Agreement for the Sale and Purchase of the Entire Issued

PROVISIONS FOR JOA '82 REVISED

Reassignment of Interest.

Notwithstanding any other provisions in this Agreement, if during its term, a well is required to be drilled, deepened, reworked, plugged back, sidetracked, or recompleted, or any other operation that may be required in order to (1) continue a Lease or Leases in force and effect, or (2) maintain a unitized area or any portion of it in and to any Oil and/or Gas and other interest which may be owned by a third party or which, failing in the operation, may revert to a third party, or (3) comply with an order issued by a regulatory body having jurisdiction in the premises, failing in which certain rights would terminate, the following shall apply. The party desiring to drill, deepen, rework, plug back, sidetrack, recomplete, or to perform any other operation that may be required pursuant to this paragraph, shall give the other parties written notice of the proposed operation specifying the work to be performed, the location, proposed depth, objective formation, and the estimated cost of the operation. The parties receiving the notice shall have fifteen (15) days after receipt of the notice within which to notify the party wishing to do the work whether they elect to participate in the proposed operation, and any party electing to participate must pay its share of the cost within the fifteen (15) day period after receipt of the notice, failing in which the parties interest who elected to participate but did not timely pay will be subject to the reassignment provision set forth below. If a drilling rig is on location, notice of a proposal to rework, drill, deepen, plug back, sidetrack, recomplete, or any other operation pursuant to this paragraph A may be given by telephone and the response period shall be limited to forty-eight (48) hours inclusive of Saturdays, Sundays, and legal holidays. Failure of a party receiving the notice to reply or pay its share of the cost within the period specified above shall make the parties interest subject to the reassignment provision provided for below. Any notice or response given by telephone shall be promptly confirmed in writing.

Promptly following the conclusion of such operation, each nonparticipating party agrees to execute and deliver an appropriate assignment or Lease to the participating parties of the total interest of each nonparticipating party in and to the Lease, Leases, agreement, or rights which would have terminated and which otherwise may have been preserved by virtue of the operation and in all the Oil and Gas Leases subject to this Agreement excepting, however, any well bore insofar and only insofar as the well bore includes the then producing formation in the well bore previously completed and capable of producing in paying quantities. Any assignment or Lease shall be unencumbered as to any burdens not currently effecting the Ease or burden provided for in this Agreement.

Compliance with Federal Laws.

Operator shall comply where applicable with the following clauses contained in 41 CFR:

• 60-1.4(a) (Equal Employment Opportunity);
• 1-12.803-10 (Certification of Non-Segregated Facilities);
• 60-250 (Employment Opportunity for Veterans);
• 60-741 (Employment Opportunity for Handicapped Individuals);
• 1-1.710 (Subcontracting With Small Business Concerns);
• 1-1.805 (Subcontracting With Labor Surplus Area Concerns);
• 1.1.1310 (Subcontracting With Minority Business Enterprises);
• 1.1.2302-2 (Environmental Protection)

These clauses are incorporated by reference if and to the extent applicable to this contract by law, executive order, or regulation. Operator represents that he is in compliance with the reporting requirements of 41 CFR 60-1.7 and the Affirmative Action Program requirements of 41 CFG 60-1.40 and 60-2.

Operator to Receive Payments for Production.

Non-Operators authorize Operator to receive, and direct all product purchasers to pay to Operator, all proceeds of production from or attributable to the Contract Area. As evidence of this authority all products purchasers may rely solely on a copy of this provision, authenticated by Operator, in lieu of the need for any additional consents or transfer orders from the Non- Operators. While Operator is receiving all proceeds of production, Operator obligates itself to make payments of all Working and Royalty Interests Revenues attributable to the Interests covered hereby.

Measuring Facilities.

Any party creating the necessity for separate measure facilities shall alone bear all costs of the facilities. Any party using separate production measurement facilities will keep accurate records of the production in accordance with applicable state and federal regulations, and on Operator's request, under the terms of this Agreement or any agreement executed in conjunction with this Agreement, true and complete copies of the records shall be furnished to Operator. The production records supplied to the Operator shall be treated as confidential information and shall be used by Operator only to the extent necessary to fulfill its duties as Operator.

Form 1.

All costs and expenses incurred by Operator in securing attorneys, geologists, engineers, exhibits and related documentation, for the preparation and filing of material relative to the sale of Oil and/or Gas shall be borne by all parties in accordance with their respective interest as set forth on Exhibit “A” attached to this Agreement.

Form 2.

All costs and expenses, including fees and expenses of attorneys and consultants incurred by Operator, which may arise due to other operators in the area applying for non-standard locations and/or other regulatory hearings, shall be borne by all parties in accordance with their respective interests as set forth in Exhibit “A” attached to this Agreement.

Notice of Agreement.

The parties to this Agreement agree to execute a Notice of Joint Operating Agreement Lien in the form of Exhibit “F” to this Agreement in order to permit perfection of the previously described security interests by placing the NOTICE of record in the county in which the Contract Area is located and in accordance with the Uniform Commercial Code of the State in which the Contract Area is located.

Well Information.

If a party to this Agreement elects not to participate in a proposed operation or, if a consenting party fails to timely pay its share of the cost involved in the operation, and is determined to be a nonparticipating party, that party shall not have access to or be entitled to receive well information with regard to operations conducted on the Contract Area.