On March 30, 2012, Tri-Valley Corporation (“Tri-Valley”) and the George T. Gamble 1991 Trust (the “Gamble Trust”), being the holder of all three Existing Notes, entered into a Senior Secured Note and Warrant Purchase Agreement (the “Purchase...

Exhibit 10.8

April 3, 2012

Xxxxxx X. Xxxxxx 1991 Trust

c/o G. Xxxxxx Xxxxxx, Trustee

X.X. Xxx 000

Xxxxxxxx, XX 00000

Re:           ORRI Payment Deferral

Dear Xxx:

On March 30, 2012, Tri-Valley Corporation (“Tri-Valley”) and the Xxxxxx X. Xxxxxx 1991 Trust (the “Xxxxxx Trust”), being the holder of all three Existing Notes, entered into a Senior Secured Note and Warrant Purchase Agreement (the “Purchase Agreement”), pursuant to which the parties cancelled the Existing Notes in exchange for a new Senior Secured Note in aggregate principal amount of $3,298,309.84 (which includes interest accrued through March 1, 2012), due April 30, 2013 (the “Senior Secured Note”), plus a Warrant to purchase 3,000,000 shares of Common Stock, at an exercise price equal to $0.19 per share. Capitalized terms used in this letter without definition have the respective meanings ascribed thereto in the Purchase Agreement.

Reference is hereby made to the Assignment of Overriding Royalty Interest, dated as of March 30, 2012 (the “Assignment”), executed by Tri-Valley Oil & Gas Co. (“TVOG”) in favor of the Xxxxxx Trust, pursuant to which, as an inducement to the Xxxxxx Trust to provide longer-term funding to Tri-Valley, TVOG assigned to the Xxxxxx Trust, in perpetuity, the following overriding royalty interests (collectively, the “Assigned XXXXx”): (i) 2.0% of its overriding royalty interests on the Xxxxxxx lease, (ii) 1.0% of its overriding royalty interests with respect to all of the other leases (besides the Xxxxxxx lease) described on Exhibit A attached to the Assignment, and (iii) 1.0% of its overriding royalty interests on any other currently held or hereafter acquired lease within the area of mutual interest specified therein.  The parties desire to provide that payment of the overriding royalties due under the Assigned XXXXx will not commence until after all Obligations under the Senior Secured Note are paid in full.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree that the payment of overriding royalties payable to the Xxxxxx Trust under the Assigned XXXXx will not commence until after all Obligations under the Senior Secured Note are paid in full (the “Payoff Date”).  Once all Obligations are paid in full, TVOG shall commence payment of the overriding royalties payable under the Assigned XXXXx, as follows: (i) all overriding royalties that have accrued from April 1, 2012 through the Payoff Date under the Assigned XXXXx shall be paid by TVOG to the Xxxxxx Trust by no later than the fifth (5th) business day following the Payoff Date; and (ii) all overriding royalties that are earned under the Assigned XXXXx after the Payoff Date shall be paid within net thirty (30) days after the month during which the applicable production occured.

This letter shall be construed in connection with and as part of the Assignment and each other applicable Transaction Document, and all terms, conditions, and covenants set forth in the Assignment and each other applicable Transaction Document, as applicable, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.

This letter may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature Page Follows]

To acknowledge your acceptance of the terms of this letter, please so indicate in the space provided below.

	Sincerely,
	Tri-Valley Oil & Gas Co.
	By:	/s/ Xxxxxx X. Xxxxxxxxxx
		Xxxxxx X. Xxxxxxxxxx, President
		and Chief Executive Officer
	Tri-Valley Corporation
	By:	/s/ Xxxxxx X. Xxxxxxxxxx
		Xxxxxx X. Xxxxxxxxxx, President
		and Chief Executive Officer

Accepted and agreed as of the date first above written:

XXXXXX X. XXXXXX 1991 TRUST

By:	/s/ G. Xxxxxx Xxxxxx
	G. Xxxxxx Xxxxxx, Trustee