0000912057-01-536472 Sample Contracts

JOINT OPERATING AGREEMENT AMITY OIL NL GEOPETRO COMPANY SEVEN SEAS PETROLEUM AUSTRALIA INC. PENNZOIL EXPLORATION AUSTRALIA, INC.
Joint Operating Agreement • October 24th, 2001 • Geopetro Resources Co • Western Australia

SEVEN SEAS PETROLEUM AUSTRALIA INC. of Suite 305, Reunion Centre Building, Nine East Fourth, Tulsa, Oklahoma 74103, United States of America ("Seven Seas")

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YAPEN BLOCK EXPLORATION JOINT VENTURE JOINT OPERATING AGREEMENT
Joint Operating Agreement • October 24th, 2001 • Geopetro Resources Co • Virgin Islands

THIS AGREEMENT, the "Agreement" or "JOA", is effective the 1st day of January, 2000 between CONTINENTAL ENERGY CORPORATION ("CEC") a Canadian, British Columbia corporation, APEX (YAPEN) LTD. ("Apex Yapen") a British Virgin Islands corporation, and GEOPETRO RESOURCES COMPANY ("GeoPetro") a U.S.A., California corporation. All of the aforementioned are parties to this Agreement are hereinafter referred to individually as "Party" and collectively as "Parties" and each Party occupies an address as set forth in Article-33.

MASTER AGREEMENT
Master Agreement • October 24th, 2001 • Geopetro Resources Co • Texas

This Master Agreement (this "Agreement") is made and entered into as of the 15th day of June, 2001, by and among Redwood Energy Production, L.P., a Texas limited partnership ("Redwood"), Gateway Processing Company, a Texas corporation ("Gateway"), and Hanover Compression Limited Partnership, a Delaware limited partnership ("Hanover"). Redwood, Gateway, and Hanover are sometimes hereinafter individually referred to as a "Party" and collectively referred to as the "Parties."

DAVID V. CREEL EMPLOYMENT AGREEMENT DATED APRIL 28, 1998
Employment Agreement • October 24th, 2001 • Geopetro Resources Co • California

This Employment Agreement is dated April 28, 1998 but is effective as June 1, 1998 (the "Effective Date"), between GeoPetro Resources Company ("Company") and David V. Creel ("Employee").

APEX BENGARA-II AND YAPEN FARM OUT AGREEMENT
Farm Out Agreement • October 24th, 2001 • Geopetro Resources Co

THIS FARM OUT AGREEMENT (this "Agreement" or "FOA"), is made effective as of the 1st day of January, 2000, by and between CONTINENTAL ENERGY CORPORATION ("CEC"), a British Columbia, Canada corporation located at Suite 1760, One Bentall Center, 505 Burrard Street, Vancouver, B.C., V7X-1M6, Canada, GEOPETRO RESOURCES COMPANY (the "Farmee"), a California, U.S.A. corporation located at Suite 400, One Maritime Plaza, San Francisco, CA, 94111, USA, APEX (BENGARA-II) LTD. ("Apex Bengara"), a British Virgin Islands corporation located at 3rd Floor, Ampera Raya Building, Jl. Ampera Raya 18, Jakarta, 12560, Indonesia, and APEX (YAPEN) LTD. ("Apex Yapen"), a British Virgin Islands corporation located at 3rd Floor, Ampera Raya Building, Jl. Ampera Raya 18, Jakarta, 12560, Indonesia. CEC, the Farmee, Apex Bengara and Apex Yapen are sometimes hereinafter referred to individually as a "Party" and collectively as the "Parties".

PRODUCTION SHARING CONTRACT YAPEN—DATED SEPTEMBER 27, 1999
Geopetro Resources Co • October 24th, 2001

THIS CONTRACT, made and entered into on this ......... day of .............. 1998 by and between PERUSAHAAN PERTAMBANGAN MINYAK DAN GAS BUMI NEGARA, a State Enterprise, established on the basis of Law No. 8/1971, hereinafter called "PERTAMINA", party of the first part, and APEX (YAPEN) LTD., a corporation organized and existing under the laws of British Virgin Islands, hereinafter called "CONTRACTOR", party of the second part, both hereinafter sometimes referred to either individually as the "Party" or collectively as the "Parties".

PRODUCTION SHARING CONTRACT BENGARA II—DATED DECEMBER 4, 1997
Contract • October 24th, 2001 • Geopetro Resources Co
BENGARA-II BLOCK EXPLORATION JOINT VENTURE JOINT OPERATING AGREEMENT
Venture Joint Operating Agreement • October 24th, 2001 • Geopetro Resources Co • Virgin Islands

This Agreement, the "Agreement" or "JOA", is effective the 1st day of January, 2000 between CONTINENTAL ENERGY CORPORATION ("CEC") a Canadian, British Columbia corporation, APEX (BENGARA-II) Ltd. ("Apex Bengara") a British Virgin Islands corporation, and GEOPETRO RESOURCES COMPANY ("GeoPetro") a U.S.A., California corporation. All of the aforementioned are parties to this Agreement are hereinafter referred to individually as "Party" and collectively as "Parties" and each Party occupies an address as set forth in Article-33.

DAVID V. CREEL EMPLOYMENT AGREEMENT DATED JUNE 15, 2000
Employment Agreement • October 24th, 2001 • Geopetro Resources Co

This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is made as of this 15th day of June 2000, by and between GeoPetro Resources Company, a California corporation ("Company") and David V. Creel ("Employee").

EMPLOYMENT AGREEMENT
Employment Agreement • October 24th, 2001 • Geopetro Resources Co • California

This Employment Agreement is dated July 28, 1997 and effective as of July 1, 1997 (the "Effective Date"), between GeoPetro Resources Company ("Company") and Stuart Doshi ("Executive").

ORIGINAL AND AMENDED ARTICLES OF INCORPORATION OF GEOPETRO
Geopetro Resources Co • October 24th, 2001
PURCHASE AND SALE AGREEMENT
Escrow Agreement • October 24th, 2001 • Geopetro Resources Co • Texas

This Agreement made and entered into this 29th day of December, 2000, by and between Panther Rodessa, L.P., a Texas limited partnership, whose address is 1021 Main Street, Suite 1290, Houston, TX 77002 ("Panther"); Newstar Energy U.S.A., Inc., an Ohio corporation, whose address is 1905 Abbott Road, East Lansing, MI 48826-1799 ("Newstar"); Frederick R. McCord, Trustee ("McCord"), whose address is Suite 1400, 1021 Main Street, Houston, Texas 77002 ("McCord"), (Panther, Newstar and McCord being collectively referred to herein as "Seller") and Redwood Energy Production, L.P., a Texas Limited Partnership, whose address is One Maritime Plaza, Suite 400, San Francisco, CA 94111 ("Redwood") who will be referred to herein as "Buyer".

EMPLOYMENT AGREEMENT
Employment Agreement • October 24th, 2001 • Geopetro Resources Co • California

THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into effective as of June 19, 2000, by and between Geo Petro Resources Company, a California corporation located at One Maritime Plaza, Suite 400, San Francisco, California 94111, together with its successors and assigns permitted under this Agreement (hereinafter the "Company") and J. Chris Steinhauser, an individual and resident of the State of California (hereinafter "Employee") located at 26 Moonlight, Irvine, California 92612.

MEMORANDUM OF UNDERSTANDING EXPLORATION PERMIT EP 408
Geopetro Resources Co • October 24th, 2001 • Western Australia

Amity Oil Limited ("Amity"), Southern Amity, Inc ("Southern Amity") and GeoPetro Resources Company ("GeoPetro") are parties to a joint operating agreement dated 28 October 1997 ("JOA") and are the registered holders of Exploration Permit EP 408 ("Permit"). Southern Amity and GeoPetro (together the "Farmor") and Amity are offering to Whicher Range Gasfields Limited (the "Farminee") the opportunity to earn an undivided 30% interest in the Permit and in the JOA ("Percentage Interest") and thereafter Southern Amity is offering the Farminee the right to earn a further undivided 1.55% Percentage Interest on the terms and conditions set out in this Memorandum of Understanding ("MOU").

STUART DOSHI EMPLOYMENT AGREEMENT AMENDMENT DATED JANUARY 11, 2001
Employment Agreement • October 24th, 2001 • Geopetro Resources Co

This AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is made as of this 11th day of January 2001, by and between GeoPetro Resources Company, a California corporation ("Company") and Stuart Doshi ("Executive").

SUBLEASE AGREEMENT
Sublease Agreement • October 24th, 2001 • Geopetro Resources Co

This Sublease Agreement ("Sublease") is made as of , 1999 by and between the GeoPetro RESOURCES COMPANY (hereinafter referred to as "Sublessee"), and GRAHAM & JAMES LLP, a limited liability partnership (hereinafter referred to as "Sublessor").

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