Mail Address________________________________________________________________________________

Principal Address (for individual Venturers, residence address is requested):

_____________________________________________________________________________________________
Street Address:
_____________________________________________________________________________________________
City State Zip

Home Telephone: ___________________________________

(Area Code)Number

Business Address:
_____________________________________________________________________________________________

Street Address:
_____________________________________________________________________________________________
City State Zip

Business Telephone: _______________________

(Area Code) Number
Check the investments you have made in the past: Stocks ______Bonds ____Mutual Funds _____
Real Estate ______ Oil & Gas Drilling Projects______ Commodities ______ Annuities ______

Do you think you have sufficient knowledge of investments to evaluate the risks associated with investing in the Joint Venture Units?
YES _____ NO ______

IF THIS IS A JOINT PURCHASE, PLEASE ANSWER ALL REMAINING QUESTIONS FOR BOTH PURCHASERS.

Suitability Information:
My net worth (exclusive of home furnishings and automobiles) is at least:
$100,000 ____ $250,000 ____ $500,000_______
$1,000, 000 Or Greater____

Accredited Venturer Status:

Are you:

(1) Any bank as defined in section 3(a)(2) of the Securities Act of 1933 or any savings and loan association or other
institution as defined in section 3(a)(5)(A) of the Securities Act of 1933 whether acting in its individual or fiduciary
capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance
Managing Venturer as defined in section 2(13) of the Securities Act of 1933; any investment Managing Venturer
registered under the Investment Managing Venturer Act of 1940 or a business exploratory Managing Venturer as defined
in section 2(a)(48) of that Act; Small Business Investment Managing Venturer licensed by the U.S. Small Business
Administration under section 301© or (d) of the Small Business Investment Act of 1958; any plan established and
maintained by a state or its political subdivisions, or any agency or instrumentality of a state or its plan has total assets in
excess of $5,000,000; employee benefit plan within the meaning of the Employee Retirement Income Security Act of
1974, if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a
bank, savings and loan association, insurance Managing Venturer, or registered investment adviser, or if the employee
benefit plan has total assets in excess of $5,000,000, or if a self directed plan, with investment decisions made solely by
persons that are accredited investors;
YES ______ NO ______

(2) Any private business exploratory Managing Venturer as defined in section 202(a)(22) of the Investment
Advisers Act of 1940;
YES ______ NO ______

(3) Any organization described in Section 501©(3) of the Internal Revenue Code, corporation, Massachusetts or
similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total
assets in excess of $5,000,000;
YES ______ NO ______

(4) Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any
director, executive officer, or general partner of a general partner of that issuer;
YES ______ NO ______

(5) Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his
purchase exceeds $1,000,000;
YES ______ NO ______

(6) Any natural person who had an individual income in excess of $200,000 in each of the two most recent years of
personal income; with that person's spouse in excess of $300,000 in each of those years and has a reasonable
expectation of reaching the same income level in the current year;
(7) Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the
securities offered, whose purchase is directed by a sophisticated person as described in Section 230.506(b) (2) (ii) of
Regulation D . YES ______ NO ______
(8) Any entity in which all of the equity owners are accredited investors.

YES ______ NO ______

(9) An accredited investor for a reason not described above,

YES ______ NO ______

If you answered "YES" to item (9), please explain:

EXECUTED this _______ day of ________________________, 2006.

________________________________________
Signature

________________________________________
Printed or Typed Name

________________________________________
Area Code and Telephone Number

________________________________________
Address Line 1

________________________________________
Address Line 2

________________________________________
City, State, Zip Code

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 EXHIBIT 2

APPLICATION AGREEMENT
To The
Confidential Private Placement Memorandum
For The
MACK DIAMOND ENERGY CORPORATION HONEY GROVE SINGLE WELL JOINT VENTURE
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 APPLICATION AGREEMENT

TO: MACK DIAMOND ENERGY CORPORATION

RE: Mack Diamond Energy Corporation Honey Grove Single Well Joint Venture, a joint venture to be formed under Texas law

1. Application. The undersigned hereby applies to participate as a Joint Venturer in the MACK DIAMOND ENERGY CORPORATION
HONEY GROVE SINGLE WELL JOINT VENTURE to the extent of (fill in the number of units) Units, in the amount of
$ (fill in the amount of funds investing) and agrees to contribute as initial capitalization therefore the
total sum of $ in cash. Checks should be made payable to “MACK DIAMOND ENERGY CORPORATION HONEY
GROVE SINGLE WELL JOINT VENTURE”.

2. Acceptance or Rejection. The undersigned understands that MACK DIAMOND ENERGY CORPORATION, in its sole discretion and
for any reason, may accept or reject this Application Agreement and tender of initial capitalization, in whole or in part.

3. Information. The undersigned acknowledges that: (1) the information received concerning participation in the Joint
Venture was made only through direct, personal communication between the undersigned and a representative of the
Managing Venturer; (2) the undersigned has received and read a copy of the Confidential Private Placement Memorandum,
including all exhibits and supporting documents thereto; (3) the undersigned has had the opportunity to obtain all additional
information desired in order to verify or supplement the material contained in the Confidential Private Placement Memorandum;
and (4) the undersigned has been advised in writing by the Managing Venturer that a prospective Venturer must be prepared
to bear the economic risk of such participation for an indefinite period because of (a) the nature of a venture in oil and/or gas
exploration and exploratory; and (b) the substantial restrictions on a transfer of the Units as set forth in, among other
documents, this Application Agreement. By executing this Agreement, the undersigned warrants and represents that the
undersigned is financially able to bear the risk of investing in oil and/or gas exploration exploratory.

4. Execution of Agreement. When accepted by the Managing Venturer, in whole or in part, this Agreement shall be valid and
binding on the undersigned and the Joint Venture for all purposes. The undersigned represents and warrants that the
undersigned has received, read and understands the Joint Venture Agreement. The signature of the undersigned to this
Application Agreement may be deemed for all purposes as the execution of the Joint Venture Agreement by the undersigned to
the same extent and effect as if the undersigned has signed the Joint Venture Agreement on the date of the acceptance of this
Application Agreement by the Managing Venturer. If requested, the undersigned agrees to execute the Joint Venture
Agreement or a multiple original copy of such document.

5. Restrictions on Transfer. The undersigned understands and acknowledges that the Joint Venture Agreement contains
certain provisions restricting the transfer of the Units applied for hereby and to which the undersigned will be bound. If this
Application Agreement is accepted in whole or in part, the undersigned agrees that the undersigned will not sell or attempt to
sell all or any part of the Units allocated to the undersigned unless the undersigned has complied with the restrictions on
transfer contained in the Joint Venture Agreement.

6. Right of Substitution. The undersigned understands and acknowledges that the Managing Venturer reserves the right of
substitution of the MACK DIAMOND ENERGY CORPORATION HONEY GROVE SINGLE WELL JOINT VENTURE with any other project of the
Managing Venturer determines, in the Managing Venturers sole discretion, for any reason, a substitution of the Project would
more expediently, strategically accomplish the Joint Venture business, purposes, objectives, or accomplish a more geologically
and economically viable drilling strategy.

7. Indemnification. The undersigned recognizes that the acceptance of his or her Application Agreement will be based upon
his or her representations and warranties set forth herein and in other instruments and documents (including but not limited to
the Joint Venture Suitability Questionnaire) relating to the participation of the undersigned in the Joint Venture, and the
undersigned hereby agrees to indemnify and defend the Managing Venturer and the Joint Venture and to hold such firms and
each officer, director, agent, attorney and/or Venturer thereof harmless from and against any and all loss, damage, liability or
expense, including costs and reasonable attorneys’ fees to which they may be put or which they may incur by reason of, or in
connection with, any misrepresentation made by the undersigned in this Application Agreement, the Joint Venture Suitability
Questionnaire, or elsewhere, any breach by the undersigned of his or her warranties, and/or failure by him or her to fulfill any of
his or her covenants or agreements set forth herein or elsewhere. In addition, any such breach shall result in forfeiture of his or
her Joint Venture Units.

7. Entire Agreement. This writing along with the Confidential Private Placement Memorandum (and exhibits attached thereto),
contains the entire agreement of the parties with respect to the matters contained herein, supersedes all oral agreements and
representations, and may be changed, altered or amended only by a writing specifically referring to this Application Agreement and
signed by the party against whom enforcement of the change, alteration or amendment is sought.

8. Applicable Law. This Agreement will be construed according to the laws of the State of Texas, and is performable in the City of
Wolfe City, Hunt County, Texas. The Courts located in the State of Texas, state or federal, shall have exclusive jurisdiction to hear
and determine all claims, disputes, controversies and actions arising from or relating to this Agreement and of any of its terms
provisions, or to any relationship between the parties hereto, and venue shall be in the courts located in Hunt County, Texas. The
undersigned expressly consents and submits to the jurisdiction of said courts and to venue being in Hunt County, Texas.
DATED: 2006.
Application for Unit(s)

Amount Enclosed: $

Signature

Printed or Typed Name

Business or Firm (if applicable)

Area Code and Telephone Number

Address

City, State, Zip Code

Preferred Mailing Address for Revenue Checks and Project Updates

____________________________________________
Address

____________________________________________
City, State, Zip Code
 EXHIBIT 3

GEOLOGICAL MAPS
To The

Confidential Private Placement Memorandum

For The

MACK DIAMOND ENERGY CORPORATION HONEY GROVE SINGLE WELL JOINT VENTURE
THIS PAGE LEFT INTENTIONALLY BLANK
 EXHIBIT 4

GEOLOGICAL DATA AND ECONOMIC ANALYSIS

To The

Confidential Private Placement Memorandum

For The

MACK DIAMOND ENERGY CORPORATION HONEY GROVE SINGLE WELL JOINT VENTURE
THIS PAGE LEFT INTENTIONALLY BLANK
 EXHIBIT 5

TURNKEY DRILLING CONTRACT

To The

Confidential Private Placement Memorandum

For The

MACK DIAMOND ENERGY CORPORATION HONEY GROVE SINGLE WELL JOINT VENTURE
THIS PAGE LEFT INTENTIONALLY BLANK
 TURNKEY DRILLING CONTRACT

THIS CONTRACT made and entered into on March 1st, 2006, by and between the Mack Diamond Energy Corporation
Honey Grove Single Well Joint Venture (hereinafter called the “Owner”) and MACK DIAMOND ENERGY CORPORATION (hereinafter called the
“Contractor”).

WITNESSETH

In consideration of the mutual covenants and agreements hereinafter set forth, the parties to this Contract do hereby
agree as follows:

1. Recitation. Owner has acquired oil and gas lease interests located in Fannin County, Texas. described more fully in the
Confidential Private Placement Memorandum for the Mack Diamond Energy Corporation Honey Grove Single Well Joint Venture
and desires to have an oil and gas project consisting of one. single well drilled thereon for oil and gas on a turnkey basis. Owner is
responsible for 100% of the costs of the drilling of the single well covered by this Contract and all payments and compensation
provided hereunder relate only to Owners interest.

2. Agreement to Drill. Contractor agrees to drill for oil and gas, or cause to be drilled for oil and gas through one of the
Contractor’s sub-contractors, one single well located on leases referenced herewith, described more fully in the Confidential
Private Placement Memorandum for the Mack Diamond Energy Corporation Honey Grove Single Well Joint Venture, the exact
locations to be specified by personnel employed with or contracted by the Owner.. Such wells shall be drilled to depths required to
adequately test the McLish and Simpson reservoirs.

3. Compensation and Payment. Owner agrees to pay Contractor as compensation and full payment for Contractor’s
services hereunder, the amount of $2,740,000 for the drilling of the single well , (hereinafter called the “Turnkey Drilling Price”).
In consideration for the terms hereof, Owner agrees to pay Contractor the Turnkey Drilling Price upon execution of this Contract.
Neither commencement nor completion of performance hereunder shall be a condition precedent to this obligation to pay. The
purpose of the payment is to provide adequate working capital to the Contractor for the drilling of this single well .

4. Tangible Equipment. Contractor shall furnish all tangible well equipment, materials, supplies, and equipment needed for
drilling the wells through the running and cementing of the production string of casing or through the abandonment of one or more of
the wells.

5. Abandonment. Should Owner determine to abandon the well after the completion of drilling to the agreed depth,
Contractor shall cause such wells to be plugged, however, the Owner shall have the obligation to plug the well if the
well is not capable of producing in commercial quantities.
6. REDRILL. This location was drilled and oil and natural gas was found in commercial
quantities in the McLish and Oil Creek formations (Simpson Sands) in 1998. (See included
mud logs) Due to circumstances of human error, the well was not produced and has not been
re-drilled until now.
7. Consultant Hired. Mack Diamond Energy Corporation has hired an outside consultant to stay on-sight during the
entire drilling and completion process to ensure the success of penetrating, completing and producing all oil and
natural gas in the Oil Creek and McLish formations. His name is available upon request.

IN WITNESS WHEREOF, The parties hereto have executed this Contract on the date first above written.

OWNER: Mack Diamond Energy Corporation Honey Grove Single Well Joint Venture
MACK DIAMOND ENERGY CORPORATION, Managing Venturer

BY:
C. MACK HAYS, PRESIDENT & CHIEF EXECUTIVE OFFICER
MACK DIAMOND ENERGY CORPORATION

CONTRACTOR: MACK DIAMOND ENERGY CORPORATION

BY:
C. MACK HAYS, PRESIDENT & CHIEF EXECUTIVE OFFICER
MACK DIAMOND ENERGY CORPORATION
 EXHIBIT 6

TURNKEY COMPLETION CONTRACT

To The

Confidential Private Placement Memorandum

For The

MACK DIAMOND ENERGY CORPORATION HONEY GROVE SINGLE WELL JOINT VENTURE
THIS PAGE LEFT INTENTIONALLY BLANK
 TURNKEY COMPLETION CONTRACT

THIS CONTRACT made and entered into on March 10,2006, by and between the Mack Diamond Energy Corporation
Honey Grove Single Well Joint Venture (hereinafter called the “Owner”) and MACK DIAMOND ENERGY CORPORATION (hereinafter called the
“Contractor”).

WITNESSETH

In consideration of the mutual covenants and agreements herein set forth, the parties to this Contract do hereby agree as
follows:

1. Recitation. Owner has acquired or is attempting to acquire oil and gas leasehold interests located in Fannin County, in
Northeast .Texas, described more fully in the Confidential Private Placement Memorandum for the Mack Diamond Energy
Corporation Honey Grove Single Well Joint Venture. Owner desires to have a single well completed on a turnkey basis and
Owner agrees to pay for 100% of the costs of completing the wells covered by this Contract and all payments and compensation
provided hereunder which relate only to Owner’s interest.

2. Agreement to Complete. Contractor agrees to complete for oil and gas, or cause to be completed for oil and gas through
one of the Contractor’s sub-contractors, a single well located on lease referenced herewith, described more fully in the
Confidential Private Placement Memorandum for the Mack Diamond Energy Corporation Honey Grove Single Well Joint Venture,
the exact locations to be specified by personnel employed with or contracted by the Owner.

3. Compensation and Payment. Owner agrees to pay Contractor as compensation and full payment for Contractor’s
services hereunder, the amount of $910,000 for completion of the single well , ( hereinafter called the “Turnkey Completion
Price”). In consideration for the terms hereof, Owner agrees to pay Contractor the Turnkey Completion Price upon execution of this
Contract. Neither commencement nor completion of performance hereunder shall be a condition precedent to this obligation to pay.
The purpose of the payment is to provide adequate working capital to the Contractor for the completion of the single well.

4. Tangible Equipment. Contractor shall furnish all tangible well equipment, materials, supplies, and equipment needed for
completing the wells through the running and cementing of the production string of casing or through abandonment of one or more
of the wells.

5. Abandonment. Should Owner determine to abandon the well after the completion of drilling to the agreed depth,
Contractor shall cause such well to be plugged, however, the Owner shall have the obligation to plug the well if the well is not
capable of producing in commercial quantities.

IN WITNESS WHEREOF, The parties hereto have executed this Contract on the date first above written.

OWNER: Mack Diamond Energy Corporation Honey Grove Single Well Joint Venture
MACK DIAMOND ENERGY CORPORATION, Managing Venturer

BY: _______________________________________________________

C. MACK HAYS, PRESIDENT & CHIIEF EXECUTIVE OFFICER

MACK DIAMOND ENERGY CORPORATION

CONTRACTOR: MACK DIAMOND ENERGY CORPORATION

BY: _______________________________________________________
C. MACK HAYS, PRESIDENT & CHIEF EXECUTIVE OFFICER
MACK DIAMOND ENERGY CORPORATION
 EXHIBIT 7

TURNKEY LEASE AQUISTION

AND
EXPLORATORY CONTRACT

To The

Confidential Private Placement Memorandum

For The

MACK DIAMOND ENERGY CORPORATION HONEY GROVE SINGLE WELL JOINT VENTURE
THIS PAGE LEFT INTENTIONALLY BLANK
 TURNKEY LEASE ACQUISITION AND
EXPLORATORY CONTRACT

THIS CONTRACT made and entered into on march 10th, 2006 by and between the Mack Diamond Energy Corporation
Honey Grove Single Well Joint Venture (hereinafter called the “Owner”) and MACK DIAMOND ENERGY CORPORATION (hereinafter called the
“Contractor”).

WITNESSETH

In consideration of the mutual covenants and agreements hereinafter set forth, the parties to this Contract do hereby
agree as follows:

1. Recitation. Owner has acquired oil and gas leasehold interests located in Honey Grove, Texas in the county of Fannin,
described more fully in the Confidential Private Placement Memorandum for the Mack Diamond Energy Corporation Honey Grove
Single Well Joint Venture and desires to acquire, prepare and develop the leasehold interests, perform the geological mapping and
evaluation, and perform the pipeline construction and exploratory for the Mack Diamond Energy Corporation Honey Grove Single
Well Joint Venture on a turnkey basis. Owner is responsible for 100% of the costs of acquiring, preparing and developing the
leasehold interests, performing the geological mapping and evaluation of the Mack Diamond Energy Corporation Honey Grove
Single Well Joint Venture covered by this Contract and all payments and compensation provided hereunder relate only to Owners
interest.

2. Agreement to Perform Services. Contractor agrees to acquire, prepare and develop the leasehold interests, perform the
geological mapping, evaluation and drilling of the Mack Diamond Energy Corporation Honey Grove Single Well Joint Venture
through one of the Contractor’s sub-contractors, described more fully in the Confidential Private Placement Memorandum for the
Mack Diamond Energy Corporation Honey Grove Single Well Joint Venture.

3. Compensation and Payment. Mack Diamond Energy Corporation agrees to pay Contractor as compensation and full
payment for Contractor’s services hereunder, the amount of $1.00 for the acquisition and preparation of the leasehold interests,
for the geological mapping, evaluation, and preparation for the Mack Diamond Energy Corporation Honey Grove Single Well Joint
Venture, (hereinafter called the “Turnkey Lease Acquisition Price”). In consideration for the terms hereof, Owner agrees to pay
Contractor the Turnkey Lease Acquisition execution of this Contract. Neither commencement nor completion of performance
hereunder shall be a condition precedent to this obligation to pay. The purpose of the payment is to provide adequate working
capital of the leasehold interests. and evaluation for the Mack Diamond Energy Corporation Honey Grove Single Well Joint
Venture.

4. Tangible Equipment. Contractor shall furnish all tangible equipment, materials, supplies, and equipment needed for the
acquisition, preparation and exploratory of the leasehold interests, for the geological mapping and evaluation, and the pipeline
construction and exploratory for the Mack Diamond Energy Corporation Honey Grove Single Well Joint Venture.

IN WITNESS WHEREOF, The parties hereto have executed this Contract on the date first above written.

OWNER: Mack Diamond Energy Corporation Honey Grove Single Well Joint Venture
MACK DIAMOND ENERGY CORPORATION , Managing Venturer

BY:
C. MACK HAYS, PRESIDENT and CHIEF EXECUTIVE OFFICER
MACK DIAMOND ENERGY CORPORATION

CONTRACTOR: MACK DIAMOND ENERGY CORPORATION

BY:
C. MACK HAYS, PRESIDENT & CHIEF EXECUTIVE OFFICER
MACK DIAMOND ENERGY CORPORATION
THIS PAGE LEFT INTENTIONALLY BLANK
 EXHIBIT 8

INITIAL RULES AND PROCEDURES FOR MEETINGS OF VENTURERS

To The

Confidential Private Placement Memorandum

For The

MACK DIAMOND ENERGY CORPORATION HONEY GROVE SINGLE WELL JOINT VENTURE
THIS PAGE LEFT INTENTIONALLY BLANK
 INITIAL RULES AND PROCEDURES
FOR MEETINGS OF VENTURERS

PLACE OF MEETINGS. All meetings of Venturers for the election of Managing Venturer or for any other purpose shall be held in the City
of Wolfe City, State of Texas, or at such other place within or without the State of Texas, as the Joint Venture may from time to time
designate, as stated in the notice of such meeting or a duly executed waiver of notice thereof.

Annual Meeting. There shall be no requirement for an annual meeting of Venturers.

Special Meeting. Special meetings of Venturers may be called by the Managing Venturer of the holders of not less than one-tenth
(1/10) of all Units entitled to vote at the meeting.

Notice of Special Meeting. Written or printed notice stating the place, day and hour of the meeting, and, in case of a special
meeting, the purpose or purposes for which the meeting is called shall be delivered not less than ten (10) nor more than sixty (60)
days before the date of the meeting, either personally or by mail, to each Venturer entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail, addressed to the Venturer at his address as it
appears on the records of the Joint Venture, with postage thereon prepaid. Any action or meeting taken or held without notice to
such person shall have the same force and effect as if the notice had been duly given, and, if the action taken by the Joint Venture
is reflected in any document filed with the Secretary of State, that document may state that notice was duly given to all persons to
whom notice was required to be given. If such a person delivers to the Joint Venture a written notice setting forth his then current
address, the requirement that notice be given to that person shall be reinstated.

Business at Special Meeting. The business transacted at any special meetings of Venturers shall be limited to the purposes stated
in the notice thereof.

Quorum of Venturers. Unless otherwise provided in the Agreement, the holders of Fifty Percent (50%) of the Units entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of Venturers. Unless otherwise provided in this
Agreement, once a quorum is present at a meeting of Venturers, the Venturers represented in person or by proxy at the meeting
may conduct such business as may be properly brought before the meeting until it is adjourned, and the subsequent withdrawal
from the meeting of any Venturer or the refusal of any Venturer represented in person or by proxy to vote shall not affect the
presence of a quorum at the meeting.

Changes in the Vote Required for Certain Matters. With respect to any matter for which the affirmative vote of the holders of
specified portion of the Units entitled to vote is required by law, the Agreement may provide that the act of the Venturers on that
matter shall be the affirmative vote of the holders of a specified portion, but not less than a majority of the Units entitled to vote on
the matter, rather than the affirmative vote otherwise required by law. If any provision of the Agreement provides that the act of
Venturers on any matter shall be the affirmative vote of the holders of a specified portion of the Units entitled to vote on that matter
that is greater than a majority of the Units, so entitled to vote, that provision of the Agreement may not be amended or modified,
directly or indirectly, without the affirmative vote of the holders of that greater portion of the Units entitled to vote on that matter,
unless otherwise provided in the Agreement.

Voting of Units. Each outstanding Unit shall be entitled to one vote on each matter, submitted to a vote at a meeting of Venturers.

Proxies. At any meeting of the Venturer, each Venturer having the right to vote shall be entitled to vote either in person or by proxy
executed in writing by the Venturer. A telegram, telex, cablegram, or similar transmission by the Venturer, or a photographic,
photostatic, facsimile, or similar reproduction of a writing executed by the Venturer, shall be treated as an execution in writing for
purposes of this section. No proxy shall be valid after (11) months from the date of its execution unless otherwise provided in the
proxy. Each proxy shall be revocable unless the proxy form states that the proxy is irrevocable and the proxy is coupled with a Unit
and unless otherwise made irrevocable by law.

Voting List. The managing Venturer shall keep confidential and treat as proprietary the list of the Venturers entitled to vote at such
meeting or any adjournment thereof, which list shall be kept on file at the registered office of principle place of business of the Joint
Venture. Upon a showing of a proper purpose, notices, proposed amendments to the Agreement, and these Initial Rules and
Procedures shall be delivered by the Managing Venturer to all other Venturers in order to give effect to the voting and amendment
rights granted in the Agreement above. The Meeting Venturer may, at its discretion, provide a written response or counter-proposal
with any such material delivered to Venturers.

Action by Majority Written Consent Without a Meeting. Any action required by law to be taken at any annual or special meeting of
Venturers or any action which may be taken at any annual or special meeting of Venturers, may be taken without a meeting, without
prior notice, and without a vote, if a majority consent in writing, setting forth the action so taken, shall have been signed by the
holder or holders of a majority of the Units entitled to vote with respect to the action that is the subject of the consent. A telegram,
telex, cablegram, or similar transmission by Venturer, or a photographic, photostatic, facsimile, or similar reproduction of a writing
signed by a Venturer, shall be regarded as signed by the Venturer.

Methods of Giving Notice. Whenever any notice is required to be given to any Venturers under the
provisions of any statute, the Agreement, or these Initial Rules and Procedures, it shall be given in writing
and delivered personally or mailed to such Venturer at such address as appears on the records of the
Joint Venture, and such notice shall be deemed to be given at the time when the same shall be deposited
in the United States mail with sufficient postage thereon prepaid. Notice to Venturers may also be given
by telegram, electronic mail (e-mail), over-night delivery service (Federal Express, UPS or other over-
night delivery service) or by facsimile and notice given by such means shall be deemed given at the time
it is delivered by such means.

If no response is received within five calendar days from the date of delivery or mailing of such notice,
then, unless otherwise indicated therein, a negative response will be assumed.

Waiver of Notice. Whenever any notice is required to be given to any Venturer under the provisions of
any law, the Agreement, or these Initial Rules and Procedures, a waiver, thereof in writing signed by the
person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.

Attendance as Waiver. Attendance of a Venturer at a meeting shall constitute a waiver of notice of such
meeting, except where a Venturer attends a meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully called or convened.

Subject to the provisions required or permitted for notice of meetings, unless otherwise restricted by the
Agreement or these Initial Rules and Procedures, Venturers or the Managing Venturer may participate in
and hold a meeting of such Venturers by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear each other, and
participation in such a meeting shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or convened.