0001047469-06-011845 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 15th, 2006 • Pinnacle Gas Resources, Inc. • Crude petroleum & natural gas • Delaware

THIS INDEMNIFICATION AGREEMENT (the "Agreement") is effective as of , 2004, by and among Pinnacle Gas Resources, Inc., a Delaware corporation (the "Company"), and (the "Indemnitee").

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CREDIT AGREEMENT dated October 22, 2004 AMONG PINNACLE GAS RESOURCES, INC., as Borrower AND ENCORE BANK, Individually and as Administrative Agent TEXAS CAPITAL BANK, N.A., Individually and as Collateral Agent AND THE LENDERS FROM TIME TO TIME PARTY HERETO
Credit Agreement • September 15th, 2006 • Pinnacle Gas Resources, Inc. • Crude petroleum & natural gas • Texas

THIS CREDIT AGREEMENT is entered into as of October 22, 2004, by and between PINNACLE GAS RESOURCES, INC., a Delaware corporation, the Lenders from time to time party hereto, TEXAS CAPITAL BANK, N.A., as Collateral Agent, and ENCORE BANK, as Administrative Agent. Certain terms used herein are defined in Section 1.1.

PURCHASE AND SALE AGREEMENT between KENNEDY OIL and PINNACLE GAS RESOURCES, INC.
Purchase and Sale Agreement • September 15th, 2006 • Pinnacle Gas Resources, Inc. • Crude petroleum & natural gas • Wyoming

THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made and entered into as of February 7, 2006, by and between Kennedy Oil, a Wyoming corporation ("Seller"), and Pinnacle Gas Resources, Inc., a Delaware corporation ("Buyer").

FIRST AMENDMENT AND WAIVER
Credit Agreement • September 15th, 2006 • Pinnacle Gas Resources, Inc. • Crude petroleum & natural gas • Texas

This FIRST AMENDMENT AND WAIVER (this "Amendment") dated as of March 30, 2006 is entered into by and among Pinnacle Gas Resources, Inc., a Delaware corporation (the "Borrower"), Encore Bank, as Administrative Agent (the "Agent"), and Texas Capital Bank, N.A., as Collateral Agent (the "Collateral Agent"). The Agent and the Collateral Agent are also collectively referred to herein as the "Lenders."

PINNACLE GAS RESOURCES, INC. STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT
Stock Option Agreement • September 15th, 2006 • Pinnacle Gas Resources, Inc. • Crude petroleum & natural gas • Delaware

This Stock Option Agreement (this "Agreement") is made and entered into effective as of the date of grant set forth below (the "Date of Grant") by and between Pinnacle Gas Resources, Inc., a Delaware corporation (together with its Subsidiary or Subsidiaries, if any, the "Company"), and , an individual resident of the State of Wyoming ("Optionee").

PINNACLE GAS RESOURCES, INC. AMENDED AND RESTATED STOCK INCENTIVE PLAN RESTRICTED STOCK GRANT AGREEMENT
Restricted Stock Grant Agreement • September 15th, 2006 • Pinnacle Gas Resources, Inc. • Crude petroleum & natural gas • Delaware

This Restricted Stock Grant Agreement (this "Agreement") is made and entered into effective as of the 11thday of April, 2006 (the "Grant Date"), by and between Pinnacle Gas Resources, Inc., a Delaware corporation (together with any subsidiaries, the "Company"), and , an individual resident of the State of ("Participant").

GAS GATHERING AGREEMENT Between BITTER CREEK PIPELINES, LLC "GATHERER" and Pinnacle Gas Resources, Inc Quaneco L.L.C. and Dolphin Energy Corporation Collectively "SHIPPER" LOW PRESSURE FIELD GATHERING CONTRACT # 077028
Gas Gathering Agreement • September 15th, 2006 • Pinnacle Gas Resources, Inc. • Crude petroleum & natural gas • Montana

This Gas Gathering Agreement ("Agreement") is by and between, Bitter Creek Pipelines, LLC ("Gatherer"), a Colorado limited liability company, and Pinnacle Gas Resources, Inc., Quaneco L.L.C. and Dolphin Energy Corporation, (collectively "Shipper"). Gatherer and Shipper may be jointly referred to as the "Parties." Unless otherwise specified herein, this Agreement is to be effective the later of January 1, 2006 or the completion of the pipeline and compression facilities needed to gather the gas.

EMPLOYMENT AGREEMENT
Employment Agreement • September 15th, 2006 • Pinnacle Gas Resources, Inc. • Crude petroleum & natural gas • Wyoming

This AGREEMENT (the "Agreement") by and between Pinnacle Gas Resources, Inc., a Delaware corporation (the "Company") and Peter G. Schoonmaker (the "Executive"), dated as of the 23rd day of June, 2003, and to be effective as of the Agreement Effective Date (as defined herein).

GAS GATHERING AGREEMENT Between BITTER CREEK PIPELINES, LLC "GATHERER" and PINNACLE GAS RESOURCES, INC., QUANECO L.L.C. and DOLPHIN ENERGY CORPORATION Collectively "SHIPPER" HIGH PRESSURE GATHERING LINE CONTRACT # 077027
Gas Gathering Agreement • September 15th, 2006 • Pinnacle Gas Resources, Inc. • Crude petroleum & natural gas • Wyoming

This Gas Gathering Agreement ("Agreement") is made and entered into this day of 2005, between, Bitter Creek Pipelines, LLC ("Gatherer"), a Colorado LLC, and Pinnacle Gas Resources, Inc., Quaneco L.L.C. and Dolphin Energy Corporation (collectively "Shipper"). Gatherer and Shipper may be jointly referred to as the "Parties."

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • September 15th, 2006 • Pinnacle Gas Resources, Inc. • Crude petroleum & natural gas • Wyoming

THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made and entered into by and between Pennaco Energy, Inc., whose address is P. O. Box 3128, Houston, Texas 77253, hereinafter referred to as "Seller", and Pinnacle Gas Resources, Inc., whose address is 1 East Alger, Suite 206, Sheridan, Wyoming 82801 hereinafter referred to as "Buyer". Seller and Buyer are sometimes referred to individually as a "Party" or collectively as the "Parties". The terms and conditions of this Agreement are as follows:

MIDSTREAM TRANSPORTATION AGREEMENT Between CLEAR CREEK NATURAL GAS, LLC (CCNG) And PINNACLE GAS RESOURCES, INC. (Producer) EFFECTIVE DATE: DECEMBER 1, 2003
Midstream Transportation Agreement • September 15th, 2006 • Pinnacle Gas Resources, Inc. • Crude petroleum & natural gas • Wyoming

THIS MIDSTREAM TRANSPORTATION AGREEMENT ("Agreement") is effective December 1, 2003 (the "Effective Date"), by and between CLEAR CREEK NATURAL GAS, LLC, a Wyoming Limited Liability Company, hereinafter referred to as "CCNG," and PINNACLE GAS RESOURCES, INC, a, Delaware Limited Liability Company, hereinafter referred to as "Producer." CCNG and Producer are sometimes herein referred to collectively as "Parties" and singularly as "Party."

TERMINATION OF AREA OF MUTUAL INTEREST ("AMI") AGREEMENT
Termination of Area of Mutual Interest Agreement • September 15th, 2006 • Pinnacle Gas Resources, Inc. • Crude petroleum & natural gas • Wyoming

This Termination of Area of Mutual Interest Agreement (the "Agreement") is made this 16 day of February, 2006, but effective as set forth below, among Pinnacle Gas Resources, Inc., a Delaware corporation (the "Company"); CCBM, Inc., a Delaware corporation ("CCBM"); Carrizo Oil & Gas, Inc., a Texas corporation ("Carrizo"); U.S. Energy Corp., a Wyoming corporation ("U.S. Energy"); Crested Corp., a Colorado corporation ("Crested"), and the CSFB Parties (as defined below); each a "Party" and collectively the "Parties."

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