KAYNE ANDERSON ENERGY FUND II, L.P. 1800 Avenue of the Stars, 2nd Floor Los Angeles, California 90067 August 5, 2003 The Exploration Company of Delaware, Inc. 500 North Loop 1604 E., Suite 250 San Antonio, Texas 78232 Gryphon Master Fund, L.P. 500...

Exhibit 4.4

XXXXX XXXXXXXX ENERGY FUND II, L.P.
0000 Xxxxxx xx xxx Xxxxx, 0xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000

August 5, 2003

The Exploration Company of Delaware, Inc.
000 Xxxxx Xxxx 0000 X., Xxxxx 000
Xxx Xxxxxxx, Xxxxx 00000

Gryphon Master Fund, L.P.
000 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxx, XX 00000

     Re:     Amendment to Subscription Agreement

Ladies and Gentlemen:

     As you know, Xxxxx Xxxxxxxx Energy Fund II, L.P., The Exploration Company of Delaware, Inc. and Gryphon Master Fund, L.P. are parties to that certain Subscription Agreement dated as of August 1, 2003 (the "Subscription Agreement"). For ease of reference, capitalized terms not defined in this letter agreement (this "Agreement") shall have the meanings given such terms in the Subscription Agreement.

     The Company and the Purchasers agree to amend the Subscription Agreement by deleting in its entirety clause (iii) of the definition of "Credit Facility Amendment" contained in Section 6.22 of the Subscription Agreement (the "Original Language") and replacing such clause with the following (the "Amended Language"):

"waives any breach, default and any recourse resulting from the
Company's noncompliance with the minimum current ratio
obligation described in Section 5.15(a) of the Credit Facility on or
prior to the Closing Date"

     The Company and the Purchasers (i) acknowledge and agree that the Amended Language shall be substituted for, and shall replace the Original Language for all purposes, and the Original Language shall have no further force or effect and (ii) acknowledge and agree that the Amended Language, and not the Original Language, shall be deemed to have been incorporated within the Subscription Agreement for all purposes at all times from and after the time of execution of the Subscription Agreement on August 1, 2003.

     This Agreement (i) shall be deemed to be a contract under, and shall be construed, interpreted and governed by, the laws of the State of Texas, excluding any conflict of laws principles, (ii) may be executed in multiple counterparts, each of which, when executed, shall be deemed an original, and all of which shall constitute but one and the same instrument, and (iii) shall be binding upon and shall inure to the benefit of the Company and the Purchasers and their respective successors and assigns.

********

If the foregoing accurately reflects our agreement with respect to the foregoing, please execute this Agreement in the space provided below.
			Sincerely,
			XXXXX XXXXXXXX ENERGY FUND II, L.P.
			By:       Xxxxx Xxxxxxxx Capital Advisors, L.P., its
				General Partner
				By:       Xxxxx Xxxxxxxx Investment
					Management, Inc., its General
					Partner
			By:	/s/  X. X. Xxxxx
			Name:	Xxxxxxx X. Xxxxx III
			Title:	Managing Director
AGREED TO AND ACCEPTED AS OF THE DATE OF THIS AGREEMENT, BY:
THE EXPLORATION COMPANY OF DELAWARE, INC.
By:	/s/  Xxxxx X. Xxxxxx
Name:	Xxxxx X. Xxxxxx
Title:	President
GRYPHON MASTER FUND, L.P.
By:	Gryphon Partners, L.P., its General Partner
	By:	Gryphon Management Partners, L.P., its General Partner By:    Gryphon Advisors, LLC, its          General Partner
By:	/s/  X. X. Xxxx
Name:	X. X. Xxxx, XX
Title:	Authorized Agent