0000893538-03-000005 Sample Contracts

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RECITALS
Registration Rights Agreement • February 13th, 2003 • St Mary Land & Exploration Co • Crude petroleum & natural gas • Utah
RECITALS
Standstill Agreement • February 13th, 2003 • St Mary Land & Exploration Co • Crude petroleum & natural gas • Utah
RECITALS
Put and Call Option Agreement • February 13th, 2003 • St Mary Land & Exploration Co • Crude petroleum & natural gas • Utah
RECITALS
Share Transfer Restriction Agreement • February 13th, 2003 • St Mary Land & Exploration Co • Crude petroleum & natural gas • Utah
Re: Addendum to Purchase and Sale Agreement dated December 13, 2002
St Mary Land & Exploration Co • February 13th, 2003 • Crude petroleum & natural gas

Pursuant to that certain Purchase and Sale Agreement dated December 13, 2002, by and between Flying J Oil & Gas Inc. and Big West Oil & Gas Inc. as Seller and NPC Inc. as Buyer (the "PSA"), the Purchase Price as adjusted is to be paid in the form of common stock of St. Mary Land & Exploration Company ("St. Mary") such stock being referred to as the "St. Mary Common Stock". The parties to the PSA have agreed to the value of the Title Defects yielding a reduction to the Purchase Price in the amount of $479,548.

INDEMNITY GUARANTEE
Indemnity Guarantee • February 13th, 2003 • St Mary Land & Exploration Co • Crude petroleum & natural gas
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