0000313395-05-000066 Sample Contracts

TRANSITION SERVICES AGREEMENT
Transition Services Agreement • November 9th, 2005 • Exploration Co of Delaware Inc • Crude petroleum & natural gas • Texas

This TRANSITION SERVICES AGREEMENT ("Agreement") is made and entered into this 30th day of September, 2005, between EnCana Oil & Gas (USA) Inc. ("EnCana"), and The Exploration Company of Delaware, Inc. ("TXCO").

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WAIVER AND SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • November 9th, 2005 • Exploration Co of Delaware Inc • Crude petroleum & natural gas • Texas

This WAIVER AND SECOND AMENDMENT TO CREDIT AGREEMENT (this "Second Amendment") is made and entered into effective as of August 23, 2005, between THE EXPLORATION COMPANY OF DELAWARE, INC., a Delaware corporation (the "Borrower") and GUARANTY BANK, FSB, a federal savings bank (the "Lender").

PARTIAL ASSIGNMENT OF OIL, GAS AND MINERAL LEASES
Exploration Co of Delaware Inc • November 9th, 2005 • Crude petroleum & natural gas

WHEREAS, The Exploration Company of Delaware, Inc. (“Seller”), whose address is 500 N. Loop 1604 East, Suite 250, San Antonio, Texas 78232 and EnCana Oil & Gas (USA) Inc. (“Buyer”), whose mailing address is 14001 North Dallas Parkway, Suite 1000, Dallas, Texas 75240 have entered into a Purchase and Sale Agreement dated September 1, 2005 (the “PSA”), under which Seller agrees to assign to Buyer fifty percent of its interest in the so-called ‘Northern Lands’ limited to certain depths as described below (the “Deep Rights”), with Seller retaining rights to all other depths (the “Shallow Rights”). As a result, both Seller and Buyer will have ownership of the Deep Rights under these certain leases and have entered into a joint operating agreement governing same (the “Northern Lands JOA). In addition to the conveyance thereof, the parties set forth below their agreement as to the maintenance and obligations attributable to those leases.

SEISMIC DATA LICENSE AGREEMENT
Seismic Data License Agreement • November 9th, 2005 • Exploration Co of Delaware Inc • Crude petroleum & natural gas • Texas

This Seismic Data License Agreement ("License") is made on this 1st day of September, 2005 between THE EPLORATION COMPANY OF DELAWARE, INC., a Delaware corporation ("Licensor") and EnCana Oil & Gas (USA) Inc., a Delaware corporation ("Licensee").

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