0001104659-05-056983 Sample Contracts

FIRST AMENDMENT TO MUTUAL RELEASE AND SETTLEMENT AGREEMENT
Mutual Release and Settlement Agreement • November 21st, 2005 • Nathaniel Energy Corp • Miscellaneous manufacturing industries

This First Amendment to Mutual Release and Settlement Agreement (“Amendment”) dated and effective September 14, 2005, is made by and between Nathaniel Energy Corporation, a Delaware corporation (“Nathaniel”), and Merrick & Company, a Colorado corporation (“Merrick”). The parties to this Agreement are collectively referred to herein as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Release Agreement (defined below) after giving effect to this Amendment.

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • November 21st, 2005 • Nathaniel Energy Corp • Miscellaneous manufacturing industries • New York

AGREEMENT made as of the 29th day of September, 2005, by and between RICHARD C. STRAIN, residing at 15 Loockerman Avenue, Poughkeepsie, New York 12601 (“Seller”), NATHANIEL ENERGY OKLAHOMA HOLDINGS CORPORATION a/k/a NATHANIEL ENERGY OKLAHOMA HOLDINGS, INC., an Oklahoma corporation with its principal place of business at 8001 South InterPort Blvd., Suite 260, Englewood, CO 80112 (the “Corporation”) and NATHANIEL ENERGY CORPORATION, a Delaware corporation, with its principal place of business at 8001 South InterPort Blvd., Suite 260, Englewood, CO 80112 (“Purchaser”).

MUTUAL RELEASE AND SETTLEMENT AGREEMENT
Mutual Release and Settlement Agreement • November 21st, 2005 • Nathaniel Energy Corp • Miscellaneous manufacturing industries • Colorado

This MUTUAL RELEASE AND SETTLEMENT AGREEMENT (“Agreement”), dated and effective August 3, 2005, is made by and between Nathaniel Energy Corporation, a Delaware corporation (“Nathaniel”) and Merrick & Company, a Colorado corporation (“Merrick”). The parties to this Agreement are collectively referred to as the “Parties.”

PURCHASE AND SALE AGREEMENT BY AND BETWEEN NATHANIEL ENERGY CORPORATION NATHANIEL ENERGY OKLAHOMA HOLDINGS CORPORATION AND MCNIC RODEO GATHERING, INC. SELLER AND MIDSTREAM ENERGY SERVICES, LLC BUYER ENTERED INTO SEPTEMBER 30, 2005
Purchase and Sale Agreement • November 21st, 2005 • Nathaniel Energy Corp • Miscellaneous manufacturing industries • Oklahoma

Nathaniel Energy Corporation, a Delaware corporation (“NEC”), Nathaniel Energy Oklahoma Holdings Corporation, an Oklahoma corporation (“NEOHC”) and MCNIC Rodeo Gathering, Inc., a Michigan corporation (“MCNIC”) (NEC, NEOHC, and MCNIC collectively, “Seller”) and Midstream Energy Services, LLC, an Oklahoma limited liability company (“Midstream” or “Buyer”) enter into this Purchase And Sale Agreement (“PSA”) as of September 30, 2005. Buyer and Seller may be referred to in this PSA individually as a “Party” or collectively as the “Parties”. Unless otherwise defined in the body of this PSA, all capitalized will have the meaning given to them in Exhibit A. All Exhibits and Schedules referenced and attached to this PSA are incorporated herein by reference and are made a part of this PSA.

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