0001144204-06-051041 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • December 1st, 2006 • CrossPoint Energy CO • Gold and silver ores • Texas

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into on this 27th day of November, 2006 (the “Effective Date”), by and between CrossPoint Energy Company, a Nevada corporation, with its principal executive offices in Frisco, Texas (the “Company”), and Daniel F. Collins, an individual currently residing in Lewisville, Texas (“Employee”).

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CREDIT AGREEMENT Dated as of SEPTEMBER 2, 2005 among CROSSPOINT ENERGY HOLDINGS, LLC as Borrower, D. B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P., as Administrative Agent, and THE LENDERS PARTY HERETO Sole Lead Arranger PETROBRIDGE INVESTMENT MANAGEMENT LLC
Credit Agreement • December 1st, 2006 • CrossPoint Energy CO • Gold and silver ores • New York

This CREDIT AGREEMENT dated as of September 2, 2005, is among Crosspoint Energy Holdings, LLC, a limited liability company duly formed and existing under the laws of the State of Texas (the “Borrower”); each of the Lenders from time to time party hereto; and D. B. Zwirn Special Opportunities Fund, L.P., a Delaware limited partnership (as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

COMMON UNIT PURCHASE WARRANT To Purchase __________ Common Units of CROSSPOINT ENERGY COMPANY
Common Unit Purchase Warrant • December 1st, 2006 • CrossPoint Energy CO • Gold and silver ores

THIS COMMON UNIT PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from CrossPoint Energy Company, a Texas limited liability company (the “Company”), up to ______ Common Units (the “Warrant Units”) of the Company (the “Common Units”). The purchase price of one Common Unit under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 1st, 2006 • CrossPoint Energy CO • Gold and silver ores • Texas

This Indemnification Agreement (the “Agreement”) is made and entered into by and among CrossPoint Energy, LLC, a limited liability company formed in Texas (the “Company”), Daniel F. Collins (“Collins”), Jeffery A. Krakos (“Krakos”), Rosa L. Collins (“R. Frazier”), and DeAnn C. Krakos (“D. Krakos”) (Collins, Krakos, R. Collins and D. Krakos are sometimes collectively referred to herein as the “Related Parties”).

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