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ADMINISTRATIVE SERVICES AGREEMENTBetween "Company"and "Manager" __________________ (Date) (To Manage Oil and Gas Properties owned by a Subsidiary of the Company) CONTENTS SECTION 1. DEFINED TERMS 1.1 Certain Defined Terms 1.1.1 "Acquisition Costs" 1.1.2 "Affiliate 1.1.3 "Agreement" 1.1.4 "Business Day" 1.1.5 "Credit Agreement" 1.1.6 "Force Majeure" 1.1.7 "Governmental Agency" 1.1.8 "Monthly Management Fee" 1.1.9 "Oil and Gas Interest" 1.1.10 "Other Agreement" or "Other Agreements" 1.1.11 "Person" 1.1.12 "Taxes" 1.2 Other Defined Terms 1.3 Other Definitional Provisions SECTION 2. ENGAGEMENT OF MANAGER 2.1 Engagement 2.2 Relationship 2.3 Compensation SECTION 3. POWERS AND DUTIES OF THE MANAGER 3.1 Powers and Duties 3.2 Accounting Duties 3.3 Limitation on Powers and Duties 3.4 Offices SECTION 4. OPTIONS4.1 Company's Option SECTION 5. LIABILITY 5.1 Liability SECTION 6. INFORMATION6.1 Actions by Company 6.2 Access to Manager's Records SECTION 7. TERM AND TERMINATION7.1 Term 7.2 Termination 7.3 Costs, Expenses and Actions Upon Termination SECTION 8. MISCELLANEOUS8.1 Notices 8.2 Non-Exclusive Services 8.3 Power of Attorney 8.4 Entire Agreement; Amendments; Waiver 8.5 Assignment 8.6 Counterparts 8.7 Governing Law 8.8 Captions 8.9 Force Majeure 8.10 Invalidity of Provisions ADMINISTRATIVE SERVICES AGREEMENT THIS ADMINISTRATIVE SERVICES AGREEMENT (the "Agreement") is entered into and effective as of ____ (the "Effective Date") by and between ____ , a ____ corporation (the "Company"), and ____ (the "Manager"). The Company and Manager may be referred to in this Agreement individually as a "Party" or collectively as the "Parties." The Company owns all of the outstanding shares of common stock of ____ (the "Resources Company"), a company involved in the exploration, production, transportation, treating and processing of oil, gas and other minerals; The Company has requested Manager to provide administrative services to manage the affairs and business of Resources Company. In consideration of the mutual benefits and obligations of the Parties, Company and Manager agree as follows: SECTION 1. DEFINED TERMS 1.1 Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings: 1.1.1 "Acquisition Costs" shall mean all actual costs and expenses which Manager will be obligated to incur in consummating the acquisition of an Oil and Gas Interest, but shall not include any costs and expenses which may be discretionary on the part of a buyer of Oil and Gas Interests. 1.1.2 "Affiliate" shall mean any Person that directly or indirectly controls, is controlled by, or is under common control with, the Person in question. As used in the definition of "Affiliate," the term "control" means the possession, directly or indirectly, or the power to direct or cause the direction of management and policies of a Person, whether through ownershi p of voting securities, by contract or otherwise. 1.1.3 "Agreement" shall mean this Administrative Services Agreement, as the same may be modified or amended from time to time. 1.1.4 "Business Day" shall mean Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United States or of the state or county where a specific transaction is to occur shall not be regarded as a Business Day. 1.1.5 "Credit Agreement" shall mean any agreement or agreements entered into from time to time by the Company to borrow funds from a third party and any mortgages, deeds of trust, pledges, security agreements or other instruments executed in connection with borrowing of funds, together with all amendments and modifications. 1.1.6 "Force Majeure" shall mean any cause or occurrence affecting the ability of a Party to perform its obligations under this Agreement, which cause or occurrence is beyond the reasonable control of the affected party and not due to an act or omission of the affected party and which could not have been avoided by the exercise of reasonable diligence, including, but not limited to: acts of God or the public enemy; expropriation or confiscation of facil ities; compliance with any order of any Governmental Agency; lack of or failure or inability to maintain in effect approvals of any Governmental Agency required for the performance of the service which have been timely applied for; trade or economic sanction; sabotage, a cts of war (declared or undeclared); blockade; embargo; insurrection; hostilities; civil unrest; ri ots; military or guerilla action; terrorist activity or threats of terrorist activities which, under the circumstances, would be considered a precursor to actual terrorist activity; banditry; abnorm ally adverse weather conditions not reasonably anticipated by the Parties (normal bad weather prevailing at any site at which services are being performed, however, shall not be inc luded); adverse weather conditions on the high seas; inability to obtain and maintain right s of way for, or ingress to or egress from the properties owned by Resources Company necessary for the performance of the services provided for in this Agreement; fires; floods; explosion; accidents; riots; national, regional or local strikes, work stoppages, boycotts, walkouts or other labor disputes that are political in origin or of general application to the industry or fie ld concerned; undue transportation problems; or any causes, whether or not of the same class or kind as those specifically named above, which are not within the reasonable control of the affected party and which, by the exercise of reasonable diligence, the affected party is unable to prevent. 1.1.7 "Governmental Agency" shall mean any court or governmental department, commission, board, bureau, agency, or instrumentality of any state, commonwealth, province, nation, territory, possession, county, parish, or municipality, whether now or later constituted and/or existing. 1.1.8 "Monthly Management Fee" shall mean $____ per month paid by the Company to Manager on or before the first Business Day of each month during the term of this Agreement at the location as Manager may from time to time designate.1.1.9 "Oil and Gas Interest" shall mean any right, title, or interest in oil, gas, or mineral reserves, any interests in leases, any mineral interests, fee interest s, royalty interests, overriding royalty interests, production payment or net profit interests or any other right relate d to the exploration, production, transportation, treating or processing of any oil, gas, or other minerals. 1.1.10 "Other Agreement" or "Other Agreements" shall mean all other contracts or agreements entered into from time to time by the Company other than a Credit Agreement, as the same may be amended and modified from time to time. 1.1.11 "Person" shall mean any individual, firm, corporation, trust, association, partnership, joint venture, Governmental Agency or other entity. 1.1.12 "Taxes" shall mean all taxes, assessments, fees, levies, imposts, duties, deductions, withholdings, stamp taxes, interest equalization taxes, capital transact ion taxes, foreign exchange taxes or charges, or other charges of any nature whatsoever from time to ti me or at any time imposed by any law or Governmental Agency. 1.2 Other Defined Terms. Other terms may be defined elsewhere in the text of this Agreement and shall have the meanings indicated throughout this Agreement. 1.3 Other Definitional Provisions. 1.3.1 The words "this Agreement," and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particula r provision of this Agreement. 1.3.2 The terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa. SECTION 2. ENGAGEMENT OF MANAGER. 2.1 Engagement. On the terms and subject to the conditions and qualifications set forth in this Agreement, the Company engages the Manager, and the Manager accepts the engagement, to act as agent of the Company to supervise and manage the business, operati ons and affairs of the Company including, without limitation, all operations of the Company re lated to Resources Company. 2.2 Relationship. 2.2.1 The Manager shall be an agent of the Company. No provision or term of this Agreement shall constitute or be construed as creating an employment relati onship, a partnership, a joint venture, a relationship of lessor and lessee, or bailer and bailee, or any other kind of relationship or association between the Parties. Except as expressly provided i n this Agreement, or in any other written agreement between the Parties, neither Party has any authority, expressed or implied, to bind, or to incur liabilities on behalf or in the nam e of the other Party. 2.2.2 All services to be furnished by the Manager under this Agreement may be furnished by any officer or employee of the Manager or any other person designated by Manager. The Manager shall be fully liable for the acts and omissions of any employee or contractor hired by Manager (a "Contractor") and shall indemnify and hold Company harmless from and against any and all claims arising from the acts or omissions of any Contractor, whether or not the Contractor was hired by Manager with the approval of the Company. The Manager shall devote such time in providing its services under this Agreement as is reasona bly necessary to fully perform the same. 2.3 Compensation. As compensation for Manager's services and obligations, the Company agrees to pay the Manager the Monthly Management Fee. SECTION 3. POWERS AND DUTIES OF THE MANAGER. 3.1 Powers and Duties. Except as otherwise limited, Manager shall take all appropriate actions on behalf of the Company to manage the business and affairs of the Company related to its ownership of Resources Company, including, without limitation, the following matters: 3.1.1 provide the clerical, bookkeeping, and contract administration services as are necessary and appropriate for the Company, including maintenance of general records of the Company; 3.1.2 file, or cause to be filed, all necessary or appropriate filings with federal, state and local authorities under corporation and other applicable statutes; 3.1.3 file and record, or cause to be filed and recorded, those documents and papers as are necessary and appropriate to evidence the Company's ownership of Resources Company or Resources Company's ownership of any of its assets; 3.1.4 maintain books and records with respect to Resources Company sufficient to permit the Company to provide applicable information as may be required under any C redit Agreement, and provide for the availability of books and records during regular business hours for inspection pursuant to the terms of any Credit Agreement; 3.1.5 assemble and collate data and reports as are requested by the Company or its Board of Directors or as the Manager deems appropriate in connection with the ownership, management or operation of Resources Company;3.1.6 give and receive notices, execute drawdown certificates, furnish required reports and information, and monitor compliance on behalf of the Company as required or permitted by any Credit Agreement or Other Agreement; 3.1.7 make all filings and obtain all licenses, permits and approvals from any Tribunal as may be necessary or appropriate under applicable law in connection with the operations or business of the Company and submit any application, filing or notice for the renewal of any existing permits, licenses or approvals; 3.1.8 negotiate and prepare for execution by the Company amendments to or waivers of any Credit Agreement or Other Agreement; 3.1.9 prepare and/or furnish reports, notices, documents, certificates and other matters which under the terms of any Credit Agreement or Other Agreement that are t o be prepared and/or furnished by the Company; 3.1.10 invest, remit, and distribute in accordance with any Credit Agreement or Other Agreement or pursuant to guidelines and direction of the Company funds of the Company received by the Manager; 3.1.11 administer the Company's performance of its obligations under any Credit Agreement or Other Agreement; 3.1.12 review and provide support for the implementation of the Company's insurance program including obtaining and maintaining all insurance required to be maint ained by Resources Company under any Credit Agreement, conducting periodic risk management surveys of the operations of Resources Company, handling all claims and insuring proper collection for any insurance coverage, and providing copies of policies, endorsements, inspections, claims, quotes and other reports or documentation related to Resources Company; 3.1.13 represent the Company before any Governmental Agency; 3.1.14 perform such other acts which are necessary or appropriate to carry out its obligations under this Agreement. 3.2 Accounting Duties. Manager shall not be obligated to perform any accounting services related to Resources Company, including without limitation, the following matters: 3.2.1 prepare for, or cause to be issued such periodic financial statements as may be necessary or appropriate; 3.2.2 maintenance of the accounts of Resources Company; and, 3.2.3 prepare, or cause to be prepared, for execution by the appropriate representatives of Resources Company, or file franchise, withholding, income or other Tax returns of Resources Company as shall be required under applicable law, pay any franchise, withholding and income Taxes due by Resources Company. Manager shall provide any and all information and support to the Company which is necessary for the Company to perform such accounting services. 3.3 Limitation on Powers and Duties. Without prior approval of the Board of Directors of the Company, the Manager shall not: 3.3.1 execute or deliver any material amendments and waivers or terminate any Credit Agreement or Other Agreement to which Resources Company or the Company becomes a party; 3.3.2 initiate any claim or lawsuit by Resources Company or the Company or compromise any claim or lawsuit brought by or against Resources Company or the Company; 3.3.3 amend, change or modify this Agreement; 3.3.4 dispose of any material assets of Resources Company or the Company, whether by sale, pledge, hypothecation or otherwise, or enter into any agreement to do the same; 3.3.5 commence or cause any Person to commence any bankruptcy, reorganization, arrangement, insolvency, or receivership proceeding under the laws of the United States of America or any other country, state or province, on behalf of Resources Company or the Company; 3.3.6 retain, on behalf of and for the account of Resources Company or the Company, legal counsel, accounting firms, or auditors and other professional consultants. 3.3.7 make any Tax election with any Governmental Agency; 3.3.8 elect any interest rate options pursuant to a Credit Agreement; or, 3.3.9 take any other action which requires the approval of Resources Company or the Company, or their respective shareholders or partners as provided in any articles of incorporation or bylaws (or equivalent governing documents) of Resources Company or the Company. 3.4 Offices. The Company shall provide suitable and adequate office space in its offices at____ , equipped as required for the Manager to carry out its obligations. SECTION 4. OPTIONS. 4.1 Company's Option. During the term of this Agreement, if Manager, acquire or obtain the right to acquire any Oil and Gas Interests, then the Company shall have the right, but not the obligation, to acquire those Oil and Gas Interests in accordance with the t erms of this Section 4. 4.1.1 Notice. On or before ____ (____) days following Manager's execution of a binding agreement providing it the right to acquire any Oil and Gas Interests, Manager shal l, advise Company in writing of such rights (this notice shall be referred to as the "Option Notice"). 4.1.2 Company Election. Company shall have a period of ____ (____) days (inclusive of Saturday, Sunday and legal holidays) after receipt of the Option Notice within which to furnish Manager written notice of its election to participate in the a cquisition of any Oil and Gas Interests. Manager shall cooperate with Company in the evaluation of the Oil and Gas Interests. Upon receipt of Company's notice electing to participate in the acquisit ion of Oil and Gas Interests, Manager shall execute any and all necessary documents to assign its ri ghts, title and interests in and to the Oil and Gas Interests to Company, without warranty exce pt by, through and under Manager, and subject to any interest in the Oil and Gas Interests that may be reserved as provided for in Sections 4.1.3 and 4.1.4 of this Agreement. 4.1.3 Manager's Interest. If Company elects to participate in the acquisition of any Oil and Gas Interests or rights held by Manager, Company shall fund all Acquisition Costs related to the Oil and Gas Interests and Manager shall be entitled to a ____ percent (____%) interest in the Oil and Gas Interests. 4.1.4 Manager's Election. Manager may at any time prior to Company's election as provided for in Section 4.1.2, elect to acquire an additional ____ percent (____%) interest in any Oil and Gas Interests, provided Manager shall pay its proportionate share of any and all Acquisition Costs for the additional interests. SECTION 5. LIABILITY. 5.1 Liability. The Manager shall render the services called for in this Agreem ent in good faith, taking into consideration the best interests of the Company, and in accordance with prudent practices generally followed in the oil and gas industry. In the event Manager fail s to perform its obligations in accordance with the terms of this Agreement, Manager shall be liable to and indemnify Company, its successors and assigns and its officers, directors, employees, agents, and Affiliates, for actual losses, costs, and expenses incurred by any of those parties which are attributable to the Manager's failure to perform. However, Manager shall have no liability to Company with respect to any third-party claim or any damage or loss t o Company's property arising out of any act of omission by Manager unless the act or omission constitutes fraud, willful misconduct, gross negligence or bad faith by Manager. IN NO EVENT SHALL MANAGER EVER BE LIABLE TO ANY PARTY UNDER THIS AGREEMENT, OR IN CONNECTION WITH SERVICES PROVIDED BY THE TERMS OF THIS AGREE- MENT, FOR ANY PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES IN TORT, CONTRACT, OR OTHERWISE. SECTION 6. INFORMATION. 6.1 Actions by Company. The Company shall fully cooperate with Manager and take all actions as are reasonably necessary or requested by Manager to assist the Manager to prepare, complete, file and obtain all approvals from any Governmental Agency, and perform its se rvices under this Agreement. 6.2 Access to Manager's Records. Upon written request, Company shall have access during normal business hours, on any Business Day, to the books and records of the Manager relating to the services provided by Manager. SECTION 7. TERM AND TERMINATION. 7.1 Term. Unless terminated sooner pursuant to Section 7.2, the term of this Agreement shall commence on the Effective Date and shall continue for a period of ____ (____) months, and shall be extended for successive ____ (____) month periods upon the mutual written agreement of the Parties reached on or before the ____ day prior to end of any ____ (____) month period. 7.2 Termination. This Agreement may be terminated by the Company upon the delivery of ____ days written notice to Manager. 7.3 Costs, Expenses, and Actions Upon Termination. In the event of any termination of this Agreement, the Parties shall cooperate in the transition of the services provide d to another Person and Manager shall transfer to the Company, or other Person as directed by the Company, any and all assets of the Company held by Manager, including, but not limited to al l permits, licenses, contract rights, software rights and other personal property, whether tangible or intangible, and all contracts and records held by Manager in connection with the performanc e of its duties. In addition to any Management Fees the Company may be obligated to pa y to Manager pursuant to this Agreement, the Company shall also pay to Manager any and all costs and expenses reasonably incurred by Manager in connection with the transfer of any assets of Resources Company or the Company held by Manager, to the Company, or in facilitating the transfer of performing the services provided for in this Agreement (or similar services) to a successor Manager. SECTION 8. MISCELLANEOUS. 8.1 Notices. All notices, requests and other communications permitted or required by this Agreement shall be in writing and shall be delivered personally or mailed by certified mail, postage prepaid and return receipt requested or by facsimile as follows: If to the Manager, addressed to: If to the Company, addressed to: or to such other place as either Party may designate by written notice to the other. All notices given by personal delivery or mail shall be effective on the date of actual recei pt at the appropriate address. Notice given by facsimile shall be effective upon actual receipt if received during recipient's normal business hours or the beginning of the next Business Day after receipt if received after the recipient's normal business hours. 8.2 Non-Exclusive Services. The Manager may engage in other business activities, including without limitation the ownership, management, and supervision of other oil and gas interests, so long as those business activities do not compete with the business of the Company. Except as provided in the previous sentence, nothing in this Agreement shall limit or re strict the right of any director, officer, or employee of the Manager to engage in any other business activity or to devote its time and attention in part to the management or other aspects of any other business, whether of a similar or dissimilar nature, to the business of the Company. 8.3 Power of Attorney. During the term of this Agreement, the Company irrevocably makes, constitutes, and appoints Manager as its true and lawful agent and attorney-in-fac t with full power of substitution and resubstitution to act in the name, place, and stead a nd on behalf of the Company, to exercise any power and to execute and deliver all documents nec essary or proper, required, contemplated, or deemed advisable by Manager, to carry out and implement t he terms and provisions of this Agreement, as fully as the Company could if acting on its own behalf, including, without limitation, amendments, modifications, extensions or reorganizations of any Credit Agreement. Manager is empowered to determine, in its sole discretion, t he time or times when, and the purposes for and the manner in which, any power conferred upon it shall be exercised, and the terms and conditions of any instrument or document that may be exe cuted by it, and it is understood that Manager may in accordance with this Agreement determi ne that such action is in the best interest of the operation of the Company. Manager shall not be liable for any action taken pursuant to this power of attorney or failure to act, or for any other reason, e xcept for its dishonesty, willful misconduct or gross negligence. The Company agrees to indemnify and hold Manager harmless against all suits, damages, attorneys' fees, expenses and liabi lities that it may incur or sustain directly or indirectly for any action in connection wi th this power of attorney taken or admitted to be taken in good faith or any claim or court ac tion relating thereto and will pay such items upon demand. 8.4 Entire Agreement; Amendments; Waiver. This Agreement constitutes the entire agreement between the Parties. This Agreement may not be amended and no rights under it may be waived except by a written document signed by the duly authorized representatives of t he Parties. No waiver of any of the provisions of this Agreement shall be deemed to be or shall constitute a waiver of any other provisions (whether or not similar), nor shall any waiver constitute a continuing waiver unless otherwise expressly provided, and no action or failure to act by either Party shall constitute an approval of or an acquiescence to any bre ach except as specifically agreed to in writing. 8.5 Assignment. This Agreement may not be assigned by either Party without the prior written consent of the other Party; provided, the Company may: (a) pledge and assign this Agreement to a lender as security for the payment and performance of amounts due under any Credit Agreement and the restriction on assignment shall not apply with respect to any assignment of this Agreement to a purchaser of all of the assets of the Company pursuant t o any legal process or foreclosure instituted or undertaken by a lender (or assignment to a lender or lenders in lieu of such legal process or foreclosure) with respect to a loan or extension of credit or to the subsequent assignment by a lender following that legal process, foreclosure, or assignment in lieu of legal process or foreclosure; and, (b) assign its rights, titles, duties and obligations to any of its Affiliates. Subject to the foregoing, this Agreement shall be bi nding on and inure to the benefit of the Parties and their respective successors and permitt ed assigns. Any Party's transfer or assignment in violation of this Section shall be void as to the other Party. 8.6 Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and the Parties may execute this Agreement by signing any such counterpart. 8.7 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF ____ AND THE UNITED STATES WITHOUT REGARD TO THE APPLICABLE CONFLICT OF LAW PROVISIONS THAT WOULD OTHERWISE REQUIRED THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.8.8 Captions. The captions in this Agreement are for convenience of reference only and shall not define or limit any of the terms or provisions of this Agreement.8.9 Force Majeure. Any delays in or failures of performance by either Party shall not constitute a default or give rise to any claims for damages, if and to the extent the delays or failures of performance are caused by occurrences of force majeure. Each Party shall notify t he other with reasonable promptness of the existence of any force majeure and its probable duration, and shall provide the other from time to time with correct information conce rning the force majeure. Each Party shall take all reasonable actions to remove the c ause of force majeure, except that the Party asserting force majeure shall have complete discretion wit h respect to strikes or lockouts which might affect the Party's performance under this Agreement. Notwithstanding the foregoing, the obligations of the Company to make payments to the Manager required by this Agreement shall not be excused as a result of an event of force majeure. 8.10 Invalidity of Provisions. If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality or enforceabi lity of the remaining provisions contained in this Agreement shall not be affected. The Parties have caused this Agreement to be duly executed and effective as of the Effective Date. Manager Company