0001108017-04-000213 Sample Contracts

INSTRUCTIONS FOR USE OF GAS BALANCING AGREEMENT FORM
Gas Balancing Agreement • May 6th, 2004 • Ness Energy International Inc /Nv/ • Crude petroleum & natural gas

This Gas Balancing Agreement form is intended to be used as Exhibit "E" to the 1977, 1982 and 1989 A.A.P.L. Form 610 Model Form Operating Agreements. It is also generally suitable for use with other forms of operating agreements. However, before using this form, both it and the operating agreement in question should be reviewed and revised as required to ensure consistency.

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Party April 12, 2004 Ness Energy International, Inc. Willow Park, Texas 76087 Attention: Mr. Sha Stephens Re: Lease Purchase and AMT Agreement Barnett Shale Project Parker County, Texas
Ness Energy International Inc /Nv/ • May 6th, 2004 • Crude petroleum & natural gas

This letter will evidence the agreement of (“Buyer”) to purchase an undivided eighty-five (85%) percent of the leasehold interests of Ness Energy International, Inc. (Seller’) in and to the Oil and Gas Leases, covering approximately 6,306 acres of land in Parker County, Texas, identified on the Schedule of Leases attached hereto as Exhibit “A” (which Schedule was prepared by Seller, and reflects the gross acres and net mineral acres covered by each Lease), together with all property and rights incident thereto or derived from such leasehold interests; all of the foregoing properties, rights and interests being hereinafter referred to as the “Leases”. Buyer’s agreement to purchase the Leases shall be subject to the following terms and conditions:

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