Reserve Transfer Agreement

RESERVE TRANSFER AGREEMENT

This Reserve Transfer Agreement (the "Agreement") is made and entered into as of the Effective Date specified below by and between:

RECITALS

WHEREAS, Transferor is the legal and beneficial owner of certain interests, rights and obligations relating to the reserve described below (the "Reserve"); and

WHEREAS, Transferor desires to transfer to Transferee, and Transferee desires to acquire from Transferor, the interest in the Reserve on the terms and subject to the conditions set forth in this Agreement.

WHEREAS, the parties intend that this Agreement effect a complete assignment and conveyance of the specified interest and that such transfer occur on the Effective Date set forth herein.

DESCRIPTION OF RESERVE AND TRANSFER

Reserve Name:

Reserve Identification Number:

Reserve Location:

Interest Transferred (express as fraction or percentage):

Nature of Rights Conveyed:

Effective Date:

SCOPE OF WORK / SCOPE OF TRANSFER

The Transferor shall convey, assign and transfer to Transferee, and Transferee shall accept, all of Transferor's right, title and interest in and to the Reserve as described above, including but not limited to any operating agreements, pooling arrangements, production proceeds to the extent allocable to the transferred interest, and obligations arising after the Effective Date as set forth below.

PAYMENT TERMS

Consideration for Transfer: Transferee shall pay Transferor the total sum of $ (the "Purchase Price") in accordance with the schedule below.

Late Payment: Any payment not made within days of its due date shall accrue interest at the rate of , or the maximum rate permitted by law, whichever is less. Failure to make timely payment shall constitute a material breach subject to the remedies in this Agreement.

REPRESENTATIONS AND WARRANTIES

Transferor represents and warrants that: (a) it has good and marketable title to the interest being transferred, free and clear of liens and encumbrances except as disclosed in writing to Transferee; (b) no consent of any third party is required for the transfer other than those consents identified in this Agreement; and (c) to Transferor's knowledge, there are no outstanding defaults under any instrument that would materially impair the transferred interest.

Transferee represents and warrants that it has the authority and financial capacity to consummate the transaction contemplated by this Agreement and will assume those liabilities expressly assumed herein as of the Effective Date.

COVENANTS; TRANSFER PROCEDURES

The parties shall execute and deliver all instruments and take such further actions as reasonably necessary to effectuate the transfer of interest, record assignments with appropriate registries and operators, and provide notices required by applicable joint operating and other agreements. Costs of recordation and transfer shall be borne as follows:

TERM AND TERMINATION

Term Commencement Date:

Termination Date (if applicable):

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve either party of liabilities accrued prior to termination.

CONFIDENTIALITY

Each party shall maintain in confidence all non-public information obtained from the other party in connection with this Agreement, shall not disclose such information to third parties except to its affiliates, counsel, accountants and professional advisors on a need-to-know basis, and shall use such information solely to effectuate the transactions contemplated hereby. The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of years, except for information that is or becomes publicly available other than by breach of this Agreement or is required to be disclosed by law.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any losses, claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of that party's breach of any representation, warranty or covenant contained in this Agreement or from acts or omissions occurring prior to the Effective Date to the extent expressly retained by that party in writing.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, including all schedules, exhibits and instruments executed in connection herewith, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

Notices under this Agreement shall be given in writing to the addresses set forth above or to such other address as either party may designate by written notice to the other. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties agree that monetary damages may be an inadequate remedy for a breach of confidentiality or other material obligations and each party shall be entitled to seek injunctive relief in addition to any other remedies.

ACKNOWLEDGMENT

Each party acknowledges that it has read this Agreement, understands its terms, and has had the opportunity to obtain the advice of counsel prior to execution. The persons signing below represent and warrant that they are authorized to execute this Agreement on behalf of the party for whom they sign.

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