Common use of Area of Mutual Interest Clause in Contracts

Area of Mutual Interest. The “ Xxxxxx Well #1” leases and any new lease to be acquired under this agreement, identified within the legal descriptions above, shall be designated as an Area of Mutual Interest (“AMI”) which shall expire on the termination of this Agreement. If any party hereunder acquires any interest within the AMI, the acquiring party will notify the non-acquiring party in writing of the terms of the acquisition and any costs and/or obligations incurred pursuant thereto within fifteen (15) days following the acquisition. The non-acquiring party will elect in writing within thirty (30) days from its receipt of such notice, as to its election to participate or not participate with its proportionate share of the acquisition. Each non-acquiring party’s election to participate will be accompanied by payment of its share of costs associated with the acquisition. If the non-acquiring party elects not to participate with its proportionate share of the acquisition, the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated time frame shall be deemed an election not to participate in the acquisition. If the interest acquired covers lands lying partially inside and partially outside the boundaries of the AMI, the acquiring party shall offer the entirety of such interest to the non-acquiring party. If a non-acquiring party acquires its proportionate share of such interest, the lands lying outside the AMI and covered by the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment property.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases and any new lease to be acquired under this agreement, identified within the legal descriptions above, shall be designated as PARTIES hereby create an Area of Mutual Interest (“"AMI”") identified on Exhibit "A-l" attached hereto and made a part hereof. This AMI shall remain in force and effect as long as any leases lying within the AMI are being maintained by the parties hereto. Any acquisition of any right, title or interest acquired in, to and under any oil or gas lease or any other interest in oil or gas, including, without limitation, contractual rights, which shall expire confer on the termination holder thereof the right to share, or acquire the right to share, in the production or the proceeds of this Agreement. If any party hereunder acquires any interest production of oil and gas within the AMI, AMI (the acquiring party will notify "Acquisition") by a PARTY herein shall be for the non-acquiring party in writing mutual benefit of the terms PARTIES. Each PARTY shall have the right to participate in any such Acquisition in the same proportion as such PARTY'S WORKING INTEREST in and to the LEASE as set forth in Exhibit "A". The PARTY making the Acquisition (the "Acquiring Party") shall notify each of the acquisition and any costs and/or obligations incurred pursuant thereto within fifteen (15) days following the acquisition. The non-acquiring party will elect other PARTIES in writing within thirty (30) days from its of such Acquisition and shall furnish a copy of all executed agreements pertaining thereto and such title information as the Acquiring PARTY has, stating the cost of such acquisition or the obligations that must be assumed in connection therewith. Each of the other PARTIES shall have a period of fifteen (15) working days (48 hours exclusive of Saturdays, Sundays and legal holidays in the event that a well is being drilled within the AMI) after receipt of such notice, as notice within which to its election elect and notify the Acquiring PARTY whether or not it desires to participate in such Acquisition. Failure to timely respond to the Acquiring PARTY'S notice or not participate with its reimburse the Acquiring PARTY for the proportionate share of the acquisition. Each non-acquiring party’s election to participate will be accompanied by payment of its share of costs associated with the acquisition. If the non-acquiring party elects not to participate with its proportionate share of the acquisition, the acquiring party may retain the acquired interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated time frame shall be deemed an election not to acquire such interest. Upon election and payment to the Acquiring PARTY of a non-acquiring PARTY'S share of the cost of such acquisition, such non-acquiring PARTY shall be entitled to an assignment of its proportionate share in such Acquisition. If fewer than all PARTIES elect to participate in the acquisition. If the interest acquired covers lands lying partially inside and partially outside the boundaries of Acquisition within the AMI, the acquiring party Acquiring PARTY shall offer inform all PARTIES who have elected to participate in the entirety Acquisition, in writing, of the elections made. Each PARTY receiving notice, within forty-eight (48) hours (inclusive of Saturday, Sunday or legal holidays) after receipt of such interest notice, shall advise the Acquiring PARTY of its desire to the non-acquiring party. If a non-acquiring party acquires (a) limit participation to its WORKING INTEREST, or (b) acquire its proportionate share of such interest, the lands lying outside the AMI and covered by the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and non-participating PARTY(IES), or (c) participate for a percentage of the interest of the non-participating PARTY(IES). The interest of any new lease PARTY who elects to be acquired subject to this Agreement and participate in any acquisition within the AMI shall be enlarged subject to include said lands. Each lease, right, title or interest acquired under and be burdened by the terms of this AMI shall be subject solely obligations set forth on Exhibit "A" with respect to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertyleases.

Area of Mutual Interest. The “ Xxxxxx Well #1a) In this Article “mutual interest lands” leases means any leases, and any new lease other documents of title including without limitation any agreements granting, reserving or otherwise conferring rights to be acquired under this agreementexplore for, identified drill for, produce, take, use, market, share in the production of or the proceeds from the sale of Petroleum Substances; any portion of which lie fifty (50%) percent or more within the legal descriptions aboveProspect Area. b) The provisions of this Article will exist from the date of this Agreement and remain in effect until twenty four (24) months after Fellows Energy exercises the Option to acquire the Assets in the Option Lands, shall or, in the event Fellows Energy does not exercise the Option and its right to acquire the Assets in the Option Lands is terminated or expires, then the provisions of this Article will no longer be designated in effect as of the date of such termination or expiration. c) Each of the Parties represents and warrants that it is not a party to any agreement which predates this Agreement whereby it is obligated to offer an Area interest in any mutual interest lands to any third party, who is not a Party. d) For the purpose of Mutual Interest this Article, only money consideration actually paid for an interest in any mutual interest lands will be reimbursed. If one of the Parties (“AMIAcquiring Party”) which shall expire on the termination of this Agreement. If any party hereunder acquires any an interest within the AMIin mutual interest lands, the acquiring party Acquiring Party will notify forthwith give written notice to the non-acquiring party in writing other Parties together with all pertinent information with respect thereto. Each of the terms other Parties will have the option to acquire an interest from the Acquiring Party equal to their respective participating interest, exercisable by payment of the acquisition and any costs and/or obligations incurred pursuant thereto within fifteen (15) days following the acquisition. The non-acquiring party will elect in writing within thirty (30) days from its receipt of such notice, as to its election to participate or not participate with its proportionate share of the acquisition. Each non-acquiring party’s election to participate will be accompanied by payment costs of its share acquisition within sixty (60) days of costs associated with receipt of notice of the acquisition. If the non-acquiring parties comprise more than one party elects and if one of the other parties does not exercise the option hereinbefore provided, the party (or parties) exercising the option will have a further option, exercisable by payment within twenty (20) days of notice thereof, to participate with acquire from the Acquiring Party its proportionate share of the acquisition, interest which was offered to the acquiring party may retain which did not exercise the interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated time frame shall be deemed an election not to participate option in the acquisition. If the interest acquired covers lands lying partially inside and partially outside the boundaries of the AMI, the acquiring party shall offer the entirety of such interest to the non-acquiring party. If a non-acquiring party acquires its proportionate share of such interest, the lands lying outside the AMI and covered by the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertyoriginal instance.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases and any new lease 10.1 An area of mutual interest ("AMI") is hereby established as to be acquired under this agreement, the lands identified within the legal descriptions above, shall be designated as an Area of Mutual Interest (“AMI”) which shall expire on the termination plat attached as Exhibit "F" hereto and made a part hereof. In the event a party hereto acquires Oil and Gas Properties within such area of mutual interest --- during the time this Agreementarea of mutual interest provision is in force, the party acquiring such interest shall give written notice of such acquisition to the other party hereto, identifying the interest acquired and specifying the cost and terms of such acquisition. If any The party hereunder acquires any interest within receiving such notice shall have the AMIright, by giving written notice to the acquiring party will notify the non-acquiring party in writing of the terms of the acquisition and any costs and/or obligations incurred pursuant thereto within fifteen (15) days following the acquisition. The non-acquiring party will elect in writing within thirty (30) calendar days from its after receipt of such notice, notice of its election as to whether or not it will purchase its election undivided interest in the acquired interest (as such undivided interest is set forth below). If the party receiving the first notice elects to participate or not participate with in such acquisition, such party shall pay its proportionate share of the acquisition. Each non-acquiring party’s election to participate will be accompanied by payment acquisition costs of its share of costs associated with the acquisitionacquired interest (as such proportionate part is set forth in Section 10.2 below). If the non-acquiring party elects not to both parties hereto participate with its proportionate share of the in an acquisition, the acquired interest and the entire AMI shall automatically become subject to a joint operating agreement in the form attached as Exhibit "G" hereto and made a part hereof. Such joint operating agreement shall be a separate and distinct joint operating agreement from the Joint Operating Agreement covering any portion of the AMI. Failure of the party receiving the first notice to notify the party acquiring party may retain the an interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated said time frame shall period will be deemed an election not to participate in the such acquisition. If the interest acquired covers lands lying partially inside and partially outside party receiving the boundaries of first notice elects, or is deemed to have elected, not to participate in the AMI, the acquiring party shall offer the entirety acquisition of such interest, then the party who acquired such interest shall have no further obligation to the non-acquiring partysuch party with respect to such interest and such interest shall thereafter not be subject to this Agreement. If a non-acquiring the party acquires receiving the first notice participates in the acquisition of an acquired interest, such party, upon payment of its proportionate share of such interestthe acquisition costs, shall be given an assignment in recordable form of its undivided interest therein. 10.2 With respect to Oil and Gas Properties acquired by a party hereto within the AMI , the lands lying outside other party hereto may elect to acquire its undivided interest in such acquired interest in accordance with the provisions of Section 10.1 above and, in such case, such parties will be obligated to pay their proportionate share of the acquisition costs in return for their respective undivided interests therein, such proportionate parts and undivided interests being as follows: GulfWest 90%; Summit 10% of the ownership interest actually acquired by the acquiring party. 10.3 Any proceeds received by Summit with respect to any interest which it acquires within the AMI pursuant to this Article X shall be deemed to be revenue to Summit, and covered by the interest acquired, shall become a part not be credited against repayment of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertyAdvanced Funds.

Area of Mutual Interest. The “ Xxxxxx Well #(1” leases ) In this clause the expression "AMI Lands" means any Petroleum And Natural Gas Rights, or either of them, which are laterally and/or diagonally within one (1) mile of the lands encompassing any Exploratory Prospect, other than Excluded Lands and lands acquired by Encal alone (i.e. not subject to any new lease obligation to provide an interest to a Third Party) pursuant to clause 13(b). (2) On an Exploratory Prospect by Exploratory Prospect basis, the provisions of this clause relating to the acquisition of any AMI Lands shall: (1) for AMI Lands not encompassing the Exploratory Prospect, be acquired under this agreementeffective for that period commencing on the date of acceptance, identified within in writing, by Encal of an Exploratory Prospect and terminating one (1) year thereafter, and; (2) for AMI Lands encompassing the legal descriptions aboveExploratory Prospect, be effective for the Term and one (1) year thereafter. (3) Crown Lands") and if one of the Parties desires to acquire an interest in the New Crown Lands, the Parties shall consult at least forty-eight (48) hours prior to the final hour at which bids are accepted for the sale of the New Crown Lands for the purpose of attempting to reach an agreeable bid price. If, after consultation between the Parties, agreement is reached, to bid jointly on the New Crown Lands, Encal shall submit the bid on behalf of the Parties and if the New Crown lands are acquired, they shall be designated paid for, owned and held by the acquiring Parties in the following interests ("Participating Interests"): (1) if an initial test well has been drilled on an Exploratory Prospect or is being drilled pursuant to clause 12 and Pinnacle participates, subject to any Third Party participation: Encal 60% Pinnacle 40%; or (2) in all other cases where Pinnacle participates, subject to any Third Party participation: Encal 55% Pinnacle 45% (4) Subject to Sub-clause (e), if agreement is not reached as to a bid price, then the New Crown Lands so acquired shall be paid for, owned and held by the Party acquiring the New Crown Lands. (5) If, after any consultation at which an Area of Mutual Interest (“AMI”) agreed bid price is not reached by all Parties, any Party acquires the New Crown Lands at a price which shall expire on differs by more than five percent [5%] from the termination of this Agreement. If any party hereunder price it was prepared to agree to for acquisition, or if a Party acquires any interest within the AMINew Crown Lands without consulting with the other Party or without disclosing the price it was prepared to pay for the acquisition, the acquiring party will notify Party shall immediately give notice to the non-acquiring party in writing of other Party setting forth the terms of consideration paid. Any Party receiving the acquisition and any costs and/or obligations incurred pursuant thereto within fifteen notice shall have the right for a period expiring ten (15) days following the acquisition. The non-acquiring party will elect in writing within thirty (3010) days from its the receipt of such notice, as the notice to elect to acquire its election Participating Interest in the New Crown Lands acquired by paying to participate or not participate with the acquiring Party its proportionate share of the acquisition. Each non-acquiring party’s election to participate will be accompanied by payment of its share of costs associated with the acquisitionacquisition costs. If this right is exercised, the nonNew Crown Lands shall be held and owned by the Parties acquiring and the Parties electing to acquire their proportionate interest in the proportion that their respective Participating Interests bear one to the other as set forth in Sub-clause (b)(i) or (b)(ii), whichever is applicable. The interest acquired shall be held by the acquiring party elects not to participate with its proportionate share Party on behalf of all Parties until the expiry of the acquisitionten (10) day period. (6) On acquisition of AMI Lands by more than one Party, if the acquiring party may retain AMI Lands are not already subject to an agreement that provides for their joint operation, an agreement in the interest for its own benefit. The non-acquiring party’s failure to respond and make payment within form of the designated time frame Operating Procedure shall be deemed immediately to become effective to govern the relationship among the Parties and to provide for the maintenance and operation of the AMI Lands. Encal shall be the Operator unless Encal does not acquire an election not to participate interest in the acquisition. If AMI Lands, in which event the Parties who have acquired an interest acquired covers lands lying partially inside shall appoint an operator in the manner provided for the appointment of a new operator in the Operating Procedure. (7) Provided that both Encal and partially outside Pinnacle acquire their Participating Interests in the boundaries of AMI Lands, any xxxxx drilled on the AMIAMI Lands, except any test well, shall be deemed Additional Xxxxx under this Agreement and, as such, the acquiring party provisions of clause 13(a) shall offer the entirety of apply mutandis mutatis to such interest to the non-acquiring party. If a non-acquiring party acquires its proportionate share of such interest, the lands lying outside the AMI and covered by the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertyAdditional Well.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases Seller and Purchaser agree that in the event that either party directly or indirectly acquires, on or before December 31, 2002, an interest in any new lease to be acquired under this agreementleasehold rights, identified royalty, overriding royalty, farmin, farmout, farmout option, exploration agreement or any other similar agreement covering all or any portion of lands situated within the legal descriptions aboveboundaries of South Timbalier Area Blocks 25, shall be designated as an Area 27 (SE/4 and S/2 SW/4 only) 40, 41, or 42, Offshore Louisiana, Outer Continental Shelf, Gulf of Mutual Interest Mexico (“AMI”) which shall expire on the termination of this Agreement. If any party hereunder acquires any interest within the AMI"Properties"), the such acquiring party will notify (the non-acquiring "Acquiring Party") shall provide written notice thereof to the other party in writing of (the terms of the acquisition and any costs and/or obligations incurred pursuant thereto within fifteen (15"Notified Party") days following the acquisition. The non-acquiring party will elect in writing within thirty (30) days from its after such acquisition. Said written notice shall include copies of all instruments of acquisition and all documentation evidencing and supporting the actual costs relating thereto. The Notified Party shall have thirty (30) days following receipt of such noticewritten notice to elect by written notice to the Acquiring Party to acquire an undivided fifty percent (50.00%) of the Acquiring Party's interest in any or all of such interests acquired by the Acquiring Party. In the event that the Notified Party elects to acquire any such interest(s), as the Acquiring Party shall assign such interest(s) to its the Notified Party, on a form mutually acceptable to the Notified Party and the Acquiring Party, within thirty (30) days following receipt of written notice of Notified Party's election to participate or not participate with its proportionate share of the acquisitionacquire such interests. Each non-acquiring party’s election to participate will be accompanied by payment of its share of costs associated with the acquisition. If the non-acquiring party elects not to participate with its proportionate share of the acquisition, the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated time frame Said assignment shall be deemed an election not to participate in made free and clear of any burdens other than those placed on the acquisition. If interests being assigned by the interest acquired covers lands lying partially inside and partially outside the boundaries of the AMI, the acquiring original granting party shall offer the entirety of such interest to the non-acquiring party. If a non-acquiring party acquires its proportionate share of such interest. Within fifteen (15) days after the Notified Party's receipt of such assignment, the lands lying outside Notified Party shall reimburse the AMI Acquiring Party for fifty percent (50.00%) of all actual and covered documented costs directly incurred by the interest acquiredAcquiring Party (excluding, without limitation, the Acquiring Party's overhead, internal or administrative costs) with respect to such acquisition and shall become a part assume an undivided fifty percent (50.00%) of the “ Xxxxxx Well # 1” Lease Acquiring Party's obligations, if any, attributable to such acquired interest. In the event the Acquiring Party's acquires an interest in the Properties as described above and any new lease the Notified Party elects to be acquired acquire an undivided fifty (50%) interest in such lease(s), and such interests are not already subject to this Agreement an operating agreement, then the Notified Party and the AMI Acquiring Party shall be enlarged enter into a mutually acceptable Operating Agreement in a form substantially similar to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertyattached as Exhibit "I" hereto.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases and any new lease to be acquired under this agreement, identified within the legal descriptions above, shall be designated as PARTIES hereby create an Area of Mutual Interest (“"AMI”") identified on Exhibit "A-1" attached hereto and made a part hereof. This AMI shall remain in force and effect as long as any leases lying within the AMI are being maintained by the parties hereto. Any acquisition of any right, title or interest acquired in, to and under any oil or gas lease or any other interest in oil or gas, including, without limitation, contractual rights, which shall expire confer on the termination holder thereof the right to share, or acquire the right to share, in the production or the proceeds of this Agreement. If any party hereunder acquires any interest production of oil and gas within the AMI, AMI (the acquiring party will notify "Acquisition") by a PARTY herein shall be for the non-acquiring party in writing mutual benefit of the terms PARTIES. Each PARTY shall have the right to participate in any such Acquisition in the same proportion as such PARTY'S WORKING INTEREST in and to the LEASE as set forth in Exhibit "A". The PARTY making the Acquisition (the "Acquiring Party") shall notify each of the acquisition and any costs and/or obligations incurred pursuant thereto within fifteen (15) days following the acquisition. The non-acquiring party will elect other PARTIES in writing within thirty (30) days from its of such Acquisition and shall furnish a copy of all executed agreements pertaining thereto and such title information as the Acquiring PARTY has, stating the cost of such acquisition or the obligations that must be assumed in connection therewith. Each of the other PARTIES shall have a period of fifteen (15) working days (48 hours exclusive of Saturdays, Sundays and legal holidays in the event that a well is being drilled within the AMI) after receipt of such notice, as notice within which to its election elect and notify the Acquiring PARTY whether or not it desires to participate in such Acquisition. Failure to timely respond to the Acquiring PARTY'S notice or not participate with its reimburse the Acquiring PARTY for the proportionate share of the acquisition. Each non-acquiring party’s election to participate will be accompanied by payment of its share of costs associated with the acquisition. If the non-acquiring party elects not to participate with its proportionate share of the acquisition, the acquiring party may retain the acquired interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated time frame shall be deemed an election not to acquire such interest. Upon election and payment to the Acquiring PARTY of a non-acquiring PARTY'S share of the cost of such acquisition, such non-acquiring PARTY shall be entitled to an assignment of its proportionate share in such Acquisition. If fewer than all PARTIES elect to participate in the acquisition. If the interest acquired covers lands lying partially inside and partially outside the boundaries of Acquisition within the AMI, the acquiring party Acquiring PARTY shall offer inform all PARTIES who have elected to participate in the entirety Acquisition, in writing, of the elections made. Each PARTY receiving notice, within forty-eight (48) hours (inclusive of Saturday, Sunday or legal holidays) after receipt of such interest notice, shall advise the Acquiring PARTY of its desire to the non-acquiring party. If a non-acquiring party acquires (a) limit participation to its WORKING INTEREST, or (b) acquire its proportionate share of such interest, the lands lying outside the AMI and covered by the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and non-participating PARTY(IES), or (c) participate for a percentage of the interest of the non-participating PARTY(IES). The interest of any new lease PARTY who elects to be acquired subject to this Agreement and participate in any acquisition within the AMI shall be enlarged subject to include said lands. Each lease, right, title or interest acquired under and be burdened by the terms of this AMI shall be subject solely obligations set forth on Exhibit "A" with respect to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertyleases.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases and any new lease to be acquired under this agreement, identified within Parties agree that an area which shall extend outward from the legal descriptions above, boundaries of each of the Leases for a distance of 5,280 feet shall be designated as an Area area of Mutual Interest (“AMI”) which shall expire on mutual interest between the termination Parties for a period of seven years from the date of Closing under this Agreement. If any party hereunder acquires Party should hereafter during the period of mutual interest acquire any interest oil and gas leases, any mineral interest, royalty interest, overriding royalty interest, or any farmout agreement, or other agreement permitting the right to explore for and produce oil and/or gas, covering any lands within the AMIarea of mutual interest, then the acquiring party will Party shall notify the non-acquiring party in writing Party, and shall deliver to the non-acquiring Party (i) copies of the terms documents by which the acquiring Party acquired the particular interest, and copies of all title information in the possession or control of the acquiring party relating to the particular interest, and (ii) copies of checks or other documents evidencing the actual costs to third parties incurred by the acquiring Party in its acquisition and any costs and/or obligations incurred pursuant thereto within fifteen (15) of the particular interest. For a period of thirty days following the acquisition. The receipt of such information the non-acquiring party will elect in writing within thirty Party shall have the option to acquire an undivided fifty percent (3050%) days from its receipt of such notice, as to its election to participate or not participate with its proportionate share of the acquisition. Each particular interest for which the non-acquiring party’s election to participate will be accompanied by payment of its share of costs associated with the acquisitionParty has received notice. If the non-acquiring party elects not to participate with its proportionate share Party shall timely give such notice, closing shall thereafter occur within ten days in the office of the acquisitionacquiring Party, or at such other location to which the Parties may mutually agreed. At closing the acquiring party may retain Party shall deliver to the interest for its own benefit. The non-acquiring party’s Party an assignment, deed or other appropriate conveyance, properly executed in recordable form, conveying an undivided one-half of the particular interest, and the non-acquiring Party shall deliver to the acquiring Party one-half of the actual costs to third parties incurred by the acquiring Party in the acquisition of the particular interest. The failure of the non-acquiring Party to respond and make payment within the designated time frame thirty day period shall be deemed an election not to participate in the acquisition. If the interest acquired covers lands lying partially inside and partially outside the boundaries of the AMI, the acquiring party shall offer the entirety of such interest to by the non-acquiring party. If a non-acquiring party acquires its proportionate Party not to acquire any share of such interest, the lands lying outside the AMI and covered particular interest having been acquired by the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertyacquiring Party.

Area of Mutual Interest. 8.1 The “ Xxxxxx Well #1” leases and any new lease to be acquired under this agreement, identified Parties shall form an area of mutual interest within the legal descriptions above, shall be designated Contract Area covering the lands lying within the heavy dark line and identified as an Area of Mutual Interest (“AMI”) which shall expire the "Contract Area" on the termination of this Agreementattached Exhibit "B" (the "AMI"). If any party hereunder portion of a leasehold interest lies within the Contract Area then all of said leasehold interest shall be deemed to be within the AMI (the "AMI Leases") for the purposes of this provision. If a Party, or a successor or assign of a Party ("Acquirer") acquires any or enters into an agreement to acquire, by purchase, farmout or otherwise, an interest in an oil and gas lease, or the production therefrom, within the AMI, the acquiring party will notify the non-acquiring party in writing of the terms of the acquisition and any costs and/or obligations incurred pursuant thereto within fifteen (15) days following the acquisition. The non-acquiring party will elect in writing then within thirty (30) days from its Acquirer shall give written notice to the other Party(s) ("Non-Acquiring Party") of such acquisition. This notice shall include the actual cost and all other material information pertaining thereto, including without limitation copies of all instruments of conveyance, legal description of the interest acquired, copies of leases, memorandums of lease, lease options, agreements, drafts, checks, lease purchase reports and lease title documents associated with the acquisition by the Acquirer. The Non-Acquiring Party shall have a period of 30 days after receipt of such notice, as this notice within which to elect whether to purchase its proportionate working interest share of the acquired interest. The Non-Acquiring Party shall make its election in writing to participate or not participate with the Acquirer and shall pay its proportionate share of acquisition costs upon the acquisitiondelivery of an appropriate assignment of interest by the Acquirer. Each nonIf a Non-acquiring party’s election Acquiring Party fails to participate will be accompanied by payment notify the Acquirer of its share of costs associated with the acquisition. If the non-acquiring party elects not to participate with its proportionate share of the acquisition, the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure to respond and make payment election within the designated time frame said 30 days then it shall be deemed an election to have elected not to participate in the acquisition. If the interest acquired covers lands lying partially inside and partially outside the boundaries of the AMI, the acquiring party shall offer the entirety of such interest to the non-acquiring party. If a non-acquiring party acquires its proportionate share of such acquire said interest, the lands lying outside the AMI and covered by the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment property.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases Should Company either (i) acquire an interest in an oil and gas lease covering any new of the blocks or acreage in such Prospect identified on Exhibits "A", "B" or "I," or any portion of such blocks or acreage, or (ii) acquire the right to acquire an interest in an oil and gas lease to be acquired under this agreementcovering any of the blocks or acreage identified in such Prospect, or (iii) acquire an interest in an oil and gas lease covering any of the blocks or acreage identified within on Exhibit "A", "B" or "I" for such Prospect should the legal descriptions above, shall be designated as an Area of Mutual Interest (“AMI”) which shall expire on the original Lease xxxxxx xx xxxxxnate before termination of this Agreement, then Chevron shall have the right but not the obligation to acquire from Company up to seventy-five percent (75%) interest and/or right(s) acquired by Company covering any of the blocks or acreage identified on Exhibit "A", "B" or "I". If any party hereunder acquires any interest within the AMI, the acquiring party will notify the non-acquiring party Chevron shall be notified in writing by Comxxxx xxxxxx xxxrty (30) days of such acquisition and will provide all of the terms and conditions of the acquisition offer to Chevron with said notice, and any costs and/or obligations incurred pursuant thereto within fifteen (15) days following the acquisition. The non-acquiring party will elect in writing within Chevron shall have thirty (30) days from its after receipt of such notice, as notice to its election to participate advise Company whether or not participate with Chevron elects to acquire its proportionate share of the acquisitioninterest and/or rights acquired by Company. Each non-acquiring party’s election If Chevron elects to participate exercise its right under this Agreement, the consideration owed by Chevron to Company will be accompanied equal to all the consideration paid and/or tendered by payment of its share of costs associated with Company for such interest and/or right attributable to Chevron's proportionate share. Should Chevron acquire any interest, or acquires a right to acquire any interest in any acreage listed on Exhibits "A", "B" or "I" prior to Company earning an interest in the acquisitionXxxxxx xxxxxxxx in the Prospect covering such acreage, Chevron shall include the acquired acreage, or right to acquire acreage, in such Prospect for all purposes under this Agreement, but said inclusion shall be limited as to depths available for earning in that particular Prospect pursuant to the applicable Exhibit "A" or "B". If After earning an interest in the non-acquiring party elects not to participate with its proportionate share Leases in a Prospect by Company, the applicable Operating Agreement will control the obligations between the Parties in the AMI for such Prospect established under the Operating Agreement, which will consist of the acquisitionacreage identified on Exhibits "A", the acquiring party may retain the interest "B" and "I" for its own benefitsuch Prospect, plus any acreage added xx xxxx Xxxxxxxx pursuant to this Agreement, if any. The non-acquiring party’s failure to respond This AMI obligation will be binding upon and make payment within the designated time frame shall be deemed an election not to participate in the acquisition. If the interest acquired covers lands lying partially inside and partially outside the boundaries of the AMI, the acquiring party shall offer the entirety of such interest will inure to the non-acquiring party. If a non-acquiring party acquires its proportionate share Parties hereto, for the longer period of such interest, the lands lying outside the AMI and covered by the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to either (i) this Agreement and or (ii) the AMI shall be enlarged to include said lands. Each leaseapplicable Operating Agreement, rightor (iii) December 31, title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment property2008.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases and any new lease to be acquired under this agreement, identified within the legal descriptions above, shall be designated as parties hereby designate an Area of Mutual Interest (“"AMI”) "). The AMI shall encompass the Initial Prospect Lands. Should ZEI acquire as a Seismic Cost data covering lands outside the Initial Prospect Lands, the AMI shall be deemed enlarged to cover all lands covered by such seismic data. Any interest taken by either party after May 16, 1996 and prior to May 15, 2001 in an oil and gas lease, exploration option, operating agreement, farm-in, deed coupled with mineral interest, or any similar agreement which shall expire on the termination of this Agreement. If any party hereunder acquires any creates or effects an interest in hydrocarbons in lands within the AMIAMI (an "Interest"), or acquisition of a contractual right to acquire an Interest, shall be deemed taken for development under this agreement. The party acquiring an Interest shall, within thirty (30) days of the acquiring party will notify time of such acquisition, notify, in writing, the non-acquiring party in writing of party. The notice shall describe the interest and set forth the terms of such acquisition, the consideration paid, any other acquisition costs, and any costs and/or other obligations incurred pursuant thereto within fifteen (15) days following the acquisitionassumed. The non-acquiring party will elect in writing then have the right, within thirty (30) days from its of the receipt of such notice, to elect in writing to receive an assignment of one half (or, if smaller, its working interest ownership determined by the FX Prospect Interest, as to its election to participate or not participate with its proportionate share applicable) of each such acquired Interest and the acquisition. Each non-acquiring party’s election to participate will be accompanied by payment of its share of costs associated with the acquisitionobligations connected therewith. If the non-acquiring party elects not to participate with take such an assignment, the non-acquiring party shall tender to the acquiring party, at the time it gives notice of its proportionate election, its share of the acquisition, consideration and acquisition costs actually paid by the acquiring party may retain party, and in consideration thereof, shall receive an assignment of its share of the interest for its own benefitInterest with covenants of special warranty. The non-acquiring party’s failure to respond make such election and make payment within the designated time frame shall be deemed an election not to participate in the acquisition. If the interest acquired covers lands lying partially inside and partially outside the boundaries tender its share of the AMI, the acquiring party consideration and costs within such thirty (30) day period shall offer the entirety constitute a waiver of such interest to the non-acquiring party's right to receive such an interest. If a During such thirty (30) day notice period, the non-acquiring party acquires its proportionate share of such interestshall have the right to inspect all leases, the lands lying outside the AMI documents, title information, and covered by contracts reflecting the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertyacquired.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases and any new lease to be acquired under this agreement, identified within the legal descriptions above, shall be designated as parties agree that an Area area of Mutual Interest mutual interest (“AMI”) which shall expire exist within the boundary of the area as outlined on Exhibit G attached hereto. While the AMI exists and during the period prior to the date when Participant elects Option A or Option C and consummates the purchase of an interest in the remaining Leases, (i) each of Participant and AllianceBernstein agrees that Owners will have the right, but not the obligation, to acquire at cost 50% of any interest in any oil and gas lease Participant or AllianceBernstein directly or indirectly acquires within the AMI, and (ii) Matador, Xxxxxxx, ROI and MRC agree that any oil and gas lease acquired directly or indirectly by them within the AMI shall become part of and added to the Leases described on Exhibit A attached hereto for all purposes of this Agreement; provided, however, that the obligations in this clause (ii) of Matador, Xxxxxxx, ROI and MRC will nevertheless terminate (a) at the end of the Initial Election Period unless Participant has timely exercised Option A or Option B or (b) at the end of the Second Election Period unless Participant has timely exercised Option C and, in either case of (a) or (b), Participant has subsequently complied with its payment obligations regarding the Second Test Well (if Option B was exercised) and its purchase of an interest in the remaining Leases (if Option A or Option C was exercised). If and after Participant timely elects Option A or Option C and consummates the purchase of an interest in the remaining Leases, each of Participant, on the termination one hand, and Owners, on the other hand, will have the right, but not the obligation, to acquire at cost their respective working interest shares (based on the amount of working interest acquired by Participant pursuant to the exercise of such option) in all interests that may thereafter be renewed or acquired by any of the Parties, directly or indirectly, in any oil and gas lease located within the AMI. If a Party intends to participate in a Federal or State auction of leases in the AMI, such Party shall notify the other Parties in writing at least 15 days before such sale. The AMI will exist for a term of 10 years from the date of this Agreement. If Xxxxxxx will be entitled to a proportionately reduced 2.5% of 8/8ths overriding royalty interest in all interests that may be renewed or acquired by any party hereunder acquires of the Parties, directly or indirectly, in any interest oil and gas lease located within the AMI. If any Lease (or pooled unit associated with any Lease) is producing or in its primary term or being extended by continuous drilling provisions at the end of the 10-year period, the acquiring party will notify the non-acquiring party in writing of the terms of the acquisition AMI will extend beyond the 10-year period only as to such Lease(s) and any costs and/or obligations incurred the lands covered thereby until: (i) the end of its or their primary term; or (ii) operations pursuant thereto within fifteen to the continuous drilling provisions have ceased and the continuous drilling provisions are no longer in effect; or (15iii) days following a Lease, or the acquisition. The non-acquiring party will elect pooled unit associated with such Lease(s), ceases to produce in writing within thirty (30) days from its receipt of such noticecommercial quantities, as to its election to participate or not participate with its proportionate share of the acquisitioncase may be. Each non-acquiring party’s election to participate will be accompanied by payment of its share of costs associated with the acquisition. If the non-acquiring party elects not to participate with its proportionate share of the acquisitionAlternatively, the acquiring party Parties may retain the interest for its own benefit. The non-acquiring party’s failure elect to respond and make payment within the designated time frame shall be deemed an election not to participate in the acquisition. If the interest acquired covers lands lying partially inside and partially outside the boundaries of the AMI, the acquiring party shall offer the entirety of such interest to the non-acquiring party. If a non-acquiring party acquires its proportionate share of such interest, the lands lying outside terminate the AMI and covered by the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and at any new lease to be acquired subject to this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this time upon their mutual agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment property.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases and any new lease to be acquired under this agreement, identified within the legal descriptions above, shall be designated as (a) There is hereby created an Area of Mutual Interest (the “AMI”) which shall expire consist of the lands within the boundary marked on the termination plat attached as Exhibit H. If a tract of land is located partially within the AMI and partially outside, all of such tract will be subject to the terms of this AgreementArticle VII. If There is excluded from the AMI and not subject to the provisions of this Article VII, whether or not so marked on Exhibit H, the area of any party hereunder existing area of mutual interest to which EnCana is a party. (b) If, during the period of time beginning June 1, 2007 and ending on the date that is 2 years later (the “Initial Term”) and, as to any lands in the AMI subject to the JOA as of the end of the Initial Term, thereafter, for so long as the JOA remains in effect, either Party acquires an oil, gas and mineral lease, mineral interest, overriding royalty interest, royalty interest or any other interest in oil or gas or any contractual right to acquire interests in oil and gas leases, such as through farmin agreements (any of which is referred to herein as an “Interest” or collectively as “Interests”) within the AMI, the acquiring party will notify Party shall, within sixty (60) days of finalizing the acquisition, offer to the non-acquiring Party the right to purchase 50% of such Interest by paying 50% of the acquiring Party’s costs (such costs to include, but are not necessarily limited to, the acquiring Party’s land work with respect to the Interest, the lease bonus, option payments, broker fees, filing fees and cost of third party title examination). If an acquisition of Interests includes Interests in lands both within the AMI as well as outside the AMI, the acquisition will be considered to be entirely within the AMI. If two or more Interests are included in a single notice, the non-acquiring Party will have the right to make separate elections as to each of the acquired Interests. Notwithstanding the foregoing, EnCana will not offer any Interests until the end of the Evaluation Period, if Approach has not submitted a Withdrawal Notice, EnCana will offer to Approach all Interests acquired in the AMI prior to the date of such offering. (c) An offer made pursuant to this AMI must be in writing and include sufficient information for the non-acquiring Party to reasonably evaluate the offer, including a complete description of the acquired Interest and information specifying the number of gross and net lease acres, existing overriding royalties or other burdens affecting the Interest, the purchase price and the terms of the acquisition, as well as the actual acquisition costs, the obligations required to earn such interest, including bonus considerations or equivalent if other than cash, broker’s fees, recording fees, and rentals, and any other information the acquiring Party deems relevant to the acquisition of the Interest. The offer should be made in the manner for giving any other notices under this Agreement. The Party receiving the offer shall have 30 days (the “Acceptance Period”) following receipt of such notice in which to elect to participate in the acquisition and any costs and/or obligations incurred pursuant thereto within fifteen to submit payment for its share. (15d) days following If the acquisition. The non-acquiring party will elect Party elects to participate, the acquiring Party shall assign the applicable percentage interest in writing within thirty (30) days from its receipt of such notice, as the Interest to its election to participate or not participate with its proportionate share of the acquisition. Each non-acquiring partyParty within ten (10) business days of receiving the non-acquiring Party’s election payment, free and clear of any burdens other than those arising under the terms and provisions of the applicable agreements and instruments giving rise to the Interest and any intervening transfers thereof up to the time of acquisition by the acquiring Party. Any Interest in which both Parties participate will shall be accompanied by payment subject to the provisions of this Agreement and the JOA. Failure of the non-acquiring Party to (i) respond in writing to an acquisition notice within the Acceptance Period, or (ii) pay for its share of costs associated with within the acquisitionAcceptance Period will be deemed an election not to acquire a share of the Interest. (e) If an Interest is to be earned by drilling wxxxx or shooting seismic, the non-acquiring Party must ratify all appropriate agreements within the Acceptance Period and agree to participate in and pay for such required operations. If the non-acquiring party elects not Party turns down any Interest or fails to participate with pay for its proportionate share of the acquisitionsuch Interest, the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated time frame Party shall be deemed an election not to participate in the acquisition. If the interest acquired covers lands lying partially inside and partially outside the boundaries of the AMI, the acquiring party shall offer the entirety of hold such interest to the non-acquiring party. If a non-acquiring party acquires its proportionate share free and clear of such interest, the lands lying outside the AMI and covered by the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to further obligations under this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely JOA. (f) Notwithstanding anything herein to the burdens specified contrary, the provisions set forth in this agreement Article will not apply to any acquisitions which (i) result from a merger, consolidation, reorganization with, by, or between a Party and shall include specifically another party, or (ii) result from a merger or acquisition of the carried working Interest specified in herein above. The prospect needs to be evaluated stock of another company or all of an entity or partnership or an acquisition of all or substantially all of the assets of an entity by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts acquiring Party, whether by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease cash, like-kind exchange, stock purchase or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertyotherwise.

Area of Mutual Interest. 11.1 The “ Xxxxxx Well #“Area of Mutual Interest” will be deemed to comprise that area which is within one (1” leases and ) kilometer of any new lease portion of the Property as at the date of execution of this Agreement, excluding those areas identified in the disclosure letter delivered by the Optionor to be acquired under the Optionee on the Effective Date . Nothing in this agreement, identified within Agreement will cause the legal descriptions above, shall be designated as an Area of Mutual Interest to be expanded. 11.2 If at any time during the subsistence of this Agreement any Party or an Affiliate of any Party (in this Section only, called in each case the “AMIAcquiring Party”) which shall expire on the termination of this Agreement. If stakes or otherwise acquires, directly or indirectly, any party hereunder acquires right to or interest in any interest mining claim, licence, lease, grant, concession, permit, patent, or other mineral property located wholly or partly within the AMIArea of Mutual Interest, the acquiring party Acquiring Party will notify forthwith give notice to the non-acquiring party other Party of that staking or acquisition, the total cost thereof and all details in writing the possession of that Party with respect to the details of the terms acquisition, the nature of the acquisition property and any costs and/or obligations incurred pursuant thereto within fifteen (15) days following the acquisition. known mineralization. 11.3 The non-acquiring party will elect in writing other Party may, within thirty (30) days from its of receipt of such the Acquiring Party’s notice, as elect, by notice to its election the Acquiring Party, to participate require that the mineral properties and the right or not participate with its proportionate share interest acquired be included in and thereafter form part of the acquisition. Each non-acquiring party’s Property for all purposes of this Agreement. 11.4 If the election to participate aforesaid is made, the Optionee will be accompanied by payment pay, or as applicable reimburse the Acquiring Party (if the Acquiring Party is the Optionor) for the cost of its share of costs associated with the acquisition. If the non-acquiring party elects Acquiring Party is the Optionee, it will not be entitled to participate with reimbursement of its proportionate share costs of the acquisition, the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated time frame shall such acquisition costs will not be deemed an election not to participate in the acquisition. qualify as a Qualifying Expenditure. 11.5 If the other Party does not make the election aforesaid within that period of thirty (30) days, the right or interest acquired covers lands lying partially inside and partially outside the boundaries of the AMI, the acquiring party shall offer the entirety of such interest to the non-acquiring party. If a non-acquiring party acquires its proportionate share of such interest, the lands lying outside the AMI and covered by the interest acquired, shall become a will not form part of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to this Agreement Property and the AMI shall Acquiring Party will be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertyentitled thereto.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases and Parties agree that neither Party will acquire fee simple title, leasehold, license or any new lease to be acquired under this agreementother real property interest, identified nor contract related thereto, within a one mile radius of the legal descriptions above, shall be designated as an Area perimeter boundary of Mutual Interest the Leases (the “AMI”) without the prior written consent of the other Party hereto, which consent may be withheld or granted in its sole and absolute discretion. This AMI shall expire on remain in force and effect so long as the termination JOA remains in effect, unless sooner terminated by the parties. During the term of this Agreement. If AMI, if any party hereunder hereto (“Acquiring Party”) acquires any oil and gas leases or any interest therein, or any unleased mineral interest or farmouts or other contracts with respect thereto which affect lands and minerals lying within the AMIAMI (“Mineral Interest”), the acquiring Acquiring Party shall promptly advise the other party will notify hereto (“Offeree”) of such acquisition. In such event, the non-acquiring party in writing of the terms of the acquisition and any costs and/or obligations incurred pursuant thereto within Offeree shall have fifteen (15) days following the acquisition. The non-acquiring party will elect in writing within thirty (30) days from its after receipt of such notice, as notice within which to furnish the Acquiring Party written notice of its election to participate or not participate with acquire its proportionate share interest in the offered interest. Notwithstanding the foregoing, nothing herein shall prevent neither ELM RIDGE nor PROVIDENCE from obtaining easements, rights of way and other surface real property interests within the AMI if necessary for the purpose of conducting seismic or other geophysical investigations, or to produce and transport hydrocarbons from the Leases to a point or points of sale within the AMI area. 12) Public Announcements: ELMRIDGE and PROVIDENCE agree that prior to any public announcement or statement with respect to any development activities on the Leases or AMI, or the results thereof, the Party desiring to make such public announcement or statement shall consult with the other Party hereto and (1) agree upon the text of a joint public announcement or statement to be made by both of such Parties or, (2) obtain approval of the acquisitionother Party hereto to the text of a public announcement or statement to be made solely by one Party. Each non-acquiring party’s election Nothing herein shall be construed to participate will be accompanied by payment of its share of costs associated with the acquisition. If the non-acquiring party elects not require either Party to participate with its proportionate share obtain approval of the acquisition, other Party hereto for the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated time frame shall be deemed an election not to participate in the acquisition. If the interest acquired covers lands lying partially inside and partially outside the boundaries disclosure of the AMI, the acquiring party shall offer the entirety of such interest information with respect to the non-acquiring party. If a non-acquiring party acquires its proportionate share of such interest, development activities on the lands lying outside Leases or the AMI and covered by the interest acquiredto any state or federal governmental authority or agency, shall become a part of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated extent required by Purchaser’s verification efforts with the understanding that a certain amount applicable law or by any applicable rules, regulations or orders of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease any governmental authority or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertyagency having jurisdiction.

Area of Mutual Interest. ACQUISITION OF SUPPLEMENTAL LEASEHOLD INTERESTS The “ Xxxxxx Well #1” leases area set forth on EXHIBIT "B-1" and any new lease to be acquired under this agreement, identified within the legal descriptions above, described on EXHIBIT "B-2" attached hereto shall be designated as constitute an Area of Mutual Interest (“AMI”) between the Parties hereto which shall expire on the termination remain in force and effect for term of this AgreementAgreement at which time the AMI will terminate as to all acreage not then included in a Prospect Area which includes a producing well and such Prospect Area will be governed by the Joint Operating Agreement attached hereto and made a part hereof (see EXHIBIT "D"). If supported by geological, geophysical and/or other data, the AMI may be expanded to include additional lands if mutually agreed to by the Parties. In the event any party hereunder acquires interests in oil and gas rights (including leases, mineral interests, royalty interests, overriding royalty interests, extensions and renewals of jointly owned leases and contractual right to earn interests), hereinafter sometimes referred to as a "LEASEHOLD ACQUISITION", covering any interest of the lands located within the AMIAMI are acquired by any of the Parties hereto, directly or indirectly, the acquiring party will notify the non-acquiring party other Party shall be notified promptly in writing by the acquiring Party and furnished with a copy of all legal instruments, paid drafts or checks, itemized invoices of the terms actual costs incurred, and all other pertinent and available data and title information concerning the Leasehold Acquisition, and the other Party shall have the right for a period of the acquisition and any costs and/or obligations incurred pursuant thereto within fifteen (15) days following receipt of such written notice (or within twenty-four (24) hours, inclusive of Saturday, Sunday or other legal holidays, following receipt thereof in the acquisitionevent a well is being drilled at that time in the AMI pursuant to this Agreement or the Joint Operating Agreement) in which to notify the acquiring party of its election whether or not to participate in such Leasehold Acquisition by bearing its proportionate share (based upon the respective percentages of participation in this Agreement) of the costs of such Leasehold Acquisition, and if applicable, assuming its proportionate share of any obligations or requirements associated therewith. Failure of a Party receiving such a notice from the acquiring Party to reply and tender payment within the specified periods of time set forth herein shall constitute an election by that Party not to participate in such Leasehold Acquisition. Any Leasehold Acquisition in which all the Parties hereto elect to participate shall become subject to this Agreement. The non-Party electing to participate in such Leasehold Acquisition shall pay the acquiring party will elect in writing Party its share of the acquisition cost as determined hereinabove, within thirty (30) days from its receipt of such notice, as to after its election to participate or not participate with in the Leasehold Acquisition. Upon receiving the acquisition costs, said acquiring Party shall execute and deliver a recordable Assignment (defined in Article VI) of the appropriate percentage of such acquisition to the participating Party. The general form of the Assignment is attached hereto as EXHIBIT "C". Failure of the Party to tender its proportionate share of the acquisition. Each non-acquiring party’s acquisition costs within the time period specified above shall constitute an election to participate will be accompanied by payment of its share of costs associated with the acquisition. If the non-acquiring party elects such Party not to participate with its proportionate share participate. It is hereby agreed by the Parties that if any portion of the acquisition, the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure to respond and make payment a Leasehold Acquisition falls within the designated time frame shall be deemed an election not to participate in the acquisition. If the interest acquired covers lands lying partially inside and partially outside the boundaries of the AMI, the acquiring party entire acquisition shall offer be deemed to be included in the entirety of such interest AMI. Notwithstanding anything herein to the non-acquiring party. If a non-acquiring party acquires its proportionate share of such interestcontrary, the lands lying outside all costs associated with Leasehold Acquisition by Tipperary within the AMI and covered which was previously approved by Lyco under the interest acquired, shall become Exploitation Plan will be invoiced to Lyco on a part monthly basis. Upon approval by Lyco of the “ Xxxxxx Well # 1” Lease Leasehold Acquisition, Lyco will pay by check or wire transfer fifty percent (50.0%) of the Leasehold Acquisition costs within thirty (30) days after receipt of the invoice. The Leasehold Acquisition costs shall include bonuses, brokerage and any new lease to be acquired subject to this Agreement recording fees and the AMI invoice shall be enlarged to include said lands. Each leasecopies of legal instruments, rightlease purchase reports, title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement information and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertypaid bank drafts.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases and any new lease to be acquired under this agreement, identified within the legal descriptions above, shall be designated as an 5.1 An Area of Mutual Interest (“"AMI”") which identical in area to the aforementioned Contract Area is hereby established. 5.2 The AMI created pursuant to this paragraph shall expire on be effective as of the termination same date this Agreement is effective and shall continue for a period of five (5) years thereafter. The duration of the AMI can be extended or reduced only by written agreement of the parties hereto. 5.3 Should Participant or anyone ion their behalf, or for their benefit, directly or indirectly after the effective date of this Agreement. If Agreement acquire any party hereunder acquires any interest Additionally Acquired Interests within the AMI, then Participant shall offer GHK the acquiring party will right to acquire its Ownership Share of the same by paying its proportionate share of the costs incurred in connection therewith. Participant shall give prompt written notice of all the particulars with respect to price, terms and conditions relative to such leases and/or rights with the AMI. GHK shall have ten (10) days (forty-eight [48] hours if a well is drilling or completing within one [1] mile of the AMI outline) to acquire its proportionate share of such offering by paying a like share of the actual land costs attributable to such acquisition. Failure or refusal to notify or pay Participant in the non-acquiring party manner set forth above shall constitute an election by GHK not to acquire its proportionate share of said interest. 5.4 Participant shall offer GHK its Ownership Share of any leasehold interest, unleased mineral interest, force pooled interest, or any other interests or rights whatsoever ("Participant's Interests"), which Participant currently owns within the AMI. Participant's Interests shall be offered in writing of the terms of the acquisition and any costs and/or obligations incurred pursuant thereto to GHK within fifteen ten (1510) days following the acquisitionfrom execution and delivery of this Agreement and GHK will have ten (10) days to elect to acquire its Ownership Share of Participant's Interests at actual cost and existing net revenue interest. The non-acquiring party will elect in writing Participant's Interests shall be assigned by Participant to GHK within thirty (30) days from its receipt of such notice, as to its election to participate or not participate with GHK's payment of its proportionate share of land costs, subject to an overriding royalty interest equal to the acquisitiondifference between existing burdens and twenty two percent (22.00%), it being the intent of Participant to deliver a seventy eight percent (78.00%) net revenue interest in the Participant's Interests to GHK. Each non-acquiring party’s election to participate will be accompanied by payment In the event Participant's Interest has existing burdens in excess of its share of costs associated with the acquisition. If the non-acquiring party elects not to participate with its proportionate share of the acquisitiontwenty two percent (22.00%), the acquiring party may retain the then such interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated time frame shall be deemed an election not delivered to participate in the acquisition. If the GHK at existing net revenue interest acquired covers lands lying partially inside and partially outside the boundaries of the AMI, the acquiring party Participant shall offer the entirety of such reserve no overriding royalty interest as to the non-acquiring party. If a non-acquiring party acquires its proportionate share of such interest, the lands lying outside the AMI and covered by the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment property.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases additional acreage optioned for lease and any new lease to be acquired under this agreement, identified within the legal descriptions above, shall be designated as an Area of Mutual Interest (“AMI”) which shall expire on the termination of this Agreement. If any party hereunder acquires any interest within the AMI, the acquiring party will notify the non-acquiring party in writing of the terms of the acquisition and any costs and/or obligations incurred pursuant thereto thereto, within fifteen (15) days following the acquisition. The non-acquiring party will elect in writing within thirty (30) days from its receipt of such notice, as to its election to participate or not participate with its proportionate share of the acquisition. Each non-acquiring party’s election to participate will be accompanied by payment of its share of costs associated with the acquisition. If the non-acquiring party elects not to participate with its proportionate share of the acquisition, the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated time frame shall be deemed an election not to participate in the acquisition. If the interest acquired covers lands lying partially inside and partially outside the boundaries of the AMI, the acquiring party shall offer the entirety of such interest to the non-acquiring party. If a non-acquiring party acquires its proportionate share of such interest, the lands lying outside the AMI and covered by the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired Big Canyon Prospect subject to this Agreement along with any addendums agreed to between the parties and the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated hereinabove unless modified by Purchaser’s verification efforts with agreement between the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreementparties. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment property.

Area of Mutual Interest. PARTICIPANT and MOGUL hereby designate an AMI covering a one mile distance from the North Pasture Xxxxxxxx Xxxxxxx Xxxx xx Xxx Xxxxxxxx Xxxxxx, Texas (the “AMI Land”), as defined in Exhibit “A”. The “ Xxxxxx Well #1” leases and any new lease to be acquired under this agreement, identified within AMI shall exist for a term of two (2) years from the legal descriptions above, shall be designated as an Area of Mutual Interest (“AMI”) which shall expire on the termination Effective Date of this Agreement. If any party hereunder PARTICIPANT (acquiring party) acquires any interest rights, title and interests in any leases or tracts of land within or partially within the AMIAMI Land, subject to this Agreement or not, then the acquiring party will notify shall give the non-acquiring party in writing (whether one or more) notice by facsimile, e-mail, or other means of transmission through which a receipt showing that notice was given may be obtained stating the acquisition price, the number of acres acquired, and other relevant details about such acquisition, and providing a copy of the terms of the acquisition and any costs and/or obligations incurred pursuant thereto within fifteen (15instrument(s) days following the evidencing such acquisition. The non-acquiring party will elect in writing within thirty shall have fifteen (3015) days from its after receipt of such notice, as notice to its election elect to participate or not participate with acquire its proportionate share of the acquisition. Each non-rights, title and interests in such AMI Land by paying its proportionate share of the actual out of pocket acquisition cost, with no overhead or other similar charge to be made by the acquiring party’s election to participate will be accompanied by payment of its share of costs associated with the acquisition. If the non-acquiring party elects does not to participate with its proportionate share of the acquisition, the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated time frame shall be deemed an election not to participate in the acquisition. If the interest acquired covers lands lying partially inside and partially outside the boundaries of the AMIfifteen (15) day period, the acquiring party shall offer the entirety of such interest to then the non-acquiring party. If a non-acquiring party acquires shall forfeit all of its proportionate share of such interest, the lands lying outside the AMI and covered by the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title and interests in any leases or interest tracts of land it would have earned in the acquired under AMI Land. All actual out of pocket acquisition costs for any rights, title and interests acquired within the terms of this AMI by the acquiring party, including but not limited to bonuses and other payments for acquisition, recording fees, broker fees paid to unrelated parties, attorney fees for title opinions and other matters, and title curative, shall be subject solely borne by the parties herein according to each of their respective working interest shares, assuming each consents to acquire its proportionate share. All acreage acquired by Mogul within the burdens specified AMI Land shall be offered to PARTICIPANT on the same promotional basis as outlined in Paragraph II above. Nothing in this agreement and Agreement shall include specifically the carried working Interest specified in herein above. The prospect needs be deemed to be evaluated by Purchaser’s verification efforts with the understanding that create a certain amount of risk is involved in the search and partnership or a joint venture of oil production in this field despite third party geological reports between PARTICIPANT and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertyMOGUL.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases and any new lease to An Area of Mutual Interest shall be acquired under this agreement, identified established comprising all open crown lands which fall within the legal descriptions above, shall be designated as an boundary outlined in red in Schedule F attached hereto. If within two (2) years from the Effective Date of this Agreement any open crown lands become available for purchase at a Crown Sale within the Area of Mutual Interest (“AMInew lands”), the parties hereto shall no later than Forty Eight (48) which shall expire hours prior to the hour of such sale consult and attempt to agree on the termination of this Agreementa price to be bid therefore. If any party hereunder acquires any interest within agreement can be reached, Terra shall submit such bid for the AMI, the acquiring party will notify the non-acquiring party in writing account of and on behalf of the terms of parties hereto and if new lands are acquired they shall be held by the acquisition and any costs and/or obligations incurred pursuant thereto within fifteen (15) days following the acquisition. The non-acquiring party will elect in writing within thirty (30) days from its receipt of such notice, parties as to its election to participate or not participate with their respective AMI Participating Interests. Farmee shall reimburse Terra for its proportionate share of the acquisitionacquisition costs for such successful bid within forty-eight (48) hours of the posting of sale results. Each non-acquiring party’s election If, after consultation, the parties cannot agree on a price to participate will be accompanied by payment of bid for such new lands, then each party shall declare the price it is prepared to bid for the new lands to the other parties hereto and shall thereafter be free to submit a separate bid for such new lands for its share of costs associated with the acquisitionown account. If however, a party acquires an interest in any new lands for a price which differs by more than five (5%) percent from the non-declared price it was prepared to pay for same, then the other party shall have the right, exercisable within five (5) days from the receipt of notice of acquisition, to acquire an interest in such new lands, as to its respective Participating Interest, by paying to the acquiring party elects not to participate with its proportionate share of the acquisition, acquisition costs. In this Agreement the acquiring party may retain Participating Interests of the interest for its own benefit. The non-acquiring party’s failure to respond and make payment within parties in the designated time frame Area of Mutual Interest (“AMI Participating Interests”) shall be deemed an election not to participate in the acquisition. If the interest acquired covers lands lying partially inside and partially outside the boundaries of the AMI, the acquiring party shall offer the entirety of such interest to the non-acquiring party. If a non-acquiring party acquires its proportionate share of such interest, the lands lying outside the AMI and covered by the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment property.as follows:

Area of Mutual Interest. The “ Xxxxxx Well #1” leases 18.1 If any Party acquires an oil, gas and mineral lease or interest therein, or any new lease other contract that creates an interest in oil and gas, including minerals and royalties, or a surface lease, pipeline or road right-of-way, or any other contract with a surface or mineral owner or mineral lessee pertaining to be acquired under this agreementthe exploration for oil and gas ("Subsequently Acquired Interest"), identified within the legal descriptions above, shall be designated as an area outlined in red on the Land Plat ("Area of Mutual Interest Interest") other than the Leases described in Article 1 above, through direct purchase, farmin or other exploration agreement, through an employee, affiliate, broker or other representative, within five (“AMI”5) which shall expire on years of the termination date of this Agreement. If , or the last expiration date of any party hereunder acquires any interest within the AMIOperating Agreement executed pursuant to this Agreement, whichever occurs last, the acquiring party will notify the non-acquiring party in writing of the terms of the acquisition and any costs and/or obligations incurred pursuant thereto Party shall give notice within fifteen (15) days following of acquisition to the acquisitionother Parties in writing, furnishing copies of the instruments evidencing such acquisition and advising the full consideration paid or obligations assumed. The non-acquiring party will Parties receiving such notice shall have fifteen (15) days from receipt of such notice within which to elect in writing within thirty (30) days from its receipt of such notice, as to its election to participate or not participate with its proportionate pay their share of all costs and considerations paid or obligations assumed and thereby be entitled to an assignment of their respective percentage interest therein as set forth in Section 18.2 below, or to reject such offer; however, if a Well is then drilling within Area of Mutual Interest, the acquisition. Each non-acquiring party’s election to participate will be accompanied by payment results of its share of costs associated with which could affect the acquisition. If the non-acquiring party elects not to participate with its proportionate share value of the acquisitionSubsequently Acquired Interest, the acquiring party may retain Party said interest shall so advise the interest for its own benefitother Parties and the election must be made within twenty-four (24) hours. The non-acquiring party’s failure Failure to respond and make payment reply within the designated time frame period specified shall be deemed constitute an election to not participate in the Subsequently Acquired Interest. Meander Prospect September 3, 2002 Page 19 18.2 The Parties shall have the right to participate in the acquisitionownership and cost of Subsequently Acquired Interests, except minerals or royalty, within the East Unit, West Unit and Non-Unitized Acreage as their interest appears in the East Unit Well, West Unit Well and/or first Well on the Non-Unitized Acreage after Payout of such Xxxxx, provided, however, if the consideration for a Subsequently Acquired Interest includes the drilling of a Well, the Cost of said Well shall be shared by the acquiring Parties as their interests appear in the East Unit Well, West Unit Well and/or first Well on the Non-Unitized Acreage before Casing Point. The Parties shall have the right to participate in minerals or royalty in the proportions of 50% by PVOG and 50% by all other Parties. 18.3 All Subsequently Acquired Interests in the form of oil, gas and mineral leases, or interests therein, shall be subject to and the acquiring Parties shall assume and bear their respective share of the APO, Ground Floor and Carried Interests of Beta and the Xxxxxxx Partners and the following overriding royalties in favor of Xxxxxx X. Xxxxxx, et al: (a) three percent (3%) on Subsequently Acquired Interests with "Net Revenue Interest", as hereinafter defined, equal to or greater than 75%. (b) two percent (2%) on Subsequently Acquired Interests with Net Revenue Interest of less than 75% but equal to or greater than 70%. (c) one percent (1%) on Subsequently Acquired Interests with Net Revenue Interest less than 70%. "Net Revenue Interest" shall be defined as (a) 100%, less (b) the total of the Lessor's royalties and all overriding royalties and similar burdens based on or measured by the production of oil or gas with which a Subsequently Acquired Interest is burdened immediately prior to its acquisition by the acquiring Party. The overriding royalties of 3% and 2% shall be shared by Xxxxxx X. Xxxxxx, et al in the proportions set forth in Section 1.4 above, and the overriding royalties of 1% shall be shared: Xxxxxx X. Xxxxxx .01666666% Xxx Xxxxxxxx .02777778% Xxxx X'Xxxxx .02777778% Xxxxx X. Xxxxxx .02777778% 1.00000000% 18.4 In the event the Parties' working interests in a Well and Subsequently Acquired Interests attributable thereto for production purposes is reduced at Payout of the Well or other event under the terms of a farmout or other exploration agreement with a third party, then the overriding royalties of Xxxxxx X. Xxxxxx, et al and Beta and Xxxxxxx'x APO, Ground Floor and Carried Interests provided in Section 18.3 above shall also be reduced proportionately at the same time the Parties' working interests are so reduced. 18.5 If the interest acquired covers lands lying a Subsequently Acquired Interest lies partially inside and partially outside the boundaries Area of the AMIMutual Interest, the acquiring party shall Party is not obligated to offer outside the entirety of such interest portion to the non-acquiring party. If a non-acquiring party acquires its proportionate share of other Parties, and if such interestoutside portion is offered, the lands lying other Parties are not obligated to acquire the outside portion as a prerequisite to acquiring the AMI and covered portion inside the Area of Mutual Interest. 18.6 This Article shall not apply to assets acquired by a Party by merger, consolidation or re-organization with or into another corporation nor to the interest acquired, shall become purchase of all or a part portion of the “ Xxxxxx Well # 1” Lease assets of another company. 18.7 Notwithstanding anything in this Article 18 to the contrary, in the event Beta elects to not participate in the leases commonly referred to as "Montesanto", "Xxxxxxx" and/or "Hannie" covering 33, 15 and any new lease 2 acres, more or less, respectively, then Waveland shall have the exclusive first right to be acquired subject receive all of Beta's rights to this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired such leases under the terms of this AMI Article. 18.8 If less than all Parties elect to participate in a Subsequently Acquired Interest in the form of an oil, gas and mineral lease or interest therein, the participating Parties' working interests in the Well or Xxxxx to which such Subsequently Acquired Interest is attributable for production purposes through unitization or otherwise, shall be subject solely to increased proportionately and the burdens specified non-participating Parties' working interest in this agreement and such Well or Xxxxx shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertyreduced proportionately.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases (a) For a period of one year following the Closing Date, Anschutz shall, and any new lease to be acquired under this agreementshall cause its Affiliates to, identified within the legal descriptions above, shall be designated as an Area of Mutual Interest (“AMI”) which shall expire on the termination of this Agreement. If any party hereunder acquires any interest within the AMI, the acquiring party will notify the non-acquiring party Forest in writing of any AMI Investment Opportunity developed by, presented to or otherwise available to Anschutz or such Affiliate (an "INVESTMENT OPPORTUNITY NOTICE"), which Investment Opportunity Notice shall include, to the extent it is available, a full and complete description of the applicable AMI Investment Opportunity, the terms upon which Anschutz is offering Forest the opportunity to participate (which terms shall be commercially reasonable and of the acquisition type that are typically found in transactions of such nature, but in no event shall Anschutz be obligated to offer terms more advantageous than the terms upon which Anschutz is entitled to participate) and any costs and/or obligations incurred pursuant thereto within fifteen other relevant information in the possession of or known by Anschutz and its Affiliates. If following the delivery of an Investment Opportunity Notice Anschutz or any of its Affiliates obtain any additional information regarding an AMI Investment Opportunity that would be relevant to a Person's decision to pursue or invest in such AMI Investment Opportunity, Anschutz shall, or shall cause its applicable Affiliate to, communicate such information to Forest. (15b) For a period of 45 days following the acquisition. The non-acquiring party will elect in writing within thirty (30) days from receipt by Forest of an Investment Opportunity Notice and such other information as may be necessary to permit Forest to meaningfully evaluate, and make an informed decision with respect to, an AMI Investment Opportunity, Forest or its receipt designee shall have the right, exercisable by the delivery of such noticewritten notice to Anschutz, as to its election to participate or not participate with its proportionate share of the acquisition. Each non-acquiring party’s election to participate will be accompanied by payment notify Anschutz of its share desire to acquire up to 50% of costs associated with Anschutz's interest in the acquisitionapplicable AMI Investment Opportunity. If the non-acquiring party Forest elects to acquire an interest in an AMI Investment Opportunity as provided in this Section 9.10(b), Forest and Anschutz shall promptly execute such documents and instruments and take such other actions as may be reasonably necessary to consummate such acquisition. (c) If Forest or its designee elects not to participate with its proportionate share acquire an interest in an AMI Investment Opportunity as provided in Section 9.10(b), Anschutz and/or the applicable Anschutz Affiliate shall have the right to pursue or invest in such AMI Investment Opportunity to the exclusion of the acquisitionForest; provided, the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated time frame shall be deemed an election however, that if Forest elects not to participate acquire an interest in an AMI Investment Opportunity and the acquisition. If the interest acquired covers lands lying partially inside and partially outside the boundaries of the AMI, the acquiring party shall offer the entirety proposed terms of such interest AMI Investment Opportunity thereafter become significantly more attractive (from the investor's standpoint) than those upon which Forest's decision was based, Anschutz shall, and shall cause its Affiliates to, supplement its prior Investment Opportunity Notice to Forest and comply anew with the non-acquiring party. If a non-acquiring party acquires its proportionate share of such interest, the lands lying outside the AMI and covered by the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired under the terms provisions of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertySection 9.10.

Area of Mutual Interest. 12.1 The “ Xxxxxx Well #1” leases and any new lease to be acquired under this agreement, identified within the legal descriptions above, area of interest shall be designated as an Area of Mutual Interest that area which is within, and which extends two (“AMI”2) which shall expire on the termination of this Agreement. If any party hereunder acquires any interest within the AMIkm outwards from, the acquiring party will notify the non-acquiring party in writing of the terms of the acquisition and any costs and/or obligations incurred pursuant thereto within fifteen (15) days following the acquisition. The non-acquiring party will elect in writing within thirty (30) days from its receipt of such notice, as to its election to participate or not participate with its proportionate share of the acquisition. Each non-acquiring party’s election to participate will be accompanied by payment of its share of costs associated with the acquisition. If the non-acquiring party elects not to participate with its proportionate share of the acquisition, the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated time frame shall be deemed an election not to participate in the acquisition. If the interest acquired covers lands lying partially inside and partially outside the boundaries of the AMImining claims that comprise the Property as at the Effective Date (the “Area of Interest”). 12.2 If at any time during the Option Period, EPL stakes or otherwise acquires, directly or indirectly, any right to or interest in any mining claim, license, lease, grant, concession, permit, patent, or other mineral property or surface rights or water rights (collectively, “Acquired Rights”) located wholly or partly within the Area of Interest, EPL shall forthwith give notice to XRI of that staking or acquisition, the acquiring party shall offer the entirety cost thereof and all details in possession of such interest EPL with respect to the non-acquiring partynature of the Acquired Rights and the known mineralization. XRI may, within 30 days of receipt of this notice, elect to include the Acquired Rights within the Property that is the subject of the Option by reimbursing EPL any and all acquisition costs, which acquisition costs will be included as Exploration Expenditures. If a non-XRI does not elect to include the Acquired Rights within the Property that is the subject of the Option, EPL shall hold such Acquired Rights separate from this Agreement and XRI shall have no rights or obligations with respect thereto. 12.3 If at any time during the Option Period, XRI stakes or otherwise acquires, directly or indirectly, Acquired Rights located wholly or partly within the Area of Interest, then: (a) those Acquired Rights shall be included within the Property under this Agreement; (b) the costs of acquiring party acquires its proportionate share of such Acquired Rights shall be included as Exploration Expenditures when incurred; and (c) notwithstanding Section 12.3(a), if there is any existing net smelter returns royalty or similar interest, however titled, encumbering the lands lying outside the AMI Acquired Rights prior to and covered by the interest acquiredfollowing, shall become or as a part result of, XRI’s acquisition of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject Acquired Rights, the NSR Royalty created pursuant to this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely not apply to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertyAcquired Rights.

Area of Mutual Interest. The “ Xxxxxx Well #1It is agreed that the lands described in Exhibit “B” leases and any new lease to be acquired under this agreement, identified within the legal descriptions above, shall be designated as constitute an Area of Mutual Interest (Interest, hereinafter sometimes referred to as “AMI”) ” between the parties hereto, which shall expire on remain in force and effect for the termination life of this Agreement. If In the event any party hereunder acquires any of the parties hereto, hereinafter sometimes referred to as the “Acquiring Party”, hereafter acquires, either directly or indirectly, a leasehold interest, mineral interest or other interest in the production of oil, gas or other minerals with regard to lands within the AMI, the including lessor’s royalty, said acquiring party will notify the non-acquiring party in writing of the terms shall give written notice of the acquisition and any costs and/or obligations incurred pursuant thereto within fifteen (15) days following to the acquisition. The non-acquiring party will elect in writing other parties hereto within thirty (30) days from after the acquisition of said interests. Said notice shall include copies of all instruments of conveyance, paid drafts or checks, itemized invoices of the actual costs incurred, and other available data concerning said acquisition and including burdens and obligations relating to such acquisition. Each of the other non-acquiring parties shall have the option to participate in said acquisition and to bear its share of all acquisition costs, burdens, obligations, conditions, covenants, requirements and terms relating to such acquisition, to the extent of its interest as set forth in Exhibit “A” attached hereto. Said option may only be exercised within thirty (30) days after the actual receipt of such the written notice of acquisition, or within forty-eight (48) hours following receipt of said notice, exclusive of Saturday, Sunday and legal holidays, in the event a rig is on location within the AMI and the written notice so specifies, whichever is applicable. In the event a party elects to exercise its option to participate in said acquisition, said party shall give written notice thereof to the Acquiring Party within the period of time specified hereinabove. Each party exercising its option to participate in said acquisition shall bear and assume its proportionate share of all acquisition costs, burdens, obligations, conditions, covenants, requirements and terms relating to such acquisition, to the extent of its interest as set forth in Exhibit “A” attached hereto. To the extent a lease covers acreage inside and outside the AMI, the portion situated outside the AMI shall be offered to the parties and this Agreement shall be amended to include the acreage outside the AMI. The failure of any non-acquiring party to give written notice of its election to participate or not participate with its proportionate share within one of the acquisition. Each non-acquiring party’s election to participate will be accompanied by payment periods of its share of costs associated with the acquisition. If the non-acquiring party elects not to participate with its proportionate share of the acquisitiontime specified herein, the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated time frame whichever is applicable, shall be deemed to be an election not to participate in said acquisition. In the event fewer than all parties hereto elect to participate in any acquisition, each participating party’s proportionate share of the acquisition shall be based on the ratio in which the interest of said participating party as set forth on Exhibit “A”, relates to the interest of all parties participating in said acquisition. However, in such event, any party whose share of such acquisition is increased shall have the option to not participate in such acquisition or to participate for less than the full amount of its increased interest, and the remaining interest shall then be offered proportionately to the other participating parties. All acquisition costs, burdens, obligations, conditions, covenants, requirements and terms shall be assumed and borne by the acquiring parties in accordance with said ratio. Any acquisition in which fewer than all parties elect to participate shall not be subject to this Agreement; however, the participating parties shall be treated as if they have entered into a Joint Venture Development Agreement covering said acquisition which shall be identical to this Agreement in all respects, with the exception of the interests of the parties as set forth on Exhibit “A”, attached hereto, which shall be modified to reflect the interests of the participating parties in the acquisition. If the interest acquired covers lands lying partially inside and partially outside the boundaries of the AMI, the acquiring Each party electing to participate in such acquisition shall offer the entirety of such interest to the non-acquiring party. If a non-acquiring party acquires pay its proportionate share of such interestthe acquisition costs to the Acquiring Party, the lands lying outside the AMI as determined hereinabove, within thirty (30) days after receipt of an invoice therefor. The failure of any party to tender its share of acquisition costs within said thirty (30) days shall result in an automatic forfeiture of said party’s rights to said acquisition and covered by the interest acquiredassignment, and shall become a part of the “ Xxxxxx Well # 1” Lease and any new lease be deemed to be acquired subject an election by said party not to this Agreement and the AMI shall be enlarged to include participate in said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertyacquisition.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases and (a) If, during the AMI Term, a Party (or any new lease of its Affiliates) (the AMI Acquiring Party) acquires an Interest in the AMI Area or acquires the right to be acquired under this agreementacquire any Interest in the AMI Area (either being an Acquired Interest), identified within the legal descriptions above, it shall be designated as an Area of Mutual Interest (“AMI”) which shall expire on the termination of this Agreement. If any party hereunder acquires any interest within the AMI, the acquiring party will promptly notify the non-acquiring party other Parties (each, an Offeree) in writing of the terms acquisition of (A) an Acquired Interest or (B) the right to acquire an Acquired Interest. The notice shall contain reasonable full particulars of (i) the consideration the AMI Acquiring Party has paid or given, or has agreed to pay or give, for the acquisition of the Acquired Interest and (ii) all reasonable out-of-pocket costs and expenses incurred, or to be incurred, by the AMI Acquiring Party that are directly related to the acquisition of the Acquired Interest (collectively, the AMI Consideration). Each Offeree shall have a period of thirty (30) Days after receipt of the notice to irrevocably commit, by written notice received by the AMI Acquiring Party, to acquire its AMI Share of the Acquired Interest by paying and any costs and/or obligations incurred pursuant thereto within fifteen (15) days following bearing its AMI Share of the acquisitionConsideration. The non-acquiring party will elect Failure of an Offeree to so commit in writing in such thirty (30) Day period shall be deemed a binding election by the Offeree not to acquire its AMI Share of the Acquired Interest. If an Offeree elects in writing to acquire its AMI Share in the Acquired Interest, then within thirty (30) days from Days of the Offeree’s commitment to acquire its receipt AMI Share of such noticethe Acquired Interest, as it shall pay to the AMI Acquiring Party its election AMI Share of the Consideration to participate the extent already paid or not participate given by the AMI Acquiring Party or enter into an agreement with the AMI Acquiring Party to pay or bear its proportionate share of the acquisitionConsideration to the extent not already paid or given by the AMI Acquiring Party. (b) When an Acquired Interest includes more than one separate Interest within the AMI Area, an Offeree may not make separate elections as to the separate Interests. Each non-acquiring party’s election to participate will be accompanied by payment When an Acquired Interest is part of its share of costs associated with the acquisition. If the non-acquiring party elects not to participate with its proportionate share a package deal or larger transaction which includes separate interests outside of the acquisitionAMI Area, the acquiring party Offeree may retain make separate elections as to the interest for its own benefitseparate Interests within the AMI Area. The non-acquiring party’s failure AMI Acquiring Party shall, in good faith, make an accurate and realistic allocation of the Consideration attributable to respond and make payment each of the separate interests acquired, or to be acquired, including the separate Interests within the designated time frame shall be deemed an election not to participate in the acquisition. If the interest acquired covers lands lying partially inside and partially outside the boundaries of the AMI, the acquiring party shall offer the entirety of such interest to the non-acquiring party. If a non-acquiring party acquires its proportionate share of such interest, the lands lying outside the AMI and covered by the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertyArea.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases and 7.1 In the event any new lease to be acquired under this agreement, identified party hereto acquires an Additional Interest covering lands situated in whole or in part within the legal descriptions above, shall be designated as an Area of Mutual Interest (“AMI”) which shall expire on the termination of this Agreement. If any party hereunder acquires any interest within the AMIInterest, the acquiring party will (hereinafter referred to as "Proposing Party") shall promptly notify the non-acquiring party in writing (hereinafter referred to as "Non-Proposing Party") of such Additional Interest and shall attach a copy of the terms instrument evidencing same, together with all title materials in its possession and an itemized statement of the acquisition and costs attributable to each such interest. Such acquisition costs shall exclude any overhead, financial or other internal costs and/or obligations incurred by the Proposing Party. The Non-Proposing Party shall have the option to acquire its proportionate share of the Additional Interest on a “heads up basis”, pursuant thereto to Article 3.1 herein, by notifying the Proposing Party of its election in writing within fifteen (15) days following the acquisition. The non-acquiring party will elect in writing within thirty (30) days from its after receipt of such noticeoffer; or within forty eight (48) hours exclusive of Saturdays, as to its election to participate Sundays and legal banking holidays of receipt of such offer in the event an oil and gas rig is drilling or not participate with its proportionate share of the acquisition. Each non-acquiring party’s election to participate will be accompanied standing by payment of its share of costs associated with the acquisition. If the non-acquiring party elects not to participate with its proportionate share of the acquisition, the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure to respond and make payment accumulating charges anywhere within the designated proposed area in which the Additional Interest is located after receipt of such offer. Failure of a Non-Proposing Party to so notify the Proposing Party in the specified time frame period shall be deemed an election not to participate in participate. Should the acquisition. If Non-Proposing Party elect to acquire its proportionate share of said interest, such party shall, within thirty (30) days of its election pay to the interest acquired covers lands lying partially inside and partially outside the boundaries Proposing Party its share of the AMIacquisition costs or assume its proportionate share of any contractual commitment necessary to earn such Additional Interest. Upon such payment, the acquiring party Proposing Party shall offer the entirety of such interest promptly execute and deliver to the nonNon-acquiring party. If a non-acquiring party acquires Proposing Party an assignment for its proportionate share of such interest, the lands lying outside the AMI in customary form and covered by the interest acquiredcontaining a "By, shall become a part Through and Under" Warranty as to title of the “ Xxxxxx Well # 1” Lease and any new lease Additional Interest assigned. If the Proposing Party does not receive timely payment from the parties who elect to be acquired subject so participate, the Proposing Party may give such non-paying parties certified written notice that failure to this Agreement and the AMI receive such payment in five (5) days shall be enlarged deemed an election by such non-paying party to include said lands. Each lease, right, title or interest not participate in the acquisition of such interest. 7.2 It is understood that any Additional Leasehold Interest acquired under in the terms form of this AMI oil and gas leasehold shall be subject solely to the royalty and overriding royalty burdens specified referred to in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment property.Article 4.1

Area of Mutual Interest. The “ Xxxxxx Well #1” leases Absent an agreement to the contrary, and prior to Ridgewood earning an interest in the Leases in a Prospect as described herein pursuant to Article 3, should Ridgewood either (i) acquire an interest in an oil and gas lease covering any new of the blocks or acreage in such Prospect identified on Exhibits "A," "B" or "D," or any portion of such blocks or acreage, or (.ii) acquire the right to acquire an interest in an oil and gas lease to be acquired under this agreementcovering any of the blocks or acreage identified in such Prospect, or (iii) acquire an interest in an oil and gas lease covering any of the blocks or acreage identified within on Exhibit "A", "B" or "D" for such Prospect should the legal descriptions above, shall be designated as an Area of Mutual Interest (“AMI”) which shall original Lease expire on the or terminate before termination of this Agreement, then Chevron shall have the right but not the obligation to acquire from Ridgewood sixty-five percent (65%) interest and/or right(s) acquired by Ridgewood covering any of the blocks or acreage identified on Exhibit "A," "B" or "D," except for Mobile Blocks 945, 946 and 947, wherein, Xxxxxxn shall have the right but not the obligation to acquire from Ridgewood seventy-five percent (75%) interest and/or right(s) acquired by Ridgewood covering Mobile Blocks 945, 946 and 947. If any party hereunder acquires any interest within the AMI, the acquiring party will notify the non-acquiring party Chevron shall be notified in writing of the terms of the acquisition and any costs and/or obligations incurred pursuant thereto by Ridgewood within fifteen (15) days following the acquisition. The non-acquiring party will elect in writing within thirty of such acquisition and shall have fen (3015) days from its after receipt of such notice, as notice to its election to participate advise Ridgewood whether or not participate with Chevron elects to acquire its proportionate share of the acquisitioninterest and/or rights acquired by Ridgewood. Each non-acquiring party’s election to participate will be accompanied by payment of its share of costs associated with the acquisitionAny notice given shall include whatever supporting documentation Ridgewood has available. If Chevron elects to exercise its right under this Agreement, the nonconsideration owed by Chevron to Ridgewood shall be equal to all the consideration paid and/or tendered by Ridgewood for such interest and/or right attributable to Chevron's proportionate share. In the event during the term of this Agreement, Ridgewood acquires any such interest or acquires the right to acquire any such interest as a result of an acreage exchange or multi-acquiring party elects not property transaction, Chevron. shall be notified in writing by Ridgewood within fifteen (15) days of such acquisition and Ridgewood and Chevron shall make a good faith effort to participate with negotiate a fair value wherein Chevron would have the option to acquire from Ridgewood its proportionate share of the acquisition, interest and/or right acquired by Ridgewood in exchange for satisfactory consideration equal to the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated time frame shall be deemed an election not to participate in the acquisition. If the interest acquired covers lands lying partially inside and partially outside the boundaries total fair value of the AMIacquired interest. Once Chevron and Ridgewood have agreed on the fair value for the subject interest, the acquiring party Chevron shall offer the entirety have fifteen (15) days after receipt of such interest written notice from Ridgewood to the non-acquiring party. If a non-acquiring party acquires advise Ridgewood whether or not Chevron elects to acquire its proportionate share of such the interest and/or right acquired by Ridgewood. Should Chevron acquire any interest, or acquires a right to acquire any interest in any acreage listed on Exhibits "A," "B" or "D" prior to Ridgewood earning an interest in the lands lying outside Leases xxxxxxed in the Prospect covering such acreage, Chevron will include the acquired acreage, or right to acquire acreage, in such Prospect for all purposes of this Agreement. After earning an interest in the Leases in a Prospect by Ridgewood, the applicable Operating Agreement will control the obligations between the Parties in the AMI and covered by for such Prospect established under the interest acquiredOperating Agreement, shall become a part which will consist of the “ Xxxxxx Well # 1” Lease acreage identified on Exhibits "A," "B" and "D" for such Prospect, plus any new lease acreage added to be acquired subject such Prxxxxxx pursuant to this Agreement and the Agreement, if any. This AMI obligation shall be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of this AMI binding upon and shall be subject solely inure to the burdens specified in Parties hereto, for the longer period of either, (i) the Confidentiality/AMI Agreement dated July 6, 2005, (ii) this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease Agreement or (iii) any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertyapplicable Operating Agreement.

Area of Mutual Interest. The “ “Xxxxxx Well #1” leases and any new lease to be acquired under this agreement, identified within the legal descriptions above, shall be designated as an Area of Mutual Interest (“AMI”) which shall expire on the termination of this Agreement. If any party hereunder acquires any interest within the AMI, the acquiring party will notify the non-acquiring party in writing of the terms of the acquisition and any costs and/or obligations incurred pursuant thereto within fifteen (15) days following the acquisition. The non-acquiring party will elect in writing within thirty (30) days from its receipt of such notice, as to its election to participate or not participate with its proportionate share of the acquisition. Each non-acquiring party’s election to participate will be accompanied by payment of its share of costs associated with the acquisition. If the non-acquiring party elects not to participate with its proportionate share of the acquisition, the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated time frame shall be deemed an election not to participate in the acquisition. If the interest acquired covers lands lying partially inside and partially outside the boundaries of the AMI, the acquiring party shall offer the entirety of such interest to the non-acquiring party. If a non-acquiring party acquires its proportionate share of such interest, the lands lying outside the AMI and covered by the interest acquired, shall become a part of the “ “Xxxxxx Well # 1” Lease and any new lease to be acquired subject to this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment property.

Area of Mutual Interest. PARTICIPANT and MOGUL hereby designate an AMI covering a one mile distance from the Xxxxxxxx Prospect Area Outline of Xxxxxxx County, Texas (the “AMI Lands”), as defined in Exhibit “A”. The “ Xxxxxx Well #1” leases and any new lease to be acquired under this agreement, identified within AMI shall exist for a term of two (2) years from the legal descriptions above, shall be designated as an Area of Mutual Interest (“AMI”) which shall expire on the termination Effective Date of this Agreement. If any party hereunder PARTICIPANT (acquiring party) acquires any interest rights, title and interests in any leases or tracts of land within or partially within the AMIAMI Lands, subject to this Agreement or not, then the acquiring party will notify shall give the non-acquiring party in writing (whether one or more) notice by facsimile, e-mail, or other means of transmission through which a receipt showing that notice was given may be obtained stating the acquisition price, the number of acres acquired, and other relevant details about such acquisition, and providing a copy of the terms of the acquisition and any costs and/or obligations incurred pursuant thereto within fifteen (15instrument(s) days following the evidencing such acquisition. The non-acquiring party will elect in writing within thirty shall have fifteen (3015) days from its after receipt of such notice, as notice to its election elect to participate or not participate with acquire its proportionate share of the acquisition. Each non-rights, title and interests in such AMI Lands by paying its proportionate share of the actual out of pocket acquisition cost, with no overhead or other similar charge to be made by the acquiring party’s election to participate will be accompanied by payment of its share of costs associated with the acquisition. If the non-acquiring party elects does not to participate with its proportionate share of the acquisition, the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated time frame shall be deemed an election not to participate in the acquisition. If the interest acquired covers lands lying partially inside and partially outside the boundaries of the AMIfifteen (15) day period, the acquiring party shall offer the entirety of such interest to then the non-acquiring party. If a non-acquiring party acquires shall forfeit all of its proportionate share of such interest, the lands lying outside the AMI and covered by the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title and interests in any leases or interest tracts of land it would have earned in the acquired under AMI Lands. All actual out of pocket acquisition costs for any rights, title and interests acquired within the terms of this AMI by the acquiring party, including but not limited to bonuses and other payments for acquisition, recording fees, broker fees paid to unrelated parties, attorney fees for title opinions and other matters, and title curative, shall be subject solely borne by the parties herein according to each of their respective working interest shares, assuming each consents to acquire its proportionate share. All acreage acquired by Mogul within the burdens specified AMI Lands shall be offered to PARTICIPANT on the same basis as outlined in Paragraph II above. Nothing in this agreement and Agreement shall include specifically the carried working Interest specified in herein above. The prospect needs be deemed to be evaluated by Purchaser’s verification efforts with the understanding that create a certain amount of risk is involved in the search and partnership or a joint venture of oil production in this field despite third party geological reports between PARTICIPANT and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertyMOGUL.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases and (a) If, during the AMI Term, either Party (or any new lease to be acquired under this agreement, identified within Affiliate) (the legal descriptions above, shall be designated as an Area of Mutual Interest (“AMIAcquiring Party”) which acquires an Interest in the AMI Area or acquires the right to acquire any Interest in the AMI Area (either being an “Acquired Interest”), it shall expire on the termination of this Agreement. If any party hereunder acquires any interest within the AMI, the acquiring party will promptly notify the non-acquiring party other Party (the “Offeree”) in writing of the terms acquisition of (a) an Acquired Interest or (b) the right to acquire an Acquired Interest. The notice shall contain reasonable full particulars of (i) the consideration the Acquiring Party has paid or given, or has agreed to pay or give, for the acquisition of the Acquired Interest and (ii) all reasonable out-of-pocket costs and expenses incurred, or to be incurred, by the Acquiring Party that are directly related to the acquisition and any costs and/or obligations incurred pursuant thereto within fifteen of the Acquired Interest (15) days following collectively, the acquisition“Consideration”). The non-acquiring party will elect Offeree shall have a period of 30 days after receipt of the notice to irrevocably commit, by written notice received by the Acquiring Party, to acquire its AMI Share of the Acquired Interest by paying and bearing its AMI Share of the Consideration. Failure of the Offeree to so commit in writing in such 30-day period shall be deemed a binding election by the Offeree not to acquire its AMI Share of the Acquired Interest. If the Offeree elects in writing to acquire its AMI Share in the Acquired Interest, then within thirty (30) 30 days from of the Offeree’s commitment to acquire its receipt AMI Share of such noticethe Acquired Interest, as it shall pay to the Acquiring Party its election AMI Share of the Consideration to participate the extent already paid or not participate given by the Acquiring Party or enter into an agreement with the Acquiring Party to pay or bear its proportionate share of the acquisitionConsideration to the extent not already paid or given by the Acquiring Party. (b) When an Acquired Interest includes more than one separate Interest within the AMI area, the Offeree may not make separate elections as to the separate Interests. Each non-acquiring party’s election to participate will be accompanied by payment When an Acquired Interest is part of its share of costs associated with the acquisition. If the non-acquiring party elects not to participate with its proportionate share a package deal or larger transaction which includes separate interests outside of the acquisitionAMI Area, the acquiring party Offeree may retain make separate elections as to the interest for its own benefitseparate Interests within the AMI Area. The non-acquiring party’s failure Acquiring Party shall, in good faith, make an accurate and realistic allocation of the Consideration attributable to respond and make payment each of the separate interests acquired, or to be acquired, including the separate Interests within the designated time frame shall be deemed an election not to participate in the acquisition. If the interest acquired covers lands lying partially inside and partially outside the boundaries of the AMI, the acquiring party shall offer the entirety of such interest to the non-acquiring party. If a non-acquiring party acquires its proportionate share of such interest, the lands lying outside the AMI and covered by the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertyArea.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases and any new lease Parties agree to be acquired under this agreement, identified within the legal descriptions above, shall be designated as create an Area of Mutual Interest (“"AMI”") comprising all of the lands identified as a separate Prospect Area under the terms of Section 4.1 above, which shall be memorialized by separate agreement and included within the provisions of a separate JOA for each separate Prospect Area. The term of the AMI as to each separate Prospect Area shall expire on three (3) years from the termination date of this Agreementsuch separate agreement or when all leases owned by any of the Parties expire within the AMI boundary, whichever is longer. If any party hereunder acquires any interest During the term of the AMI and within the AMI, if any party hereto (the acquiring party will notify "Acquiring Party") acquires any oil and gas leasehold interest, unleased mineral interest, or the non-acquiring party in writing of right to earn any such interest, directly or indirectly (through any individual or entity associated or affiliated with such party), the terms of the acquisition and any costs and/or obligations incurred pursuant thereto Acquiring Party shall, within fifteen (15) days following such acquisition, notify the other parties to this AMI provision, or a counterpart thereof (the "Offerees") of such acquisition. The non-notice from the Acquiring Party to the Offerees shall include a copy of all instruments of acquisition and any other pertinent available data, and an itemized statement of the actual costs and expenses incurred by the Acquiring Party in acquiring party will elect in writing within thirty such interest, excluding, however, costs and expenses of its own personnel. Each Offeree shall have fifteen (3015) days from after the receipt of such notice within which to notify the Acquiring Party of its election to acquire its proportionate interest in the interest acquired by the Acquiring Party. The proportionate interests will be based upon the Parties' respective Working Interests, either before or after Project Payout (giving effect to ZaZa's After Payout Working Interest), as the case may be, but subject to the Reserved Overriding Royalty Interests of ZaZa as set out in Section 2.10. If the Acquiring Party has not received actual notice of the election of an Offeree to acquire its proportionate interest within the 15-day period, it shall be conclusively presumed that the Offeree has rejected the offer. If an Offeree notifies the Acquiring Party within the aforesaid time period of its election to purchase its proportionate interest in the interest acquired, the Acquiring Party shall promptly invoice the Offeree for its proportionate part of the actual third party costs incurred in the acquisition, along with a written agreement whereby the Offeree assumes its proportionate share of all terms, conditions, provisions, obligations and liabilities assumed by the Acquiring Party in connection with such acquisition. Notwithstanding any of the foregoing, however, if a well is being drilled within the AMI at the time of acquisition, the result of which could affect the value of the interest so acquired, the Acquiring Party shall so advise the Offerees, and the election to acquire a proportionate interest in the acquired interest must be made within forty-eight (48) hours after receipt of such notice. Failure of an Offeree to timely respond in either case to the Acquiring Party shall be conclusively deemed an election by such party not to acquire its proportionate interest in the acquired interest. In the event one or more of the parties to this AMI provision, or a counterpart thereof, should elect not to acquire its proportionate interest in such acquisition, or should fail to timely exercise its option, then such Offeree will be deemed to have forfeited all right, title and interest in and to the acquired interest, except that ZaZa's Reserved Overriding Royalty Interest and After Payout Working Interest shall always apply. The original Acquiring Party shall, promptly after the expiration of the response period, notify each of the Parties who have elected to acquire an interest that the non-electing Party or Parties named in the notice have failed or refused to exercise their option. Each of the Parties so notified and the original Acquiring Party shall have the option for forty-eight (48) hours (exclusive of Saturday, Sunday and legal holidays) after receipt of such second notice to acquire the remaining interest in the proportion that the interest of each such Party bears to the total interest of all parties hereto desiring to acquire the remaining interest. Should one of the Parties electing to share in the acquisition in the first instance elect not to acquire any additional interest, such remaining interest shall again be offered to the other Parties and shared in the same manner as to its election provided in the immediately preceding sentence. Promptly upon determination of the proportionate ownership of such acquisition, the Parties electing to participate or not participate with its therein shall pay the Acquiring Party their respective proportionate share of the acquisition. Each non-acquiring party’s election to participate will be accompanied by payment of its share of costs associated with the acquisitiontotal cost thereof. If the non-acquiring party an Offeree elects not to participate with acquire its proportionate share of the acquisitioninterest and assumes its obligations, as hereinabove set forth, the acquiring party may retain Acquiring Party shall, after such Offeree has paid the interest invoice amount and executed and delivered the written agreement provided for its own benefit. The non-acquiring party’s failure to respond above, execute and make payment within deliver a written assignment in recordable form covering the designated time frame Offeree's proportionate share in the acquired interest, which assignment shall be deemed an election made without any warranty of title, express or implied, except to claims of all persons claiming or to claim the same or any part thereof by, through or under the Acquiring Party, but not to participate in the acquisitionotherwise. If the interest acquired covers lands lying partially inside and partially outside the boundaries of the AMI, the acquiring party Such assignment shall offer the entirety of such interest to the non-acquiring party. If a non-acquiring party acquires its proportionate share of such interest, the lands lying outside the AMI and covered by the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and any new lease to also be acquired made subject to this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertyAgreement.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases and any new lease to be acquired under this agreement, identified within the legal descriptions above, shall be designated as parties hereto hereby establish an Area of Mutual Interest (“"AMI”") which shall expire covers and includes all lands depicted within the area one (1) mile outside the perimeter of the lands covered by the Leases which are depicted on the termination of this Agreementplat attached hereto as Exhibit "C". If In the event that any party hereunder hereto hereafter acquires any interest an oil and gas leasehold interest, or contractual right to earn an oil and gas leasehold interest, covering lands lying in whole or in part within the AMI, the acquiring party will notify shall, in writing, offer to assign, without warranty of title, to the non-nonacquiring parties, within ten (10) days of purchase or acquisition, the entire proportionate interest which the nonacquiring parties are ratably entitled to acquire within the AMI under this Agreement. Such notice shall include a copy of the lease or contract, paid draft and other pertinent and available data. Each nonacquiring party shall, within ten (l0) days after receipt of such offer, elect whether to purchase such interest by paying the acquiring parties such nonacquiring party's proportionate part of the actual cost and expenses, if any, incurred by the acquiring party in writing of the terms of the acquisition and acquiring such lease or contract. Failure by any costs and/or obligations incurred pursuant thereto within fifteen (15) days following the acquisition. The non-acquiring nonacquiring party will elect in writing within thirty (30) days from its receipt of such notice, as to its election to participate or not participate with its proportionate share of the acquisition. Each non-acquiring party’s election to participate will be accompanied by payment of its share of costs associated with the acquisition. If the non-acquiring party elects not to participate with its proportionate share of the acquisition, timely notify the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated time frame shall be deemed an election by such nonacquiring party not to participate acquire its ratable interest in the acquisitionleasehold interest offered. If the When any nonacquiring party elects not to acquire its ratable interest acquired covers lands lying partially inside and partially outside the boundaries of the AMI, from the acquiring party shall offer party, such nonacquiring party's interest in such lease or contract which is the entirety subject of such offer shall be offered to the parties electing to acquire its proportionate share of such non-acquiring party's interest and shall not be subject to this Agreement but an operating agreement identical to Exhibit D, after allowing for nonjoinder by the non-acquiring party. If a non-acquiring party acquires its proportionate share of such interestUnless otherwise mutually agreed, the lands lying outside the AMI and covered by the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely to terminate six (6) months after the burdens specified in this agreement and shall include specifically expiration of the carried working Interest specified in herein abovelast lease within the AMI. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired All interests under this agreement. Seller does not normally deal with individuals paragraph shall be offered on either a Before Prospect Payout Basis or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying After Prospect Payout Basis based on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertyoccurrence of Prospect Payout.

Area of Mutual Interest. (i) The “ Xxxxxx Well #1” parties hereto hereby establish an area of mutual interest (the "AMI") consisting of the lands in the 23.138 square mile area in St. Charles Parish, Louisiana covered by that certain 3D seismic survex xxxxxxxxx xxned by Seller, which lands are outlined in the plat attached as Exhibit C hereto. This AMI shall remain in force and effect for a period equal to the longer of (A) four (4) years from the Closing Date or (B) ending on the date on which the Development Agreement (as defined below) expires or is terminated, unless sooner terminated by mutual agreement of the parties. (ii) During the term of this AMI, if any party ("Acquiring Party") acquires any oil and gas leases or any interest therein, any mineral interest or other contracts with respect thereto which affect lands and any new lease to be acquired under this agreement, identified minerals lying within the legal descriptions above, shall be designated as an Area of Mutual Interest AMI (“AMI”) which shall expire on the termination of this Agreement. If any party hereunder acquires any interest within the AMIa "Subject Interest"), the Acquiring Party shall promptly advise the other party hereto ("Offeree") of such acquisition. In such event, Offeree shall have the right to acquire an undivided percentage of the Subject Interest equal to its Applicable Percentage. For purposes hereof, the "Applicable Percentage" of each party is as follows: Seller - 90% and Buyer - 10%. Promptly upon acquiring party will notify Subject Interest, the non-acquiring party Acquiring Party shall advise Offeree in writing of the terms of the acquisition and any costs and/or obligations incurred pursuant thereto within fifteen (15) days following the such acquisition. The non-acquiring party will elect in writing within Such written notice shall include full particulars of such acquisition. Offeree shall have a period of thirty (30) days from its after receipt of such notice, as the notice within which to notify the Acquiring Party of its election to participate acquire its Applicable Percentage of the Subject Interest. Failure by the Offeree to give the notice of its election within such 30-day time period shall be deemed to constitute an election by Offeree not to acquire its Applicable Percentage of the Subject Interest. (iii) Within ten (10) days after Offeree notifies the Acquiring Party that it has elected to acquire its Applicable Percentage of the Subject Interest, the Acquiring Party shall execute and deliver an appropriate assignment to Offeree. Any assignment shall be made free and clear of any burdens placed thereon by the Acquiring Party, but otherwise shall be made without warranty of title, either express or not participate implied. (iv) To the extent that Seller acquires a Subject Interest that is located within the Exxon AMI, the following additional provisions shall apply: (1) If the Subject Interest is a lease covering a mineral interest owned by Exxon in the Exxon AMI, Buyer shall be entitled to acquire an undivided ten percent (10%) of 8/8ths in and to such Subject Interest. (2) In addition, if the Subject Interest is created because of Exxon'selection to take less than its full share of a Drilling Prospect (with its proportionate such Subject Interest being the share of the acquisition. Each non-acquiring party’s election to participate will be accompanied by payment of its share of costs associated with the acquisition. If the non-acquiring party elects Drilling Prospect that Exxon elected not to participate with its proportionate share take), then the portion of the acquisitionSubject Interest that Buyer is entitled to acquire hereunder shall be in the same proportion that (A) Buyer's interest in the Drilling Prospect bears to (B) the aggregate interest of Buyer and Seller in the Drilling Prospect (excluding the Subject Interest). (v) For purposes of Paragraph 13(a), the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated time frame shall be deemed an election not to participate in the acquisition. If the interest acquired covers lands lying partially inside and partially outside the boundaries of the AMI, the acquiring party shall offer the entirety of such interest to the non-acquiring party. If a non-acquiring party acquires its proportionate share of such interest, the lands lying outside the AMI and covered by the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment property.following definitions apply:

Area of Mutual Interest. The “ Xxxxxx Well #1” leases and any new lease to be acquired under this agreement, identified within the legal descriptions above, shall be designated as Parties hereby establish an Area of Mutual Interest (“"AMI”"), comprising of lands included within the black outline on Exhibit 1; attached to and made a part hereof. This AMI shall remain in force and effect as long as there are active oil and gas leases within the AMI. At any time after the signing of this Agreement, the Parties or any individual Party desires to acquire one or more oil and gas lease(s) which within the AMI, desires to acquire an option by farmout agreement or otherwise and/or desires to acquire an interest in the mineral estate within the AMI, such acquisition shall expire on be accomplished by mutual agreement of the termination Parties, and the Parties shall be responsible for the cost of said acquisition in accordance with the interests set forth in section 2 of this Agreement. If any party hereunder acquires Party or parties desires to acquire an interest in a mineral estate in which not all parties wish to participate in said acquisition, then the Party or Parties desiring to acquire the interest shall immediately notify all non-acquiring Parties of any interest proposed mineral estate acquisition within the AMI, the acquiring party will notify the non. The Non-acquiring party in writing of the terms of the acquisition and any costs and/or obligations incurred pursuant thereto within Parties shall have fifteen (15) days following from receipt of the notice in which to elect to participate in the acquisition. The non-Agreement by any Party or Parties to participate in a mineral estate acquisition shall include a check for it's proportionate share of costs payable the acquiring party will elect in writing Party within thirty (30) days from its receipt of such notice, as Parties agreement to its election participate. If payment is not received within this period then the acquiring Party or Parties shall have the right to participate assume the interest of the non-paying Party in proportionate shares subject to the following: the non-paying or not participate with its non-participating Party or Parties shall retain their proportionate share (as defined in Section 2) of a 1% overriding royalty interest (ORI), in any mineral estate acquired within the acquisitionAMI. Each If any Party or Parties acquires an interest in a mineral estate without prior notice or consent from the other Parties, then the Party or Parties that acquired said mineral interest shall immediately notify all non-acquiring party’s election to participate will be accompanied by payment of its share of costs associated with the acquisition. If the non-acquiring party elects not to participate with its proportionate share Parties of the acquisition, mineral estate acquisition within the acquiring party may retain the interest for its own benefitAMI. The non-non- acquiring party’s failure Parties shall have fifteen (15) days from receipt of the notice in which to respond and make payment within the designated time frame shall be deemed an election not elect to participate in the acquisition. Agreement by any Party or Parties to participate in the mineral estate acquisition shall include a payment for it's proportionate of the costs payable to the acquiring Party within thirty (30) days of such Parties agreement to participate. If the interest acquired covers any acquisition applies to lands lying partially inside which fall Partly within and partially partly outside the boundaries of the AMI, the acquiring party entire acquisition shall offer be made available to all the entirety Parties of such interest to the non-acquiring partythis Agreement. If a non-acquiring party acquires its proportionate share of such interestThe AMI outline is not fixed and can be expanded or contracted at any time for geological, the lands lying outside the AMI and covered land boundary, etc. by the interest acquired, shall become a part mutual agreement of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertyparties.

Area of Mutual Interest. 10.1 The “ Xxxxxx Well #1“Area of Mutual Interest” leases and will be deemed to comprise that area which is within three (3) kilometers of any new lease to be acquired under portion of the Property as at the date of execution of this agreement, identified within Agreement. Nothing in this Agreement will cause the legal descriptions above, shall be designated as an Area of Mutual Interest to be expanded. 10.2 If at any time during the Term any Party or an Affiliate of any Party (in this Section only, called in each case the “AMIAcquiring Party”) which shall expire on the termination of this Agreement. If stakes or otherwise acquires, directly or indirectly, any party hereunder acquires right to or interest in any interest mining claim, licence, lease, grant, concession, permit, patent, or other mineral property located wholly or partly within the AMIArea of Mutual Interest, the acquiring party Acquiring Party will notify forthwith give notice to the non-acquiring party other Party of that staking or acquisition, the total cost thereof and all details in writing the possession of that Party with respect to the details of the terms acquisition, the nature of the acquisition property and any costs and/or obligations incurred pursuant thereto within fifteen (15) days following the acquisition. known mineralization. 10.3 The non-acquiring party will elect in writing other Party may, within thirty (30) days from its of receipt of such the Acquiring Party’s notice, as elect, by notice to its election the Acquiring Party, to participate require that the mineral properties and the right or not participate with its proportionate share interest acquired be included in and thereafter form part of the acquisition. Each non-acquiring party’s Property for all purposes of this Agreement. 10.4 If the election to participate aforesaid is made, the Optionee will be accompanied by payment pay, or as applicable reimburse the Acquiring Party (if the Acquiring Party is the Optionor) for the cost of its share of costs associated with the acquisition. If the non-acquiring party elects Acquiring Party is the Optionee, it will not be entitled to participate with reimbursement of its proportionate share costs of the acquisition, the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated time frame shall be deemed an election such acquisition costs will not to participate in the acquisition. qualify as a Qualifying Expenditure. 10.5 If the other Party does not make the election aforesaid within that period of thirty (30) days, the right or interest acquired covers lands lying partially inside and partially outside the boundaries of the AMI, the acquiring party shall offer the entirety of such interest to the non-acquiring party. If a non-acquiring party acquires its proportionate share of such interest, the lands lying outside the AMI and covered by the interest acquired, shall become a will not form part of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to this Agreement Property and the AMI shall Acquiring Party will be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertyentitled thereto.

Area of Mutual Interest. 5.1 The “ Xxxxxx Well #1” leases Parties have designated an area of mutual interest as set forth on Annex B (the “Area of Mutual Interest”). 5.2 Subject to Section 5.4, from the date hereof and until this Agreement terminates, if any new lease Party or any of its respective Affiliates (the “Acquiring Party”) directly or indirectly acquires or agrees to be acquired under this agreement, identified within acquire a permit in the legal descriptions above, shall be designated as an Area of Mutual Interest or any working interest or other interest or any contract right, including pursuant to a farm-in agreement, related thereto (each, an “AMIAcquired Interest”), the Acquiring Party shall offer in writing to the other Party (the “Non-Acquiring Party”) which shall expire on the termination of this Agreement. If any party hereunder acquires any interest within the AMI, the acquiring party will notify the non-acquiring party in writing of the terms of the acquisition and any costs and/or obligations incurred pursuant thereto within fifteen (15) days following the acquisition. The non-acquiring party will elect in writing within thirty (30) calendar days from its of the acquisition of such exploration permit in respect of such Acquired Interest or the execution of an agreement to acquire such Acquired Interest, the right to acquire 50% in the Acquired Interest (the “Offered Interest”) on the same terms and conditions by which the Acquiring Party has acquired or will acquire the Acquired Interest, including (x) the consideration paid by the Acquiring Party and (y) the Acquiring Party’s reasonable out-of-pocket costs and expenses directly incurred in connection with the acquisition of the Acquired Interest (the “Transaction Costs”). The Non-Acquiring Party shall provide written notice to the Acquiring Party within thirty (30) calendar days after receipt of such notice, notice as to its the Non-Acquiring Party’s election as to participate or not participate with its proportionate share whether it will acquire the Offered Interest on such terms and conditions. Failure of the acquisition. Each nonNon-acquiring party’s election Acquiring Party to participate will be accompanied by payment of its share of costs associated with the acquisition. If the non-acquiring party elects not to participate with its proportionate share of the acquisition, the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated time frame timely provide such notice shall be deemed an election by the Non-Acquiring Party not to participate acquire the Offered Interest. 5.3 Upon (x) the Non-Acquiring Party’s timely election to acquire the Offered Interest and (y) reimbursement by the Non-Acquiring Party of (i) 50% of the consideration paid by the Acquiring Party and (ii) 50% of the Transaction Costs, the Acquiring Party shall as promptly as reasonably practicable effect the transfer of the Offered Interest to the Non-Acquiring Party. 5.4 Notwithstanding the above, if, from the date hereof and until this Agreement terminates, an Acquiring Party intends or proposes to make an application to the French Administration for a permit (the “Proposed Application Interest”), then the Acquiring Party must give notice in writing to the acquisitionNon-Acquiring Party of its intention to apply for such Proposed Application Interest and the proposed terms and conditions thereof and shall offer the Non-Acquiring Party the opportunity to join the Acquiring Party in applying for the Proposed Application Interest. The Non-Acquiring Party shall provide written notice to the Acquiring Party within thirty (30) calendar days after receipt of such notice as to the Non-Acquiring Party’s election as to whether it will join the Acquiring Party in submitting an application to obtain the Proposed Application Interest. Failure of the Non-Acquiring Party to timely provide such notice shall be deemed an election by the Non-Acquiring Party not to join the Acquiring Party in submitting an application to obtain the Proposed Application Interest. If the interest acquired covers lands lying partially inside and partially outside Non-Acquiring Party elects not to join the boundaries of Acquiring Party in making such an application, Section 5.2 shall not apply; provided, however, that if the AMI, the acquiring party shall offer the entirety of such interest French Administration subsequently proposes a substantive change to the nonapplication, then the Acquiring Party must give a new notice to the Non-acquiring party. If a non-acquiring party acquires its proportionate share of such interest, the lands lying outside the AMI and covered by the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to Acquiring Party in accordance with this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of Section 5.4. 5.5 Any permit jointly obtained in accordance with this AMI Section 5 shall be subject solely to the burdens specified in terms and conditions of this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount Agreement, including, without limitation for purposes of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertySection 8.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases and AREA OF MUTUAL INTEREST LAND PURCHASES --------------------------------------------------------------------------- 7.1 In the event any new lease to be acquired under this agreement, identified party hereto acquires an Additional Interest covering lands situated in whole or in part within the legal descriptions above, shall be designated as an Area of Mutual Interest (“AMI”) which shall expire on the termination of this Agreement. If any party hereunder acquires any interest within the AMIInterest, the acquiring party will (hereinafter referred to as "Proposing Party") shall promptly notify the non-acquiring party in writing (hereinafter referred to as "Non-Proposing Party") of such Additional Interest and shall attach a copy of the terms instrument evidencing same, together with all title materials in its possession and an itemized statement of the acquisition and costs attributable to each such interest. Such acquisition costs shall exclude any overhead, financial or other internal costs and/or obligations incurred by the Proposing Party. The Non-Proposing Party shall have the option to acquire its proportionate share of the Additional Interest on a "heads up basis", pursuant thereto to Article 3.1 herein, by notifying the Proposing Party of its election in writing within fifteen (15) days following the acquisition. The non-acquiring party will elect in writing within thirty (30) days from its after receipt of such noticeoffer; or within forty eight (48) hours exclusive of Saturdays, as to its election to participate Sundays and legal banking holidays of receipt of such offer in the event a drilling rig is drilling or not participate with its proportionate share of the acquisition. Each non-acquiring party’s election to participate will be accompanied standing by payment of its share of costs associated with the acquisition. If the non-acquiring party elects not to participate with its proportionate share of the acquisition, the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure to respond and make payment accumulating charges anywhere within the designated proposed area in which the Additional Interest is located after receipt of such offer. Failure of a Non-Proposing Party to so notify the Proposing Party in the specified time frame period shall be deemed an election not to participate in participate. Should the acquisition. If Non-Proposing Party elect to acquire its proportionate share of said interest, such party shall, within thirty (30) days of its election pay to the interest acquired covers lands lying partially inside and partially outside the boundaries Proposing Party its share of the AMIacquisition costs or assume its proportionate share of any contractual commitment necessary to earn such Additional Interest. Upon such payment, the acquiring party Proposing Party shall offer the entirety of such interest promptly execute and deliver to the nonNon-acquiring party. If a non-acquiring party acquires Proposing Party an assignment for its proportionate share of such interest, the lands lying outside the AMI in customary form and covered by the interest acquiredcontaining a "By, shall become a part Through and Under" Warranty as to title of the “ Xxxxxx Well # 1” Lease and any new lease Additional Interest assigned. If the Proposing Party does not receive timely payment from the parties who elect to be acquired subject so participate, the Proposing Party may give such non-paying parties certified written notice that failure to this Agreement and the AMI receive such payment in five (5) days shall be enlarged deemed an election by such non-paying party to include said lands. Each lease, right, title or interest not participate in the acquisition of such interest. 7.2 It is understood that any Additional Leasehold Interest acquired under in the terms form of this AMI oil and gas leasehold shall be subject solely to the royalty and overriding royalty burdens specified identified on Exhibit "A". referred to in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment property.Article 4.1

Area of Mutual Interest. The “ Xxxxxx Well #1An AMI is hereby established as to those lands described on Exhibit “B” leases for a term of eight (8) years from the Closing Date. In the event either Party, or its Affiliate(s), acquires, either directly or indirectly, from a third party an interest in minerals, royalties, oil and any new lease gas leasehold or an option to be acquired under this agreementacquire such interest, identified within the legal descriptions above, shall be designated or contractual rights to earn such interest (hereinafter referred to as an Area “Acquired Interest”), including any renewals, extensions or replacement leases for any of Mutual Interest (“AMI”) the leases included in the Transaction Assets or previous Acquired Interests, which shall expire on the termination of this Agreement. If any party hereunder acquires any interest is obtained or earned by purchase, deed, assignment, option, extension, renewal, farmin, acreage contribution or other agreement covering lands situated in whole or in part within the AMI, the acquiring party will Party shall promptly notify the non-acquiring party in writing Party of such Acquired Interest and shall attach a copy of the terms instrument evidencing same, together with all title materials in its possession and an itemized statement of the acquisition and costs attributable to each such Acquired Interest. Such acquisition costs shall exclude any overhead, financing or other internal costs and/or obligations incurred pursuant thereto within fifteen (15) days following by the acquisitionacquiring party. The non-acquiring party will elect Party shall have the option to participate for its proportionate share of the Acquired Interest, by notifying the acquiring Party of its election in writing within thirty (30) days from its of receipt of such the election notice, as to its election to participate or not participate with its . The acquiring Party shall deliver an assignment of the non-acquiring Party’s proportionate share of the acquisition. Each non-acquiring party’s election Acquired Interest in recordable form, in substantially the same form as the PUD Assignment, to participate will be accompanied by payment of its share of costs associated with the acquisition. If the non-acquiring party elects not Party which has elected to participate with its in the acquisition of such an Acquired Interest upon receipt of such non-acquiring Party’s proportionate working interest share of the acquisition, acquisition costs for such Acquired Interest. 11.1.1 In the acquiring party may retain event the interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated time frame shall be deemed an election Party elects not to participate in the acquisition. If the interest acquired covers lands lying partially inside and partially outside the boundaries of the AMIAcquired Interest, the acquiring party Acquired Interest shall offer not be subject to this Agreement, and the entirety of such interest to the non-acquiring party. If a non-acquiring party acquires its proportionate share of such interest, the lands lying outside land covered thereby shall be excluded from the AMI and covered excluded from the Contract Area of the JOA. 11.1.2 Regardless of which Party acquires or elects to participate in the acquisition of any Acquired Interest, the Parties understand and agree that all such Acquired Interests shall be burdened by the interest acquired, shall become a part landowner’s royalty and any other lease burdens of record as of the “ Xxxxxx Well # 1” Lease and date of acquisition. The acquiring Party shall not grant any new overriding royalties, production payments or otherwise create any additional lease burdens or encumbrances upon the Acquired Interest prior to be acquired subject to this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely assignment to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertyParty.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases and any new lease to be acquired under this agreement, identified within the legal descriptions above, shall be designated as Parties hereby create an Area of Mutual Interest (“"AMI”) which consisting of the Contract Area as depicted on Exhibit "A" hereto. The term of the AMI shall expire on extend for the termination term of this Agreementthe JOA plus six months, unless sooner terminated by the Parties. If During the term of the if any party hereunder Party ("Acquiring Party") acquires any an oil and gas interest ("Acquired Interest") within the AMI, including, without limitation, any fee interest, oil, gas and mineral lease, lease option, royalty or overriding royalty or interest acquired by lease extension or renewal, or via farmin, dry hole or acreage contribution or any contract affecting the acquiring party will lands lying within the Contract Area, the Acquiring Party shall promptly notify the non-acquiring party other Party ("Offeree") in writing of the terms such acquisition. The notice shall include a complete description of the interest acquired, including the nature of such interest, the term, cost of acquisition and any costs and/or obligations incurred pursuant thereto within fifteen (15burdens affecting the interest, and shall be accompanied by copies of the instrument(s) days following the acquisitionby which such Acquired Interest was obtained. The non-acquiring party will elect Offeree shall have the right to acquire its proportionate share (as shown on Exhibit "A" of the JOA) of such Acquired Interest, by responding in writing within thirty (30) days from its following receipt of the notice and advising the Acquiring Party of its election. If a well is then drilling within the AMI or at a location outside the AMI of which the result could be expected to materially affect the value of the Acquired Interest, the notice shall include such notice, as information and the Offeree shall in such event have a period of forty-eight (48) hours after receipt of said notice within which to elect to acquire its proportionate interest in the Acquired Interest. The failure of the Offeree to respond in writing within said thirty (30) day or forty-eight (48) hour election period shall be deemed an election by such Offeree not to participate or not participate with acquire its proportionate share of the acquisitionAcquired Interest. Each non-acquiring party’s election In the event the Offeree elects to participate will be accompanied by payment of acquire its share of costs associated with the acquisitionAcquired Interest, the Acquired Interest shall be owned and the acquisition cost thereof shall be borne by the Parties in the proportions shown on Exhibit "A" to the JOA. If Should the non-acquiring party elects not Offeree decline to participate with acquire its proportionate share of the acquisitionAcquired Interest, the acquiring party may retain the that interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated time frame shall be deemed an election not retained and owned by the Acquiring Party, provided, however, that if there is more than one offeree, and one or more offerees decline to participate in the acquisition. If the interest acquired covers lands lying partially inside and partially outside the boundaries acquire their share of the AMIAcquired Interest, the acquiring party shall offer the entirety of such interest shall first be made avaialbe to the non-acquiring party. If a non-acquiring party acquires its proportionate share of such interest, the lands lying outside the AMI and covered by the interest acquired, shall become a Offerees who elected to acquire part of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to this Agreement Acquired Interest on a proportionate basis, and the AMI remainder, if any, shall be enlarged retained by the Acquiring Party. Any assignment made by the Acquiring Party to include said landsthe Offeree shall be made free and clear of any burdens placed thereon by the Acquiring Party, other than the SOLEX ORRI as stated in Paragraph III., above, but without warranty of title, either express or implied. Each leaseThe assignment shall be made and accepted subject to, rightand the assignee shall expressly assume its share of, title or interest acquired under all of the terms obligations of the Acquiring Party. The provisions of this AMI shall be subject solely not apply to the burdens specified acquisitions as a result of merger, consolidation, reorganization or an acquisition from a parent, subsidiary or affiliated corporation, nor shall it apply to sales and acquisitions between partners in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and partnership or joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertyventure.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases Essex and any new lease Participant hereby agree to be acquired under this agreement, identified within the legal descriptions above, shall be designated as establish an Area of Mutual Interest (“"AMI”") which shall expire on comprised of Sections 15, 16, 17, 20, 21, 22, 27, 28, and 29 of Township 52 North and Range 67 West, Croox Xxxnty Wyoming (the termination of this Agreement"AMI Area"). If In the event that any party hereunder hereto hereafter acquires any interest an oil and gas leasehold interest, or contractual right to earn an oil and gas leasehold interest, covering lands lying in whole or in part within the AMIAMI Area, the acquiring party will notify shall, in writing, offer to assign, without warranty of title, to the non-acquiring party in writing of the terms of the acquisition and any costs and/or obligations incurred pursuant thereto parties within fifteen (15) days following of purchase or acquisition, the acquisition. The entire proportionate interest which the non-acquiring party will elect parties are entitled to acquire in writing within thirty (30) days from its receipt of such notice, as to its election to participate or not participate with its proportionate share the AMI Area under this Agreement. Such notice shall include a copy of the acquisitionlease or contract, paid draft and other pertinent and available data. Each non-acquiring party’s election party shall, within fifteen (15) days after receipt of such offer, elect whether to participate will be accompanied purchase such interest by payment of its share of costs associated with paying the acquisition. If the acquiring party such non-acquiring party's proportionate part of the actual costs and expenses, if any, incurred by the acquiring party in acquiring such lease or contract. Failure of any non- acquiring party to timely notify the acquiring party shall be deemed as an election by such non- acquiring party not to acquire its ratable interest in the leasehold interest offered. When any non- acquiring party elects not to participate with acquire its proportionate share interest from the acquiring party, such non- acquiring party's interest in such lease or contract, which is the subject of the acquisition, such offer shall be wholly owned by the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure and shall not be subject to respond and make payment within the designated time frame shall be deemed an election not to participate in the acquisitionthis Agreement. If the interest acquired covers lands lying partially inside and partially outside acquisition consists of a farmout or agreement to earn a lease, a party electing to participate must also agree to participate actively in all operations necessary to comply with the boundaries of the AMI, the acquiring party shall offer the entirety provisions of such interest to the non-acquiring partyagreement. If a non-acquiring party acquires its proportionate share of such interest, the lands lying outside the AMI and covered by the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to well drilled under this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired qualifies as an earning well under the terms of a farmout, leasehold rights earned thereby shall be owned solely by those parties who participated in the drilling and completion of such earning well. Any party hereto which was a non-consenting party in the drilling and/or completion of such earning well shall own no interest in such leasehold rights. Unless otherwise mutually agreed, this AMI shall be subject solely to terminate 6 months after the burdens specified in this agreement and shall include specifically expiration of the carried working Interest specified in herein abovelast lease within the AMI Area. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired All interests under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying paragraph shall be offered on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertyan after casing point basis.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases Effective as of the Closing Date, Buyer and any new lease to be acquired under this agreement, identified Seller establish an area of mutual interest ("AMI") covering the lands within the legal descriptions above, AMI boundaries shown on Exhibit G attached hereto. The term of the AMI ("AMI Term") shall be designated as an Area of Mutual Interest for a period expiring six (“AMI”6) which shall expire on months after the termination of the last expiring leasehold interest created by the Leases subject to this Agreement. If any party hereunder during the AMI Term, either Buyer or Seller acquires any right, title or interest in, to or under any oil and gas lease, mineral interest, overriding royalty interest, net profits interest, production payment, royalty interest, or other interest in oil or gas (including farm-in agreements or similar contractual rights to acquire such interests) covering lands within the AMIAMI (the "Acquired Interest"), the acquiring party will notify the non-acquiring party in writing of the terms of the acquisition and any costs and/or obligations incurred pursuant thereto within fifteen (15) days following the acquisition. The non-acquiring party will elect in writing then within thirty (30) days from its after such acquisition, the party making the acquisition (the "Offering Party") shall notify the other party (the "Responding Party") in writing of the acquisition. Notice of the acquisition shall include (i) copies of all executed assignments and agreements relating to the acquisition, (ii) such title information as the Offering Party has relating to the Acquired Interest, and (iii) an itemized statement of all lease bonuses, rentals and option payments and land-related and title review costs and expenses, including xxxxxxx costs, brokerage fees and commissions, title examination fees and expenses, filing fees, and other costs and expenses incurred in connection with the acquisition of the Acquired Interest (the "Acquisition Costs"). The Responding Party shall have a period of fifteen (15) days (or, if a rig is on location, forty-eight (48) hours) after receipt of such notice, as notice within which to its election elect in writing to participate or not participate with acquire its proportionate share of the acquisition. Each non-acquiring party’s election Acquired Interest and to participate will be accompanied by payment of its share of costs associated with the acquisition. If the non-acquiring party elects not to participate with pay its proportionate share of the acquisition, the acquiring party may retain the interest for its own benefitAcquisition Costs associated therewith. The non-acquiring party’s Responding Party's failure to timely respond and make payment within to the designated time frame Acquiring Party's notice or to pay its proportionate share of Acquisition Costs shall be deemed an election not to participate in acquire a proportionate share of the acquisitionAcquired Interest. If the interest acquired Acquired Interest covers lands lying that are partially inside within and partially outside the boundaries AMI, the Responding Party shall have the right to acquire its proportionate share of the Acquired Interest. If the Acquired Interest covers lands that are partially within and partially outside the AMI, the acquiring party Responding Party shall offer have the entirety of such interest right to the non-acquiring party. If a non-acquiring party acquires acquire its proportionate share of such interestthe Acquired Interest insofar as it covers lands within the AMI, together with its proportionate share of that portion of the Acquired Interest covering lands lying outside the AMI and covered by the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertyAMI.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases and any new lease to be acquired under this agreement, identified within the legal descriptions above, shall be designated as There is hereby created an Area of Mutual Interest (the “AMI”) which shall expire consist of the lands covered by the Leases together with a one mile buffer, all as set forth and designated by crosshatching on the termination plat attached hereto as Exhibit H. (a) If, during the period of time beginning with the date of this Agreement and ending two (2) years from the date of this Agreement. If , either Buyer or Sellers or an affiliate of any party hereunder acquires such Party agrees to acquire (including by extension or renewal) an oil, gas and mineral lease, mineral interest, overriding royalty interest, royalty interest or any other interest in oil or gas or any contractual right to acquire interests in oil and gas leases (any of which is referred to herein as an “Interest” or collectively as “Interests”) within the AMI, the acquiring party will notify Party shall, within 30 days of finalizing the acquisition, offer to the non-acquiring Party the right to purchase its proportionate share of such Interest, being 65% for Buyer or 35% for Sellers, respectively their “Proportionate Share,” by paying its Proportionate Share of the acquiring Party’s actual third party costs incurred in connection with the acquisition of such Interest (such costs to include, but are not necessarily limited to, the acquiring Party’s land work with respect to the Interest, the lease bonus, option payments, broker fees, filing fees, cost of third party title examination, and third party legal and consultant fees). If two or more Interests are included in a single notice, the non-acquiring Party will have the right to make separate elections as to each of the acquired Interests. (b) An offer made pursuant to this AMI must be in writing and include sufficient information for such non-acquiring Party to reasonably evaluate the offer, including a complete description of the acquired Interest and information (to the extent known) specifying the number of gross and net lease acres, existing overriding royalties or other burdens affecting the Interest, the purchase price, and the terms of the acquisition, as well as the actual acquisition costs, the obligations required to earn such Interest, including bonus considerations or equivalent if other than cash, broker’s fees, recording fees, and rentals, and any costs and/or obligations incurred pursuant thereto within fifteen other information the acquiring Party deems relevant to the acquisition of the Interest. The offer should be made in the manner for giving any other notices under this Agreement. The Party receiving the offer shall have 30 days (15the “Acceptance Period”) days following receipt of such notice in which to elect to participate in the acquisition. The , and if such an election is made within the Acceptance Period, payment for such Party’s Proportionate Share shall be made within 30 days of such Party’s acceptance. (c) If such non-acquiring party will elect Party elects to participate, the acquiring Party shall assign the applicable percentage interest in writing within thirty (30) days from its receipt of the Interest to such notice, as to its election to participate or not participate with its proportionate share of the acquisition. Each non-acquiring partyParty within 10 business days of receiving such non-acquiring Party’s election payment, free and clear of any burdens created by the acquiring Party other than those burdens placed on such Interest by the transferor of the Interest to participate will such acquiring Party. Any Interest acquired after the date of this Agreement, including any Interest in which both Sellers and Buyer participate, shall be accompanied subject to the provisions of the applicable Operating Agreement but such Interest shall not be part of the Leases or Assets hereunder or subject to the terms of this Agreement (other than this Clause 32) and the costs and expenses attributable to such Interest shall be borne by payment Sellers and Buyer in proportion to their Proportionate Shares in such Interest. Failure of the non- acquiring Party to: (i) respond in writing to an acquisition notice within the Acceptance Period; or (ii) pay for its share of costs associated with within 15 days of the acquisitionParty’s election to take its Proportionate Share of the Interest will be deemed an election not to acquire a share of the Interest. (d) If an Interest is to be earned by drilling xxxxx or shooting seismic, the non-acquiring Party must ratify all appropriate agreements within the Acceptance Period and agree to participate in and pay for its share of such required operations. If the non-acquiring party elects not Party turns down any Interest or fails to participate with timely pay for its proportionate share of the acquisitionsuch Interest, the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated time frame Party shall be deemed an election not to participate in the acquisition. If the interest acquired covers lands lying partially inside and partially outside the boundaries of the AMI, the acquiring party shall offer the entirety of hold such interest to the non-acquiring party. If a non-acquiring party acquires its proportionate share free and clear of such interest, the lands lying outside the AMI and covered by the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to further obligations under this Agreement and the AMI applicable Operating Agreement. (e) Notwithstanding anything herein to the contrary, to the extent that any Interest covers any portion of the Shallow Interval, it is expressly understood and agreed to by and between Buyer and Sellers that any rights in any Interest within the Shallow Interval shall belong exclusively to Sellers. If an Interest covers both the Assigned Interval and the Shallow Interval, the Sellers shall have the exclusive rights to the Shallow Interval. Further, in such case for the purposes of this Clause 32, the acquisition costs, other than those associated with a required well that targets a zone located within the Assigned Interval, will be enlarged allocated one-third to include said lands. Each leasethe Shallow Interval and thus for this portion of the Interest, right100% the responsibility of Sellers, title or interest acquired under and two-thirds to the Assigned Interval and subject to the terms and conditions prescribed by this Clause 32, including having each electing Party pay its Proportionate Share of this AMI such costs. Costs associated with any well required to earn the affected Interest that is targeted to a zone within the Assigned Interval shall be subject solely to the burdens specified terms and conditions prescribed by this Clause 32, including having each electing Party pay its Proportionate Share of such costs and therefore, not subject to the one third/two thirds split, even though Sellers shall be entitled to an assignment of the entirety of the Shallow Interval so earned by the drilling of this well; provided, however, if commercial production is established in a well completed in the Assigned Interval and such production cannot be produced simultaneously with Shallow Interval production, if any, employing reasonable commercial methods then in use in the area of the Leases, then the well completed in the Assigned Interval shall be produced until Operator, pursuant to the applicable Operating Agreement, determines that it is no longer capable of production, at which time Operator shall commence production from the Shallow Interval. Nothing in the preceding sentence shall prohibit Sellers from drilling and completing a well in the Shallow Interval during the period the well in the Assigned Interval is producing. (f) Notwithstanding anything herein to the contrary, the provisions set forth in this agreement Clause 32 will not apply to any (i) acquisitions which (A) result from a merger, consolidation, reorganization with, by, or between a Party (or such Party’s affiliate) and shall include specifically another party, or (B) result from a merger or acquisition of the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount stock or equity of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease another Buyer or Sellers, or any new lease of them, by another entity or partnership or an acquisition of at least 51% of all of the assets of an entity by the acquiring Party (or such Party’s affiliate), whether by cash, like-kind exchange, stock purchase or otherwise; (ii) transfers between a Party and any of its affiliates; or (iii) transfers between the parties to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying any Operating Agreement binding on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertyInterests.

Area of Mutual Interest. a) The “ Xxxxxx Well #1” leases and any new lease Parties hereby agree to be acquired under this agreement, identified within the legal descriptions above, shall be designated as establish an Area of Mutual Interest to include all P&NG rights, 50% or more of which falls within one (“AMI”1) which mile of the Pooled Lands, and which, for certainty, shall expire include the Pooled Lands in the event that all, or a portion thereof, expires and is returned to the Crown for disposition at a future Crown Sale. b) The provisions of this Clause 6 shall be binding upon the Parties for the period commencing on the termination date hereof and ending on the expiration of one (1) year therefrom (such period hereinafter called the "AMI Term"). c) The Parties shall have the right to participate in the acquisition of New Lands as to the interest which each bears in relation to the Test Well operations. d) If any New Lands become available for acquisition at a Crown Sale and one of the Parties desires to acquire an interest therein, the Parties shall endeavour to consult prior to the sale date for the purpose of submitting a bid therefore, and shall attempt to agree upon a bid price for such lands at least forty-eight (48) hours prior to the sale. If after consultation between S:\Xxxxxxxxx\102201 Birchill-Norglen Letter.doc Birchill Resources Limited Norglen Energy Corporation October 22, 2001 Page 4 the Parties, an agreement is reached as to the bid price, Olympia shall submit the bid on behalf of all Parties and if acquired, such New Lands shall be owned by the Parties in accordance with the interests set out in Clause 6c) herein. e) If, after consultation in the manner hereinbefore provided, the Parties are unable to agree upon a bid price, each Party shall be free to bid for its sole account and, if acquired, such New Lands shall be owned by the acquiring Party free and clear of any obligation to the other Party. Notwithstanding the foregoing provisions of this Agreement. If any party hereunder acquires any interest within sub-clause 6 e), if such New Lands are purchased by the AMIacquiring Party for a price which differs by more than five percent (5%) from the price such Party last represented to the other Party it was prepared to pay, the acquiring party will Party shall, within seven (7) days of acquisition, notify the other Party in writing setting forth the consideration paid. The non-acquiring party in writing Party shall have the right for a period of the terms of the acquisition and any costs and/or obligations incurred pursuant thereto within fifteen (15) days following from receipt of such notification to elect in writing to acquire its working interest in such New Lands by paying to the acquiring Party, within the said fifteen (15) day period, its working interest share, as set out in Clause 6 c) hereof, of such acquisition costs. f) If the Parties do not consult or fail to disclose to each other the price they are prepared to pay for the acquisition of New Lands at a Crown Sale and a Party acquires New Lands, then the acquiring Party shall, within seven (7) days of acquisition, notify the other Party in writing setting forth the consideration paid and all other pertinent terms applicable thereto. The A non-acquiring party will Party shall have the right for a period of fifteen (15) days from receipt of such notification to elect in writing to acquire its working interest in such New Lands by paying to the acquiring Party within thirty the said fifteen (3015) days from day period its receipt working interest share, as set out in Clause 6 c) hereof, of such noticeacquisition costs. g) If a Party acquires any New Lands which become available for acquisition other than by Crown Sales including, as to its election to participate but not limited to, purchase, option, farmin or not participate with its proportionate share of otherwise during the acquisition. Each non-acquiring party’s election to participate will be accompanied by payment of its share of costs associated with the acquisition. If the non-acquiring party elects not to participate with its proportionate share of the acquisition, AMI Term the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated time frame Party, upon reaching agreement, shall be deemed an election not to participate in the acquisition. If the interest acquired covers lands lying partially inside and partially outside the boundaries of the AMI, the acquiring party shall offer the entirety of such interest forthwith give written notice to the non-acquiring partyParty setting forth the consideration paid or other terms and conditions under which such Party is entitled to acquire such New Lands. If a A non-acquiring party acquires Party shall have the right for a period of fifteen (15) days from receipt of the notice to elect in writing to acquire by paying to the acquiring Party or assuming its proportionate share of all costs and obligations in such interestagreement. If this right is exercised, the lands lying outside acquiring Party shall exercise reasonable diligence in having the AMI Parties electing to so acquire novated into any third party agreement and covered by until such time as such Parties are fully recognized, the acquiring Party shall hold, in proportion to each Party's respective working interest share, the interest so acquired. The acquiring Party shall, shall become a part of until such other Parties are novated in such said third party agreement, consult with and obtain approval from such other participating S:\Xxxxxxxxx\102201 Birchill-Norglen Letter.doc Birchill Resources Limited Norglen Energy Corporation October 22, 2001 Page 5 Parties prior to conducting operations or giving any written notice under such third party agreement. h) In the “ Xxxxxx Well # 1” Lease and event that less than all Parties elect to participate in any new lease to be acquired subject acquisition pursuant to this Agreement and Clause 6, the AMI Parties that do elect shall be enlarged entitled to include said lands. Each lease, right, title or interest acquired under do so in the terms of this proportions that their AMI shall be subject solely Interests bear to the burdens specified one another. i) Failure to make payment as set out in this agreement and Clause 6 shall include specifically the carried working Interest specified in herein above. The prospect needs void an electing Party's notice of election or intent to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertyacquire.

Area of Mutual Interest. The “ Xxxxxx Well #1” GP Project Xxxxxxx Station leases and any new lease to be acquired under this agreement, identified within the legal descriptions above, shall be designated as an Area of Mutual Interest (“AMI”) which shall expire on the termination of this Agreement. If any party hereunder acquires any interest within the AMI, the acquiring party will notify the non-acquiring party in writing of the terms of the acquisition and any costs and/or obligations incurred pursuant thereto within fifteen (15) days following the acquisition. The non-acquiring party will elect in writing within thirty (30) days from its receipt of such notice, as to its election to participate or not participate with its proportionate share of the acquisition. Each non-acquiring party’s election to participate will be accompanied by payment of its share of costs associated with the acquisition. If the non-acquiring party elects not to participate with its proportionate share of the acquisition, the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated time frame shall be deemed an election not to participate in the acquisition. If the interest acquired covers lands lying partially inside and partially outside the boundaries of the AMI, the acquiring party shall offer the entirety of such interest to the non-acquiring party. If a non-acquiring party acquires its proportionate share of such interest, the lands lying outside the AMI and covered by the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease GP Project Xxxxxxx Station leases and any new lease to be acquired subject to this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein abovehereinabove. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease GP Project Xxxxxxx Station leases or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired was formed to be engaged in the property but has no first-hand secondary recovery of Oil and Gas projects. It is also understood Seller was formed to provide stable turn key projects for investors wishing to financially participate in the direct outcome of specified Oil and Gas projects. Seller specializes in identifying and acquiring project interests that provide in house drilling and work over equipment and experience to perform Co2 and was relying on the Operator water flood oil recovery projects to finalize the start-up and maintain the property, sell was acquired for investment propertyrecover additional oil from fields.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases and any new lease Between the Parties there shall be deemed to be acquired under this agreement, identified within the legal descriptions above, shall be designated as an Area of Mutual Interest (“AMI”) which shall expire on the termination of this Agreement. If any party hereunder acquires any interest defined as all lands within the AMI, the acquiring party will notify the non-acquiring party in writing boundaries of the terms of the acquisition and any costs and/or obligations incurred pursuant thereto within fifteen (15) days following the acquisition. The nonExisting Unit as extended by a “halo” one-acquiring party will elect in writing within thirty (30) days from its receipt of such notice, as to its election to participate or not participate with its proportionate share of the acquisition. Each non-acquiring party’s election to participate will be accompanied by payment of its share of costs associated with the acquisition. If the non-acquiring party elects not to participate with its proportionate share of the acquisition, the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated time frame shall be deemed an election not to participate in the acquisition. If the interest acquired covers lands lying partially inside and partially half mile outside the boundaries of the Existing Unit and covering all of the lands covered by any lease any portion of which is located in the AMI; provided, however, the acquiring party AMI is deemed not to cover any portion of the so-called “Cowboy” and “Packer” Prospects identified to Magnetar by Next Bridge, except to the extent any of the Subject Leases being acquired by Magnetar encroaches upon either of such prospects Should either of the Parties acquire any interest in any lease within the AMI (excluding the Cowboy and Packer prospects), it shall offer the entirety of such interest to the non-acquiring partyother its pro rata share of any such lease. If Next Bridge has elected to undertake the Next Bridge Participation, it shall be entitled to an undivided one-third interest in any such lease (subject to any limitation on the Next Bridge Participation resulting from its acquiring less than the full one-third interest in the Initial Test Well), but if its right to the Next Bridge Participation has terminated for any reason, it shall be entitled to only the Next Bridge ORRI in any such lease. Upon delivery by Mxxxxxxx of a non-acquiring party acquires notice of a description of the Subject Leases, or portions thereof, in which it desires to acquire its proportionate share of such interest, together with the lands lying outside consideration therefor (the AMI “Purchase Notice”), Next Bridge shall assign to Magnetar under special warranty an undivided one hundred percent of eight-eighths (100% of 8/8ths) working interest, entitled to not less than a seventy-five percent (75%) net revenue interest, proportionately reduced, in and covered by the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved Subject Leases, or portions thereof, described in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertynotice.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases X. Xxxxxxx and any new lease TXCO agree to be acquired under this agreement, identified within the legal descriptions above, shall be designated as establish an Area of Mutual Interest (“hereinafter referred to as "AMI”") which that shall expire on remain in force for a period of two (2) years from the termination date of this AgreementAgreement unless sooner terminated by mutual agreement of the Parties. If any party hereunder acquires any The AMI shall encompass the lands described on Exhibit "XVIII" attached hereto and made a part hereof. B. Should either Party acquire an oil and gas leasehold interest within the AMIAMI during the term hereof (hereinafter referred to as the "Acquired Interest"), such Party (hereinafter referred to as the "Acquiring Party") shall promptly notify the other Party hereto, in writing, certified mail return receipt requested, of such Acquired Interest, the acquiring party will notify consideration paid or to be paid for the non-acquiring party in writing Acquired Interest, any other obligations (including, without limitation, drilling obligations) undertaken or to be undertaken as a part of the such Acquired Interest and any other terms of such Acquired Interest. Further, the acquisition written notification shall contain all available title information, copies of leases, agreements by which the interests have been or will be acquired, and all other pertinent instruments. The written notice shall also describe in detail the cost and expense of such Acquired Interest and any costs and/or obligations other obligation that may be incurred pursuant thereto thereto. In the event that Peacock is the Acquiring Party, TXCO shall, within fifteen ten (1510) days following the acquisition. The non-acquiring party will elect in writing within thirty (30) days from its after receipt of such notice, as to its election notify Peacock, in writing, whether or not it wishes to participate in such Acquired Interest; provided, however, that failure of TXCO to respond within the time and in the manner set forth above shall be deemed to be an election NOT to participate in such Acquired Interest. In the event that TXCO is the Acquiring Party, TXCO's sole obligation to Peacock is to honor the Overriding Royalty Interest burden as provided in Article IV.D. below. C. Should TXCO elect to participate in the Acquired Interest with Peacock, TXCO shall pay (or to the extent not participate with yet due, agree to pay when due) its proportionate share of the acquisition. Each non-acquiring party’s election to participate will be accompanied direct costs (brokerage expenses, bonus paid, bank fees, etc.) incurred by payment of its share of costs Peacock associated with the acquisition. If the non-acquiring party elects not said Acquired Interest; and agrees to participate with assume its proportionate share of any other obligations which are undertaken as part of such Acquired Interest (such as "drill to earn obligations"). The direct costs of an Acquired Interest shall be borne TXCO--100% and Peacock--0%. Upon receipt of such payment or other undertaking, Peacock shall promptly deliver to TXCO the acquisition, Appropriate Assignments of the acquiring party may retain the interest Acquired Interest. Peacock shall invoice TXCO for its own benefitdetermined proportionate share of the direct costs of the Acquired Interests, if applicable, and such invoice shall be payable within ten (10) days of receipt thereof. The non-acquiring party’s failure If TXCO fails to respond and make tender payment within the designated time frame shall period or when due if at a later date, TXCO may, at the option of Peacock, be deemed an election not to have elected NOT to participate in the Acquired Interest. D. TXCO and Peacock agree that any Acquired Interest shall only be subject to an overriding royalty equal to the difference between existing burdens and 23.00% which shall be assigned to Peacock and no other overriding royalties or similar burdens created by TXCO or Peacock at the time of acquisition. If In the interest acquired covers lands lying partially inside and partially outside event TXCO is the boundaries Acquiring Party it shall make an assignment of this overriding royalty immediately upon acquisition of the AMIAcquired Interest, and prior to assigning any portion of the acquiring party Acquired Interest to any third parties. Said Assignment of Overriding Royalty shall offer contain the entirety following language: Assignor hereby conveys to Assignee, its successors and assigns, an Overriding Royalty Interest of such interest to ____% of 8/8ths (being the non-acquiring party. If a non-acquiring party acquires its proportionate share difference between existing burdens and 23.00%), of such interestthe gross value of all oil, the lands lying outside the AMI gas, casinghead gas, condensate, distillate and other liquid or gaseous hydrocarbons and other minerals produced saved and marketed from land covered by the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease said oil and any new lease to be acquired subject to this Agreement and the AMI gas leases described hereinabove. Said Overriding Royalty Interest shall be enlarged free and clear of all expenses and costs including but not limited to include said lands. Each leaseall development, rightoperating and production expenses and transportation costs, title or interest acquired under the terms of this AMI but shall be subject solely to and bear its proportionate part of all related severance, ad valorem or any other taxes, measured by the amount or value of the production attributable to its share of production. Initial proceeds from said Overriding Royalty Interest herein assigned shall be paid or delivered to Assignee, it's successors or assigns, within ninety (90) days from the date of first runs and regularly thereafter at monthly intervals. The Overriding Royalty Interest herein conveyed shall apply to all amendments, modifications, renewals, extensions, and replacements of the Exhibit "A" leases herein which may be acquired by Assignor, its successors or assigns, taken during the term of said leases and within one (1) year of the expiration or termination of any such leases. This Assignment of Overriding Royalty interest is made without warranty of title, either express or implied, except that Assignor specially warrants and agrees to defend Assignee's title to the burdens specified in this agreement Overriding Royalty Interest herein assigned against the lawful claims and shall include specifically demands of all persons claiming the carried working Interest specified in herein abovesame or any part thereof, by, through, or under Assignor, but not otherwise. The prospect needs terms and provisions hereof shall extend to and be evaluated by Purchaser’s verification efforts with binding upon the understanding that a certain amount of risk is involved in the search parties hereto, their heirs, successors and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertyassigns.

Area of Mutual Interest. The “ Xxxxxx Well #1” leases Trek and any new lease Buxxx xgree to be acquired under this agreement, identified within the legal descriptions above, shall be designated as establish an Area of Mutual Interest (“"AMI”") which shall expire on consist of a one-half mile "halo" around the termination Contract Area. The AMI shall be effective as of the effective date of this Agreement. If any The AMI shall continue as long as the JOA is in force and effect. Should either party hereunder acquires any interest hereto, directly or indirectly, acquire an oil and gas lease from a mineral owner on an unleased tract within the AMI, or an assignment from a third party of a lease that has not previously been a producing lease, such party (the acquiring party will notify "Acquiring Party") shall immediately give written notice thereof to the non-acquiring party in writing of the other party, together with all pertinent details and information, including, but not limited to, legal description, costs, terms of the acquisition and any costs and/or obligations incurred pursuant thereto within fifteen (15) days following the acquisitionconditions thereof. The non-acquiring party will shall have ten (10) days from receipt of such notice to elect in writing within thirty (30) days from to acquire its receipt of such noticeproportionate interest, under the same terms as to its election to participate or not participate with the acquiring party, in the oil and gas leases by paying its proportionate share of the acquisition. Each non-acquiring party’s election to participate will be accompanied by payment of its share of costs associated with the acquisition. If the non-acquiring party elects not to participate with cost and assuming its proportionate share of the acquisition, the acquiring party may retain the interest for its own benefitobligations. The non-acquiring party’s failure Failure to respond and make payment within by the designated time frame deadline stated herein shall be deemed an election not to participate in the acquisitionacquisition as described in said notice. Failure to pay said proportionate share of costs within the same time period shall result in a forfeiture of the non-acquiring party's interest with the same effect as if said party had elected not to participate. If the interest applicable lease acquired covers lands lying partially inside land both within and partially outside the boundaries of the AMI, the acquiring party may, at its option, offer either the entire interest or only that portion of the interest covering lands within the AMI. If less than the entirety is offered, the costs applicable to the offered interest shall offer be that portion of the total cost of the interest reduced to the ratio which the number of net acres covered by said interest and included within the AMI bears to the total net acres covered by said interest. If the entirety of such interest to the non-acquiring party. If a premises covered by the applicable lease is offered and the non-acquiring party acquires its proportionate share of such interest, the lands lying outside the AMI and covered by the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to this Agreement and the AMI shall automatically be enlarged expanded to include said lands. Each lease, right, title or interest acquired under the terms of this AMI take in such additional lands and shall be subject solely to the burdens specified in terms and provisions of this agreement and shall include specifically the carried working Interest specified in herein aboveAgreement. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved If two or more offerings are made in the search same notice by an acquiring party, the non-acquiring party shall have a separate right of election as to each such interest. Notwithstanding anything to the contrary above, Trek and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine Buxxx xgree that there are economic quantities of oil to the following described lands shall be produced excluded from the “Xxxxxx Lease” lease or any new lease to be acquired under provisions of this agreementParagraph 8. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience for so long as Buxxx xwns its present interest in the oil and gas industry or understand leasehold estate thereof: The North Half of Section 53 and the risks associated with doing business within that industry. Seller acquired 27 acre triangle out of the property but has no first-hand experience and was relying on Southwest corner of Section 39, A-474, all in the Operator to finalize the start-up and maintain the propertyF.X. Xxxxx Xurvey, sell was acquired for investment property.King County, Texas

Area of Mutual Interest. The “ Xxxxxx Well #1” leases and any new lease to be acquired under this agreement, identified within the legal descriptions above, shall be designated as an Area of Mutual Interest (“AMI”) which shall expire on the termination of this Agreement. If any party hereunder Party or any Affiliate of a Party acquires or seeks to acquire any interest within New Prospect Lease in the AMIGunsmoke Prospect during the Term, the Party or Affiliate of a Party acquiring party will notify the non-acquiring party in writing of the terms of the acquisition and any costs and/or obligations incurred pursuant thereto within New Prospect Lease shall, not later than fifteen (15) days following after the time it acquires title to the New Prospect Lease, notify the other Parties of the acquisition. The , in writing, which notification shall include copies of the New Prospect Lease and all instruments of conveyance, paid drafts or checks, all other relevant available information concerning the acquisition, a detailed statement of all third Person out-of-pocket costs relevant thereto, the A.F.E. for any Hydrocarbon well required to be drilled as a condition to earning, title information, leasehold and other burdens, and drafts of all documents necessary to effect an assignment of interest in the New Prospect Lease to the non-acquiring party will elect in writing within thirty Parties. Each non-acquiring Party shall then have twenty (3020) days from its receipt of such notice, as notice within which to elect whether to acquire an undivided working interest equal to its election After First Sales Revenue Interest in and to participate or not participate with its proportionate share of the acquisitionsuch offered New Prospect Lease. Each non-acquiring party’s election Party electing to participate will be accompanied by payment in the acquisition shall pay to the acquiring Party, after receipt of an invoice therefor, its After First Sales Cost Interest share of costs associated all lease bonuses, purchase price, option payments, and other consideration paid or obligations assumed by the acquiring Party in connection with such New Prospect Lease. The failure of any non-acquiring Party to pay to the acquisition. If acquiring Party, in full and in a timely manner as provided in this Article VI, the amounts owed by such non-acquiring Party under this Article VI with respect to such New Prospect Lease shall result in an automatic forfeiture of the non-acquiring party elects not to participate with its proportionate share of Party’s rights in the acquisition, acquisition and shall be an election by the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated time frame shall be deemed an election Party not to participate in the acquisition. If Within five (5) days of a non-acquiring Party’s election to participate in an acquisition pursuant to this Article VI and its payment of all amounts owed by such non-acquiring Party under this Article VI with respect to the interest acquired covers lands lying partially inside and partially outside the boundaries of the AMIrelevant New Prospect Lease, the acquiring party Party shall offer execute an assignment of interest in the entirety relevant New Prospect Lease in substantially the form of such interest Conveyance to the non-acquiring partyParties electing to so participate. If a No assignment of interest shall be made, however, unless the non-acquiring party acquires its proportionate share Parties electing to participate have paid to the acquiring Party all amounts owed by such non-acquiring Parties under this Article VI with respect to the relevant New Prospect Lease. All assignments of such interest, interests in New Prospect Leases shall convey the lands lying outside net revenue interest obtained in the AMI and covered acquisition of the relevant New Prospect Lease. Any New Prospect Lease not acquired by all of the Parties having a right to acquire the same shall be owned by the interest acquired, shall become a part acquiring Parties outside of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to this Agreement and terms hereof, except that the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely to a JOA between the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying acquiring Parties on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertyform attached as Exhibit “C”.

Area of Mutual Interest. (i) The “ Xxxxxx Well #1” parties hereto hereby establish an area of mutual interest (the "AMI") consisting of the lands in the 23.138 square mile area in St. Charles Parish, Louisiana covered by that certain 3D seismic survxx xxxxxxxxx xwned by Seller, which lands are outlined in the plat attached as Exhibit C hereto. This AMI shall remain in force and effect for a period equal to the longer of (A) four (4) years from the Closing Date or (B) ending on the date on which the Development Agreement (as defined below) expires or is terminated, unless sooner terminated by mutual agreement of the parties. (ii) During the term of this AMI, if any party ("Acquiring Party") acquires any oil and gas leases or any interest therein, any mineral interest or other contracts with respect thereto which affect lands and any new lease to be acquired under this agreement, identified minerals lying within the legal descriptions above, shall be designated as an Area of Mutual Interest AMI (“AMI”) which shall expire on the termination of this Agreement. If any party hereunder acquires any interest within the AMIa "Subject Interest"), the Acquiring Party shall promptly advise the other party hereto ("Offeree") of such acquisition. In such event, Offeree shall have the right to acquire an undivided percentage of the Subject Interest equal to its Applicable Percentage. For purposes hereof, the "Applicable Percentage" of each party is as follows: Seller - 90% and Buyer - 10%. Promptly upon acquiring party will notify Subject Interest, the non-acquiring party Acquiring Party shall advise Offeree in writing of the terms of the acquisition and any costs and/or obligations incurred pursuant thereto within fifteen (15) days following the such acquisition. The non-acquiring party will elect in writing within Such written notice shall include full particulars of such acquisition. Offeree shall have a period of thirty (30) days from its after receipt of such notice, as the notice within which to notify the Acquiring Party of its election to participate acquire its Applicable Percentage of the Subject Interest. Failure by the Offeree to give the notice of its election within such 30-day time period shall be deemed to constitute an election by Offeree not to acquire its Applicable Percentage of the Subject Interest. (iii) Within ten (10) days after Offeree notifies the Acquiring Party that it has elected to acquire its Applicable Percentage of the Subject Interest, the Acquiring Party shall execute and deliver an appropriate assignment to Offeree. Any assignment shall be made free and clear of any burdens placed thereon by the Acquiring Party, but otherwise shall be made without warranty of title, either express or not participate implied. (iv) To the extent that Seller acquires a Subject Interest that is located within the Exxon AMI, the following additional provisions shall apply: (1) If the Subject Interest is a lease covering a mineral interest owned by Exxon in the Exxon AMI, Buyer shall be entitled to acquire an undivided ten percent (10%) of 8/8ths in and to such Subject Interest. (2) In addition, if the Subject Interest is created because of Exxon's election to take less than its full share of a Drilling Prospect (with its proportionate such Subject Interest being the share of the acquisition. Each non-acquiring party’s election to participate will be accompanied by payment of its share of costs associated with the acquisition. If the non-acquiring party elects Drilling Prospect that Exxon elected not to participate with its proportionate share take), then the portion of the acquisitionSubject Interest that Buyer is entitled to acquire hereunder shall be in the same proportion that (A) Buyer's interest in the Drilling Prospect bears to (B) the aggregate interest of Buyer and Seller in the Drilling Prospect (excluding the Subject Interest). (v) For purposes of Paragraph 13(a), the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated time frame shall be deemed an election not to participate in the acquisition. If the interest acquired covers lands lying partially inside and partially outside the boundaries of the AMI, the acquiring party shall offer the entirety of such interest to the non-acquiring party. If a non-acquiring party acquires its proportionate share of such interest, the lands lying outside the AMI and covered by the interest acquired, shall become a part of the “ Xxxxxx Well # 1” Lease and any new lease to be acquired subject to this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment property.following definitions apply:

Area of Mutual Interest. The “ Xxxxxx Well #1” leases and any new lease to be acquired under this agreement, identified within the legal descriptions above, shall be designated as an An Area of Mutual Interest (“AMI”) which shall expire is hereby established covering the lands as set out on the termination of Exhibit "A", Article I to this Agreement. If any party hereunder acquires any interest within The AMI shall remain in full force and effect for and during the AMI, term of this Agreement in accordance with the acquiring party will notify the non-acquiring party in writing provisions of Article XIII hereof. Each of the terms parties hereto represents that, as of the effective date hereof, it is not a party to another agreement creating an area of mutual interest conflicting with the one hereby established. (i) A party's AMI interest shall be that party's interest as defined in Article IV of Exhibit "A", in the Contract Area at the time of acquisition of the Acquired Interest. AS to each Acquired Interest each Non-Acquiring Party shall have the option, but not the obligation, to elect to participate in such acquisition hi an amount equal to such party s AMI Interest divided by the AMI Interest of all parties so electing to participate or may elect to limit participation in such acquisition to its applicable percentage set forth in Article IV of Exhibit "A" hereto by paying a like percentage of the acquisition and any costs and/or obligations incurred pursuant thereto of such Acquired Interest. (ii) All parties electing to participate in an Acquired Interest shall notify the Acquiring Party of such election within fifteen (15) days following (forty-eight hours, excluding Saturdays, Sundays and holidays if a drilling rig, completion rig or workover rig is the acquisition. The non-acquiring party will elect in writing operating within thirty (30the AMI which effects the Acquired Interest) days from its after receipt of such notice, as to its election notice from the Acquiring Party. Failure of a party having the right to participate or not participate with its proportionate share of the acquisition. Each non-acquiring party’s election to participate will be accompanied by payment of its share of costs associated with the acquisition. If the non-acquiring party elects not to participate with its proportionate share of the acquisition, the acquiring party may retain the interest for its own benefit. The non-acquiring party’s failure to respond and make payment within the designated time frame timely elect shall be deemed an election by such party not to participate in the acquisitionsuch Acquired Interest. If the interest acquired covers lands lying partially inside and partially outside the boundaries All parties electing to participate hi an Acquired Interest shall promptly remit such party's share of the AMIcosts of acquisition to the Acquiring Party within ten (10) days after receipt of any invoice from the Acquiring Party, the acquiring and such participating party shall offer the entirety of such interest to the non-acquiring party. If a non-acquiring party acquires assume its proportionate share of such interest, all obligations relating to the lands lying outside the AMI and covered by the interest acquired, shall become a part Acquired Interest. Each of the “ Xxxxxx Well # 1” Lease participating parties agrees to execute and any new lease deliver all such assignments, conveyances and other such documents as may be necessary to be acquired subject to this Agreement and the AMI shall be enlarged to include said lands. Each lease, right, vest title or interest acquired under the terms of this AMI shall be subject solely to the burdens specified in this agreement and shall include specifically the carried working Acquired Interest specified in herein above. The prospect needs to be evaluated by Purchaser’s verification efforts with the understanding that a certain amount of risk is involved in the search and joint venture of oil production in this field despite third party geological reports and efforts by Seller parties entitled to determine that there are economic quantities of oil to be produced from the “Xxxxxx Lease” lease or any new lease to be acquired under this agreement. Seller does not normally deal with individuals or companies who are not other oil companies or experienced service contractors or sophisticated investors, and it is understood all parties have experience in the oil and gas industry or understand the risks associated with doing business within that industry. Seller acquired the property but has no first-hand experience and was relying on the Operator to finalize the start-up and maintain the property, sell was acquired for investment propertyparticipate therein.