                                                                                        ACCEPTED
                                                                                   07-15-00083-CV
                                                                      SEVENTH COURT OF APPEALS
                                                                                AMARILLO, TEXAS
                                                                               9/9/2015 5:05:30 PM
                                                                                  Vivian Long, Clerk



                    No. 07-15-00083-CV

            IN THE SEVENTH COURT OF APPEALS        FILED IN
                                            7th COURT OF APPEALS
                    AMARILLO, TEXAS           AMARILLO, TEXAS
                                            9/9/2015 5:05:30 PM
      MARK P. HARDWICK, INDIVIDUALLY AND D/B/A VIVIAN LONG
                                                    CLERK
   MARK P. HARDWICK OIL AND GAS PROPERTIES AND
             MARK P. HARDWICK, LLC,
                                       Appellants,
                                 v.
     SMITH ENERGY COMPANY, ON ITS OWN BEHALF
 AND ON BEHALF OF SMITH ENERGY RESOURCE OIL, LTD.,
A TEXAS LIMITED PARTNERSHIP, AND ON BEHALF OF SMITH
ENERGY PARTNERS I, LTD., A TEXAS LIMITED PARTNERSHIP,
                                       Appellees.

    On Appeal from the 121st District Court, Terry County, Texas
 Trial Court Cause No. 19,490; The Honorable Rick Morris, Presiding


                  BRIEF OF APPELLANTS

                                  BECK REDDEN LLP
                                       David M. Gunn
                                       State Bar No. 08621600
                                       dgunn@beckredden.com
                                       Chad Flores
                                       State Bar No. 24059759
                                       cflores@beckredden.com
                                       Erin H. Huber
                                       State Bar No. 24046118
                                       ehuber@beckredden.com
                                  1221 McKinney, Suite 4500
                                  Houston, TX 77010-2010
                                  (713) 951-3700
                                  (713) 951-3720 (Fax)
                                  COUNSEL FOR APPELLANTS

            Oral Argument Requested
                   IDENTITY OF PARTIES AND COUNSEL

Appellants:               Mark P. Hardwick, Individually and d/b/a
                          Mark P. Hardwick Oil and Gas Properties, and
                          Mark P. Hardwick, LLC


Counsel for Appellants:   David M. Gunn
                          State Bar No. 08621600
                          dgunn@beckredden.com
                          Chad Flores
                          State Bar No. 24059759
                          cflores@beckredden.com
                          Erin H. Huber
                          State Bar No. 24046118
                          ehuber@beckredden.com
                          BECK REDDEN LLP
                          1221 McKinney, Suite 4500
                          Houston, TX 77010
                          (713) 951-3700
                          (713) 951-3720 (Fax)




1890.001/55701
Appellees:               Smith Energy Company, on Its Own Behalf and on
                         Behalf of Smith Energy Resource Oil, Ltd., a Texas
                         Limited Partnership, and on Behalf of Smith Energy
                         Partners I, Ltd., a Texas Limited Partnership


Counsel for Appellees:   Rusty Hardin
                         State Bar No. 08972800
                         rustyhardin@rustyhardin.com
                         Ryan K. Higgins
                         State Bar No. 24007362
                         rhiggins@rustyhardin.com
                         Jeremy Monthy
                         State Bar No. 24073240
                         jmonthy@rustyhardin.com
                         Lara Hollingsworth
                         State Bar 00796790
                         lhollingsworth@rustyhardin.com
                         Carolyn P. Courville
                         State Bar No. 24007042
                         ccourville@rustyhardin.com
                         RUSTY HARDIN & ASSOCIATES, LLP
                         1401 McKinney Street, Suite 2250
                         Houston, Texas 77010
                         (713) 652-9000
                         (713) 652-9800 (Fax)


Trial Court:             Hon. Rick Morris
                         Judge, 121st District




1890.001/55701

                                   ii
                                           TABLE OF CONTENTS

                                                                                                                  Page
IDENTITY OF PARTIES AND COUNSEL .......................................................................... i

TABLE OF CONTENTS ................................................................................................ iii

INDEX OF AUTHORITIES............................................................................................ vii

STATEMENT OF THE CASE .........................................................................................xv

STATEMENT REGARDING ORAL ARGUMENT ........................................................... xvi

ISSUES PRESENTED ................................................................................................. xvii

INTRODUCTION ............................................................................................................1

STATEMENT OF FACTS.................................................................................................2

STANDARD OF REVIEW..............................................................................................11

SUMMARY OF THE ARGUMENT ..................................................................................12

ARGUMENT ...............................................................................................................13

           I.     THE CONTRACT AND THEFT THEORIES SHOULD BE REVERSED. ..........13

                  A.        The Fusselman contract recovery should be reversed. .............13

                            1.       The Fusselman part of the contract recovery
                                     should be reversed and rendered, because
                                     Hardwick did not breach any of the Fusselman
                                     contracts, let alone all of them. .......................................14

                            2.       The Fusselman part of the contract recovery
                                     should be reversed and rendered, because no
                                     overcharge damages resulted from any breach. .............17

                            3.       Alternatively, the Fusselman contract recovery
                                     should be reversed and remanded because of
                                     charge error. ....................................................................18


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                                                           iii
                  B.     The Bad Billy contract recovery should be reversed. ...............22

                         1.       The contract (PX-85) is not ambiguous..........................22

                         2.       The statute of frauds applies to the Bad Billy
                                  claim................................................................................23

                  C.     There is no theft, and even if there were, the statute of
                         limitations would still bar almost all of the theft recovery. ......26

                         1.       The statute of limitations bars recovery. ........................27

                         2.       Breach of a contract should not be theft. ........................29

           II.    THE TORT THEORIES SHOULD BE REVERSED. ......................................30

                  A.     There is no breach of fiduciary duty. ........................................30

                         1.       There is no joint venture, as the parties carefully
                                  disclaimed any joint venture in writing. .........................31

                         2.       There is no agency, because the parties disclaimed
                                  it. .....................................................................................33

                         3.       The contracts have legal effect. ......................................34

                  B.     There is no fraud. ......................................................................37

                         1.       The fraudulent inducement aspect of the claim
                                  fails because it lacks legally and factually
                                  sufficient evidence. .........................................................38

                         2.       The rest of the fraud claim is flawed. .............................40

           III.   THE ADDITIONAL REMEDIES—$5 MILLION IN FORFEITURE, $3.5
                  MILLION IN FEES, $750,000 IN INTEREST ON THE FORFEITURE,
                  AND PARTIAL RESCISSION—ARE IMPROPER. .......................................42

                  A.     The $5 million forfeiture award is improper. ...........................42

                         1.       There is no underlying tort to support forfeiture. ...........42



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                                                         iv
                          2.        Even if forfeiture were available—so that
                                    Hardwick had to “return” his “compensation”—the
                                    working interests never came from Smith and were
                                    not compensation. ...........................................................43

                          3.        The forfeiture award rests on inaccurate factual
                                    findings. ..........................................................................44

                          4.        The forfeiture amount is too large. .................................45
                          5.        The forfeiture cannot be saved as restitution and
                                    rescission for fraud. ........................................................46

                 B.       The attorney’s fees should be reduced or eliminated. ..............48

                          1.        A reversal of the underlying damages will require
                                    either a rendition or remand on attorney’s fees. .............48

                          2.        Smith failed to segregate fees between recoverable
                                    and non-recoverable claims. ...........................................49
                          3.        There is no evidence that the hours worked by
                                    Smith’s lawyers were necessary. ....................................53

                 C.       The judgment wrongly stacks remedies: Smith cannot
                          have both the $5 million in disgorgement and the $3.5
                          million in fees............................................................................56
                 D.       The rescission remedy is improper. ..........................................58
                 E.       Interest on forfeiture. ................................................................58

           IV.   LLC Should Recover Fees Because It Prevailed on the Theft
                 Claim. ..................................................................................................59

                 A.       The Theft Liability Act alters the American Rule by
                          making fees mandatory for a person who “prevails.”...............59
                 B.       Under this Court’s reasoning in Dean Foods, the
                          prevailing party on Smith’s theft claim against LLC is
                          not Smith, but LLC. ..................................................................59
                 C.       LLC should recover fees. ..........................................................61

1890.001/55701

                                                           v
PRAYER FOR RELIEF ..................................................................................................63

CERTIFICATE OF SERVICE ..........................................................................................65

CERTIFICATE OF COMPLIANCE ..................................................................................66

APPENDIX

           Jury Verdict (2 CR 2948-92) .................................................................. TAB A

           Judgment (2 CR 3600-11) ...................................................................... TAB B

           North Mound Lake Participation Agreement (DX 1346) ...................... TAB C

           North Mound Lake Operating Agreement (DX 1347) ........................... TAB D

           North Mound Lake letter (DX 1345) (incorrectly dated as
           January 17, 2008 instead of July) ............................................................TAB E

           Big Bump Participation Agreement & Operating
           Agreement (DX 1354) ............................................................................. TAB F

           On Point GEA (DX 1351) ...................................................................... TAB G

           Muy Caliente GEA (DX 1356) ............................................................... TAB H

           Amended North On Point Extension & O’Donnell GEA
           (DX 1350) ................................................................................................. TAB I

           Bad Billy Agreement (Amended) (PX 85) .............................................. TAB J




1890.001/55701

                                                             vi
                                       INDEX OF AUTHORITIES

CASES                                                                                                     Page(s)

A.G. Edwards & Sons Inc. v. Beyer,
   235 S.W.3d 704 (Tex. 2007) .............................................................................. 52

Air Routing Int’l Corp. (Canada)
   v. Britannia Airways, Ltd.,
   150 S.W.3d 682 (Tex. App.—Houston
   [14th Dist.] 2004, no pet.) ................................................................................... 59

In re Bank One, N.A.,
    216 S.W.3d 825 (Tex. 2007) .............................................................................. 37

Bank One, Tex., N.A. v. Stewart,
  967 S.W.2d 419 (Tex. App.—Houston
  [14th Dist.] 1998, pet. denied) ............................................................................ 39
Barker v. Eckman,
  213 S.W.3d 306 (Tex. 2006) .............................................................................. 49
Bay Colony, Ltd. v. Trendmaker, Inc.,
  121 F.3d 998 (5th Cir. 1997) .............................................................................. 39
Bed, Bath & Beyond, Inc. v. Urista,
  211 S.W.3d 753 (Tex. 2006) .............................................................................. 20
Bokor v. State,
  114 S.W.3d 558 (Tex. App.—
  Fort Worth 2002, no pet.) ................................................................................... 29

Bowden v. Phillips Petroleum Co.,
  247 S.W.3d 690 (Tex. 2008) .............................................................................. 11

Boyce Iron Works, Inc. v. Sw. Bell Tel. Co.,
  747 S.W.2d 785 (Tex. 1988) ........................................................................56, 57

Bradford v. Vento,
   48 S.W.3d 749 (Tex. 2001)................................................................................. 41



1890.001/55701

                                                        vii
Brainard v. Trinity Universal Ins. Co.,
   216 S.W.3d 809 (Tex. 2006) .............................................................................. 58

Bryant v. Vaughn,
   33 S.W.2d 729 (Tex. 1930)................................................................................. 48

Burns v. Bishop,
  48 S.W.3d 459 (Tex. App.—Houston
  [14th Dist.] 2001, no pet.) ................................................................................... 28
Burrow v. Arce,
  997 S.W.2d 229 (Tex. 1999) ..................................................................11, 45, 54

Cadle Co. v. Henderson,
  982 S.W.2d 543 (Tex. App.—San Antonio
  1998, no pet.) ...................................................................................................... 28

City of Amarillo v. Glick,
   991 S.W.2d 14 (Tex. App.—Amarillo
   1997, pet. denied)................................................................................................ 60

City of Keller v. Wilson,
   168 S.W.3d 802 (Tex. 2005) .............................................................................. 11

City of Laredo v. Montano,
   414 S.W.3d 731 (Tex. 2013) (per curiam) ......................................................... 54
Columbia Rio Grande Healthcare, L.P. v. Hawley,
  284 S.W.3d 851 (Tex. 2009) .............................................................................. 21
Cooper v. Green Tree Servicing LLC,
  2015 WL 799255 (N.D. Tex. Feb. 25, 2015) ..................................................... 27

Costley v. State Farm Fire & Cas. Co.,
  894 S.W.2d 380 (Tex. App.—Amarillo
  1994, writ denied) ...................................................................................47, 48, 58

Crown Life Ins. Co. v. Casteel,
  22 S.W.3d 378 (Tex. 2000)...........................................................................18, 20




1890.001/55701

                                                          viii
Dean Foods Co. v. Anderson,
  178 S.W.3d 449 (Tex. App.—Amarillo
  2005, pet. denied)................................................................................................ 60

Dryzer v. Bundren,
  2014 WL 1856849 (Tex. App.—Amarillo
  June 16, 2014, pet. denied) ................................................................................. 48

El Apple I, Ltd. v. Olivas,
   370 S.W.3d 757 (Tex. 2012) .............................................................................. 53

Ensil Int’l Corp. v. Lear Siegler Servs., Inc.,
  2011 WL 2473067 (Tex. App.—San Antonio
  June 22, 2011, no pet.) ........................................................................................ 39
Fairfield Ins. Co. v. Stephens Martin Paving, LP,
   246 S.W.3d 653 (Tex. 2008) .............................................................................. 35
Figueroa v. Davis,
   318 S.W.3d 53 (Tex. App.—Houston
   [1st Dist.] 2010, no pet.) ..................................................................................... 11
Foreca, S.A. v. GRD Dev. Co., Inc.,
  758 S.W.2d 744 (Tex. 1988) .............................................................................. 35

Gates v. Asher,
  154 Tex. 538, 280 S.W.2d 247 (1955) ............................................................... 24
Goose Creek Consol. I.S.D.
  v. Jarrar’s Plumbing, Inc.,
  74 S.W.3d 486 (Tex. App.—Texarkana
  2002, pet. denied)................................................................................................ 28

Grant Thornton LLP v. Suntrust Bank,
  133 S.W.3d 342 (Tex. App.—Dallas
  2004, pet. denied)................................................................................................ 41

Greer v. Greer,
  144 Tex. 528, 191 S.W.2d 848 (1946) ............................................................... 24




1890.001/55701

                                                          ix
Gregory v. Porter & Hedges, LLP,
  398 S.W.3d 881 (Tex. App.—Houston
  [14th Dist.] 2013, pet. denied) ............................................................................ 42

Guenther v. Amer-Tex Const. Co.,
  534 S.W.2d 396 (Tex. Civ. App.—Austin
  1976, no writ) ...................................................................................................... 25

Gulf States Utils. Co. v. Low,
  79 S.W.3d 561 (Tex. 2002)................................................................................. 48

Gym-N-I Playgrounds, Inc. v. Snider,
  220 S.W.3d 905 (Tex. 2007) .............................................................................. 35

Haase v. Glazner,
  62 S.W.3d 795 (Tex. 2001)................................................................................. 34

Hann v. State,
  771 S.W.2d 731 (Tex. App.—Fort Worth
  1989, no pet.) ...................................................................................................... 29

In re Hardwick,
    426 S.W.3d 151 (Tex. App.—Houston
    [1st Dist.] 2012, orig. proceeding) .................................................................xiv, 8

Harris County v. Smith,
  96 S.W.3d 230 (Tex. 2002)...........................................................................20, 21
Heir of Barrow v. Champion Paper & Fibre Co.,
  327 S.W.2d 338 (Tex. Civ. App.—
  Beaumont 1959, writ ref’d n.r.e.) ....................................................................... 25

Hoffart v. Wiggins,
  2010 WL 816915 (E.D. Tex. Jan. 30, 2010),
  adopted & rejected in part, 2010 WL 816863
  (E.D. Tex. Mar. 3, 2010), rev’d in part on other
  grounds, 406 Fed. Appx. 834 (5th Cir. 2010) .................................................... 27
Houchins v. Scheltz,
  590 S.W.2d 745 (Tex. Civ. App.—Houston
  [14th Dist.] 1979, no writ) .................................................................................. 28


1890.001/55701

                                                            x
Howard v. Sony BMG Music Entm’t,
  2007 WL 2537865 (S.D. Tex. Aug. 31, 2007),
  aff’d, 293 Fed. Appx. 350 (5th Cir. 2008) .......................................................... 27

IKON Office Solutions, Inc. v. Eifert,
  125 S.W.3d 113 (Tex. App.—Houston
  [14th Dist.] 2003, pet. denied) ............................................................................ 39

Ingram v. Deere,
   288 S.W.3d 886 (Tex. 2009) .............................................................................. 35

Ins. Co. of N. Am. v. Morris,
   981 S.W.2d 667 (Tex. 1998) .............................................................................. 41

J&J Sports Prods., Inc. v. JWJ Mgmt., Inc.,
  324 S.W.3d 823 (Tex. App.—Fort Worth
  2010, no pet.) ...................................................................................................... 27
Jacobs v. State,
   230 S.W.3d 225 (Tex. App.—Houston
   [14th Dist.] 2006, no pet.) ................................................................................... 29
Jeanbaptiste v. Wells Fargo Bank, N.A.,
   No. 14-10671, at *4 (5th Cir. Nov. 7, 2014) ...................................................... 27

Johnson & Higgins of Tex., Inc. v. Kenneco Energy, Inc.,
   962 S.W.2d 507 (Tex. 1998) .............................................................................. 58
Larson v. Cook Consultants, Inc.,
   690 S.W.2d 567 (Tex. 1985) .............................................................................. 45

Long Trusts v. Griffin,
  222 S.W.3d 412 (Tex. 2006) ........................................................................24, 26

Long v. Griffin,
  442 S.W.3d 253 (Tex. 2014) (per curiam) ...................................................53, 54

Malik v. ConocoPhillips Co.,
  2014 WL 3420775 (E.D. Tex. June 23, 2014) ................................................... 27
Matney v. Odom,
  147 Tex. 26, 210 S.W.2d 980 (1948) ................................................................. 24


1890.001/55701

                                                           xi
MBM Fin. Corp. v. Woodlands Operating Co., L.P.,
  292 S.W.3d 660 (Tex. 2009) .............................................................................. 50

Morrow v. Shotwell,
  477 S.W.2d 538 (Tex. 1972) .............................................................................. 24

In re Nalle Plastics Family Ltd. P’ship,
    406 S.W.3d 168 (Tex. 2013) .............................................................................. 49

Nat’l Plan Adm’rs, Inc. v. Nat’l Health Ins. Co.,
  235 S.W.3d 695 (Tex. 2007) .............................................................................. 35

Nat’l Prop. Holdings, L.P. v. Westergren,
  453 S.W.3d 419 (Tex. 2015) .............................................................................. 11

Osterberg v. Peca,
   12 S.W.3d 31 (Tex. 2000)................................................................................... 45

Peltier Enters., Inc. v. Hilton,
   51 S.W.3d 616 (Tex. App.—Tyler
   2000, pet. denied)................................................................................................ 41

In re Prudential Ins. Co. of Am.,
    148 S.W.3d 124 (Tex. 2004) .............................................................................. 37

Quigley v. Bennett,
  227 S.W.3d 51 (Tex. 2007)................................................................................. 23
Reyna v. First Nat’l Bank,
   55 S.W.3d 58 (Tex. App.—Corpus Christi
   2001, no pet.) ...................................................................................................... 39

Robbins v. Capozzi,
  100 S.W.3d 18 (Tex. App.—Tyler
  2002, no pet.) ...................................................................................................... 18

Rogers v. Ricane Enters., Inc.,
  772 S.W.2d 76 (Tex. 1989)................................................................................. 43

Roper v. State,
  917 S.W.2d 128 (Tex. App.—Fort Worth
  1996, pet. ref’d)................................................................................................... 29


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                                                           xii
Sabine Inv. Co. of Tex., Inc. v. Stratton,
   549 S.W.2d 247 (Tex. Civ. App.—
   Beaumont 1977, no writ) .................................................................................... 25

Saden v. Smith,
   415 S.W.3d 450 (Tex. App.—Houston
   [1st Dist.] 2013, pet. denied)............................................................................... 57

Scott v. Ingle Bros. Pac., Inc.,
   489 S.W.2d 554 (Tex. 1972) .............................................................................. 35

Sullivan v. Abraham,
   2014 WL 5140289 (Tex. App.—Amarillo
   Oct. 13, 2014, pet. filed) ..................................................................................... 55
Sw. Bell Tel. Co. v. Marketing on Hold Inc.,
  308 S.W.3d 909 (Tex. 2010) .............................................................................. 28
T.O. Stanley Boot Co., Inc. v. Bank of El Paso,
   847 S.W.2d 218 (Tex. 1992) ........................................................................22, 39

Thota v. Young,
  366 S.W.3d 678 (Tex. 2012) .............................................................................. 11

Tony Gullo Motors I, L.P. v. Chapa,
  212 S.W.3d 299 (Tex. 2006) ......................................................49, 50, 51, 53, 57
Travel Music of San Antonio, Inc. v. Douglas,
   04-00-757-CV, 2002 WL 1058527 (Tex. App.—
   San Antonio May 29, 2002, pet. denied) .............................................................. 1

U.S. Enters., Inc. v. Dauley,
   535 S.W.2d 623 (Tex. 1976) .............................................................................. 25

Varner v. Cardenas,
  218 S.W.3d 68 (Tex. 2007)................................................................................. 50

Wilson v. Fisher,
   144 Tex. 53, 188 S.W.2d 150 (1945) ................................................................. 24




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                                                        xiii
STATUTES
TEX. BUS. ORGS. CODE
  § 152.002(a) ........................................................................................................ 33
  § 152.052(b)(4) ................................................................................................... 32

TEX. CIV. PRAC. & REM. CODE
  § 16.068............................................................................................................... 27
  §§ 38.001(8), 134.005(b) ..............................................................................49, 53
  § 134.003 ............................................................................................................. 27
  § 134.005(b) ........................................................................................................ 59


RULES
TEX. R. CIV. P. 277 ................................................................................................... 20


OTHER AUTHORITIES
Calvert, “No Evidence” & “Insufficient Evidence”
   Points of Error, 38 TEX. L. REV. 361 (1960)...................................................... 36
RESTATEMENT (THIRD) OF RESTITUTION &
  UNJUST ENRICHMENT, Introductory Note (2011) ................................................ 47




1890.001/55701

                                                           xiv
                           STATEMENT OF THE CASE

Nature of the case        This dispute arises out of several oil and gas projects.
                          The projects made millions of dollars, but a dispute arose
                          about the contractual obligations between the parties.

                          The five participants consist of four West Texans and an
                          investor from Houston. The West Texans are (1) an
                          engineer, (2) a geologist, (3) a geophysicist, and (4) a
                          landman. The Houstonian is Lester Smith, who invested
                          in the projects through his company, Smith Energy.

                          This suit is between Smith and the landman (Hardwick).

Trial court               Hon. Rick Morris, senior judge from 146th Jud. Dist. Ct.
                          of Bell Cty., sitting in 121st Jud. Dist. Ct. of Terry Cty.

Course of proceedings     Smith sued the landman in Harris County. After a venue
                          mandamus, the case was transferred to West Texas. In re
                          Hardwick, 426 S.W.3d 151 (Tex. App.—Houston [1st
                          Dist.] 2012, orig. proceeding).

                          A jury trial took place in Terry County.

Trial court disposition   A jury awarded Smith actual damages of $104,000.

                          The court increased Smith’s recovery by adding the
                          following awards:

                              $5,004,231 in disgorgement

                              about $3,500,000 in attorney’s fees

                              about $750,000 in interest on the disgorgement

                              Partial rescission of the multi-party contracts, i.e.,
                               “as to” Smith and Hardwick.

                          See Tab A (verdict); Tab B (judgment).




1890.001/55701

                                         xv
                        STATEMENT REGARDING ORAL ARGUMENT

           Oral argument is appropriate for several reasons:

                  The legal issues are numerous.

                  The monetary stakes are substantial.

                  The reporter’s record is about 31,000 pages long.

                  The case involves many distinct contracts and legal documents.

The issues are not routine, and the Court would benefit from an opportunity to

discuss them in person with both sides.




1890.001/55701

                                              xvi
                                   ISSUES PRESENTED

           1.    Breach of Fusselman contracts: (a) Does the evidence support the
findings of breach and resulting damages?            (b) Is there charge error in the
definition of “Smith Energy”?          (c) Is there charge error in the definition of
“Fusselman Prospect Agreements”?
           2.    Breach of Bad Billy contract:       (a) Is the contract ambiguous?
(b) Does the property description satisfy the statute of frauds?
           3.    Theft: (a) Is there charge error in the definition of “Smith Energy,”
such that it includes claims that are untimely under the statute of limitations? (b) Is
this a case of bona fide contract dispute and thus not theft?
           4.    Fiduciary duty: (a) Does the evidence support the finding of breach
of fiduciary duty as to the Fusselman projects? (b) Does it support the finding of
breach of fiduciary duty as to Bad Billy? (c) Is there charge error?
           5.    Fraud: (a) Does the evidence support the finding of fraud? (b) Is
there charge error in the definition of “Smith Energy? (c) Is there charge error in
the inclusion of a duty to disclose?
           6.    The $5 million forfeiture award: (a) Should the forfeiture be reversed
for lack of an underlying tort? (b) Is it the return of compensation? (c) Is there
proof of the amounts in Questions 15a and 15b? (d) Is the forfeiture amount too
large? (e) Is forfeiture available here as a remedy for fraudulent inducement?
           7.    Attorney’s Fees: Does the evidence support the award of fees?
           8.    Election of remedies: May Smith recover forfeiture on top of fees?
           9.    Partial rescission:   May Smith have rescission of the Fusselman
contracts “as between” only two of the parties?
           10.   Fees for Hardwick LLC: Should Hardwick LLC recover fees?



1890.001/55701

                                           xvii
                                     INTRODUCTION

           Smith Energy accused landman Mark Hardwick of charging too much and

not working enough. The jury agreed in part, disagreed in part, and found damages

of only $104,000.

           But Smith had spent $3.5 million on lawyers and wanted a bigger recovery.

Smith asked the trial court to add another $5 million in “forfeiture,” which

effectively stripped Hardwick of his working interests in the oil and gas projects.

           To justify that “forfeiture,” Smith argued that Hardwick’s working interests

were basically his salary as a landman. According to Smith, if Hardwick did not

want to keep laboring on the projects, he could not keep collecting his working

interest earnings as a paycheck. 4 RR 18-19, 21.

           This appeal challenges that portrayal of the working interests as dead wrong.

Hardwick’s working interests in the oil and gas projects were not a salary, and he

did not get them from Smith.           If some of Hardwick’s invoices to Smith for

landman services contained errors or overcharges, so be it; Hardwick will pay any

of the $104,000 in damages that Smith legitimately established. But those modest

damages cannot justify clawing away $5 million in real-property interests, and it

cannot justify stacking that $5 million in tort-based forfeiture on top of $3.5

million more in fees for prosecuting the contract case.




1890.001/55701
                                STATEMENT OF FACTS

           This appeal revolves around a handful of written contracts and related

documents that were executed in 2008, 2009, and 2010. Tabs C-J. This statement

of facts will address the circumstances that preceded the contracts, their language,

and the 2011 disagreement about compliance with them.

                     Background: Chasing the Fusselman Pinchout

           The Permian Basin is home to the Fusselman formation, a Silurian Age

dolomite at roughly 11,000 feet. 5 RR 260-62. The Fusselman “pinchout” runs for

hundreds of miles (6 RR 111) and offers good potential as an oil trap. 5 RR 264.

           The trick was finding it. People had chased the Fusselman for years. 6 RR

21; 7 RR 241; see 6 RR 136 (“Forever”). Locating the Fusselman pinchout proved

devilishly hard, and many efforts ended in failure. 7 RR 241. But failures have

educational value. Just as Edison made many unsuccessful light bulbs before

inventing one that functioned, the data from each bad Fusselman well helped

provide a body of knowledge that eventually paid off. Hence the old euphemism

about a bad well—“scientific success and economic failure.” See 6 RR 12.

           Appellant Mark Hardwick knew about the Fusselman because of his father.

4 RR 58; 5 RR 122-23; 6 RR 21. Hardwick is a landman. He was working in

West Texas, along with his friends Steve Blaylock (a geophysicist) and Jerry Elger

(a geologist). 4 RR 58-61. Blaylock said that after a number of bad wells, they

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                                           2
thought that they had learned enough to pursue the Fusselman with some accuracy:

“Working with Jerry Elger and Mark [Hardwick], we put together some seismic

data in an area … where I had pretty good 3D seismic.” 5 RR 265. “I just started

going through, studying all the wells that I had. And I got through with a given

area where I remember I had 22 wells in that given area and I went back through

and finally worked out a method that I could apply and I think I would have been

right in predicting the presence of or the absence of Fusselman on 20 of the wells.

I convinced myself that I could, anyway, and so I kind of got excited.” 5 RR 266.

           They kept honing their methods. The three of them persuaded a client in

Wichita Falls to invest in more drilling, but the client’s engineer insisted on

changing their preferred drill site, and the well was a dry hole. 5 RR 267. Again,

however, they learned from the experience.

           Mark had previously met Lester Smith, a Houston investor in the oil and gas

business. 4 RR 73. Perhaps Mr. Smith might be interested in investing? Mark

Hardwick, Blaylock, and Elger decided to approach Mr. Smith. 6 RR 108-09, 134-

36. But they also included their friend Joey Hardin, who had a prior relationship

with Mr. Smith. 4 RR 91.

           They offered Mr. Smith a standard “third for a quarter” arrangement, in

which an investor agrees to pay one-third of acquisition, seismic, and drilling costs

in exchange for a quarter of the working interest. 5 RR 126-27; 6 RR 10, 18; see 6

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                                            3
RR 200 (“It’s very common”); 9 RR 13 (“a third for a quarter is a very basic and

historic oil and gas transaction”). Mr. Smith invested to the max. 7 RR 242.

Instead of a third, he took three thirds, agreeing to pay all of those costs for 75% of

the working interest. Id. He did so through his company, Smith Energy.

                               The Fusselman Contracts

           The four West Texans—Joey Hardin, Steve Blaylock, Jerry Elger, and Mark

Hardwick—and Mr. Smith did several Fusselman projects. Although litigation

often erupts after deals gone bad, these were “deals gone good” in the sense that

everybody made money. See 4 RR 21 (“hugely successful”). Each Fusselman

project has a name:

                 PROSPECT NAME                            CONTRACT

North Mound Lake                              Participation Agreement
                                              Tab C (DX-1346)(May 1, 2008)

Big Bump                                      Participation Agreement
                                              Tab F (DX-1354)(Oct. 19, 2009)

On Point                                      Geophysical Exploration Agreement
                                              Tab G (DX-1351)(Jan. 2, 2010)

Muy Caliente                                  Geophysical Exploration Agreement
                                              Tab H (DX-1356)(Jan. 15, 2010)

North On Point Extension                      Geophysical Exploration Agreement
                                              (DX-1298)(Dec. 1, 2010)
                                              An amended version is at Tab I (DX-
                                              1350)(June 15, 2011)



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                                          4
           The basic idea was this. The five parties would split the working interest,

75% for Smith and 25% for the four West Texans. Smith would “carry” the others

on the first few wells (but not all wells) by paying certain costs (but not all costs) –

specifically, lease acquisition costs, seismic costs, and drilling costs – until the

casing point. The details are unnecessary to develop here.

           The first contract is a 2008 agreement (DX-1346) between Smith Energy

and Joey Hardin’s company RAW Oil & Gas, with RAW then writing a side letter

to each of the three other West Texans to address each man’s 6.25% share. See

DX-1345. RAW would buy the leases and parcel out working interest shares to

Smith, Hardwick, and the others. The later Fusselman contracts are all multilateral

deals between Smith and all the West Texans. DX-1298, 1351, 1354, 1356.

           These contracts have two significant features:

                 1. They do not classify anybody’s share of the working interest as
                    salary or compensation for services;

                 2. They do not create a joint venture.

In fact, they flatly repudiate joint venture: “It is not the intention of the parties to

create, nor shall this agreement be construed as creating, a mining or other

partnership, joint venture, agency relationship or association, or to render the

parties liable as partners, co-venturers, or principals.” DX-1347 art. VII. Several

even underline the phrase “No Partnership.” DX-1298, 1351, 1356 (§ 6.3).



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                                                5
                                 The Bad Billy Contract

           In addition to the Fusselman contracts, there is a very different contract

called the Bad Billy agreement (Tab J, PX-85). It involves Smith and Hardwick

but not the other three West Texans, who thought the Bad Billy play unattractive.

6 RR 112-13; 7 RR 277-78. They were right. The wells were awful, and Bad

Billy might as well have been named “Horrible Billy.” 4 RR 192, 235; 5 RR 231.

           The Bad Billy agreement is a 3-party deal among Smith, Mark Hardwick,

and Mark’s brother Paul. PX-85. Unlike the Fusselman contracts, it involves

overriding royalty interests, not working interests. Id. Unlike the Fusselman

contracts, it refers to the overrides as compensation. Id.

           It says that Smith wants leases in the Bad Billy area and that Smith will

compensate Paul for geology work with a 1.5% override in any leases acquired.

Id. Smith will assign Mark a 1% override “in consideration” of Mark overseeing

the lease acquisition. Id. Smith will pay Mark all his expenses and—somewhat

more controversially—“a day-work brokerage fee.” Id. The contract has a 3-year

term, starting Dec. 17, 2010. Id.

           What about a land description? Where is the “Bad Billy Area”? The area

exists somewhere in “Terry, Yoakum, Hockley, Lubbock & Lynn Counties.”

PX-85. But the contract does not give a metes and bounds description. It says

only that the “Bad Billy Area” is depicted on an Exhibit A:

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                                            6
The AMI’s black boundary line wanders randomly through the five counties, with

no details about location, so the statute of frauds is an issue.

                     Smith and Hardwick fall out in August 2011

           The Fusselman wells made money. 5 RR 295; 8 RR 12, 55. Acquisition,

seismic, and (some) drilling costs were paid by Smith on the few carried wells.

The other costs – e.g., operating expenses, ad valorem taxes, and royalties – were

undisputedly paid on all the wells by Hardwick and the other working interest

owners from day one, in accordance with their percentages as working interest

owners. 5 RR 203; DX-488, 489, 1357; see also CR 3122 (“from the beginning”).

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                                           7
           This success had two side effects. First, the work approached the town of

O’Donnell. 5 RR 165. So the last Fusselman contract is called “North On Point

Extension / O’Donnell.”       Given the proximity to a populated area, Hardwick

formed a business entity, just as Joey Hardin had formed RAW Oil and Gas and

Jerry Elger had formed Elger Exploration, Inc. 5 RR 205. He formed Mark P.

Hardwick LLC. Id. It holds a number of his working interests. 5 RR 205-06.

           Second, the land work grew exponentially. Hardwick had his hands full. 10

RR 98-103. He and Lester Smith found themselves at odds over what the contracts

mean and over how intense the land work actually was. PX-39.

           The conflict boiled over in August 2011. Hardwick and Smith parted ways

as to Hardwick doing further land work. PX-33, 36. They differed sharply over

whether Hardwick quit or was fired (5 RR 5, 86; 8 RR 34-43), but that

disagreement does not matter to the appeal. What matters is that their relationship

soured to the point that Smith sued Hardwick and his LLC.

                                     This litigation

           Smith filed this suit in Harris County. CR 6. The case soon moved because

venue was held mandatory in West Texas. In re Hardwick, 426 S.W.3d 151 (Tex.

App.—Houston [1st Dist.] 2012, orig. proceeding). By the time of the verdict in

Terry County, Smith was on its eighth amended petition (CR 2895) and had spent

$3.5 million in attorney’s fees. See Question 24.

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                                           8
           The live petition seeks actual damages, exemplary damages, attorney’s fees,

and interest. CR 2926-28. It also asks for “forfeiture of all compensation paid,”

including “all assigned mineral interests and overriding royalty interests.”

CR 2927. The forfeiture claim may deserve mention because it underpins the trial

court’s award of $5 million.

           The forfeiture claim grows out of Smith’s position that the parties created

joint ventures, which involved fiduciary duties. CR 2902. Based on those alleged

fiduciary duties, Smith sought forfeiture of Hardwick’s Fusselman working

interests. CR 2919. In essence, Smith approaches the case as though Hardwick

were an attorney and Smith a client, with Hardwick’s Fusselman working interests

being a “fee” that came from the client and thus can be returned to the client in the

event of a clear and serious breach of fiduciary duty. CR 3162-65.

           Hardwick disputed all this. He noted that the working interests never came

from Smith in the first place, that they were not a fee to be forfeited, and that there

was no joint venture or fiduciary duties in any event. CR 3007-50, 3088-102.

           The contract claims are straightforward.     Smith alleged breach of the

Fusselman contracts and the Bad Billy contract. CR 2919-21. For damages, Smith

alleged two distinct classes of damages: (1) overcharges, and (2) the cost of hiring

replacement landmen to finish Hardwick’s purported responsibilities.




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                                            9
           The overcharge damage allegations are just what they sound like; they

accuse Hardwick of inflating his invoices with time that he did not work and with

expenses that he should not have included.

           The replacement landman allegations accuse Hardwick of quitting too soon.

Smith argued that the Fusselman contracts required him to do Fusselman land

work and to keep doing it for as many years or decades that there is still Fusselman

activity going on. Smith further asserted that Hardwick breached the Bad Billy

contract by quitting before the end of the 3-year term, resulting in excess cost when

Smith had to hire new landmen.

           The court ruled several of the Fusselman contracts ambiguous with regard to

whether Hardwick promised to keep doing land work as long as the Fusselman

projects are alive. 11 RR 276. The court ruled the Bad Billy contract ambiguous

as to whether Hardwick promised to cap his daily rate at $500. 11 RR 283.

                                       The verdict

           The jury found for Smith on all four theories:      (1) contract, (2) fraud,

(3) fiduciary duty, and (4) theft. It found damages of $104,000, which consisted of

about $79,000 in overcharges, plus $25,000 in replacement landman costs for Bad

Billy work. The jury found about $3.5 million in fees for Smith’s trial fees, and

another $250,000 in fees for any appeal. See Question 24.




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                                            10
           The jury charge also asked about Hardwick’s working interests. The jury

found that Hardwick received $795,056 in working interest earnings after he

stopped the landman services and that his working interests had a market value of

$4,209,175 in the middle of 2013. See Question 15.

           Smith obtained findings on four theories but did not elect a remedy. Instead,

Smith sought a judgment for all of them stacked on top of each other—actual

damages, rescission (despite damages), fees (under the contract and theft theories),

and forfeiture (under the tort theories). Specifically, Smith wanted forfeiture of the

$795,056 plus the $4,209,175 associated with the Fusselman working interests.

The trial court awarded all of the above.

                                 STANDARD OF REVIEW

           Jury findings are reviewed under the normal sufficiency standards. See City

of Keller v. Wilson, 168 S.W.3d 802 (Tex. 2005). Abuse of discretion review

applies to rulings on the charge and equitable relief. Thota v. Young, 366 S.W.3d

678, 687 (Tex. 2012); Burrow v. Arce, 997 S.W.2d 229, 245 (Tex. 1999). De novo

review applies to the other issues. See Nat’l Prop. Holdings, L.P. v. Westergren,

453 S.W.3d 419, 426 (Tex. 2015) (applicability of statute of frauds); Bowden v.

Phillips Petroleum Co., 247 S.W.3d 690, 705 (Tex. 2008) (ambiguity); Figueroa v.

Davis, 318 S.W.3d 53, 66 (Tex. App.—Houston [1st Dist.] 2010, no pet.)

(availability of prejudgment interest).

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                                             11
                             SUMMARY OF THE ARGUMENT

           The trial court failed to impose meaningful discipline on the plaintiffs’ case.

Smith sued on written contracts, but the court failed to enforce them as written.

Smith requested a charge that blurs all the Fusselman contracts together as one and

defines “Smith” too broadly, but the court submitted it nonetheless.

           1. Contract & theft. The contract and theft theories are unsound. The

Fusselman contracts do not require Hardwick to do what Smith alleges, and the

remaining contract (“Bad Billy”) violates the statute of frauds. The theft theory is

either unproven or contaminated by inclusion of time-barred claims.

           2. Tort. The tort theories have similar flaws. Smith alleged a fiduciary

duty from a joint venture, but the contracts repeatedly disavow joint venture and

fiduciary duties. The fraud theory contains layers of charge error.

           3. Remedies. The trial court wrongly inflated the recovery by awarding

(a) $5 million in “forfeiture”, (b) $3.5 million in unproven attorney’s fees, (c) fees

stacked on top of forfeiture, (d) partial rescission of the agreements, and

(e) prejudgment interest on the non-compensatory “forfeiture.”

           4. LLC. Mark P. Hardwick LLC has its own appeal on the issue of

attorney’s fees. The theft statute makes fees mandatory for a prevailing party.

Smith sued the LLC for theft but did not prevail against it. As a result, the statute

requires an award of fees to LLC.

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                                             12
                                       ARGUMENT

           Smith won a verdict for $104,000 in damages. If the trial court had rendered

judgment for only that amount, this appeal might never have arisen. The court,

however, awarded Smith a judgment for about 90 times that amount.                  The

judgment stacks an oversized forfeiture award on top of an oversized fee award.

I.         THE CONTRACT AND THEFT THEORIES SHOULD BE REVERSED.

           Start with contract and theft. Those theories closely resemble each other,

except that contract damages were $104,000, whereas the theft damages were only

$79,428 because the jury charge restricted the theft damages to overcharge claims.

           The jury charge combined all five Fusselman contracts into a single bundle,

even though the contracts vary in wording.           This inappropriate fusion of the

agreements enabled Smith to gloss over weaknesses in his case, with the result that

the jury found Hardwick guilty of breaking promises that he kept—and of breaking

promises that he never even made.

           A.    The Fusselman contract recovery should be reversed.

           There is legally and factually insufficient evidence that Hardwick breached

any of the Fusselman contracts, let alone all of them. Further, the contract damage

findings are unsupported. The jury found damages of $36,003 in overcharges. See

Question 5(1)(a). It found that those damages “resulted from” a failure to comply.

But there is legally and factually insufficient evidence of that.


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                                            13
           At a minimum, there is charge error. The charge collected several different

documents and defined them all as the “Fusselman Prospect Agreements.” The

first is the North Mound Lake agreement. Hardwick is not even a party to that one,

yet the jury found him in breach of the “Fusselman Prospect Agreements.” See

Question 3a. The definition is tainted by inclusion of North Mound Lake.

                 1.    The Fusselman part of the contract recovery should be
                       reversed and rendered, because Hardwick did not breach
                       any of the Fusselman contracts, let alone all of them.

           Hardwick did not breach the Fusselman contracts at all:

                  He is not a party to the first contract (the North Mound Lake
                   Participation Agreement);

                  He is a party to the second contract (Big Bump) but made no
                   promise to anybody about land work or its cost.

                  He is a party to the other contracts, but the only relevant
                   promise is to participate “as may be requested from RAW,”
                   and all agree that he did everything RAW requested.

There is zero evidence that the Fusselman contracts were breached.

           The first contract in the definition of Fusselman Prospect Agreements is the

North Mound Lake Participation Agreement (DX-1346). It runs between Smith,

RAW Oil & Gas, and RAW Energy. Hardwick cannot have breached a contract to

which he was not a party. That is especially true given that the contract requires

RAW—not Hardwick—to negotiate with landowners and to “conduct all title

investigations.” Id. § 6.


1890.001/55701

                                            14
           The definition’s next items are the North Mound Lake Letter Agreements.

They consist of three letters from RAW to Blaylock, to Elger, and to Hardwick.

See PX-1, DX-86, DX-1345. Hardwick is not a party to the letter to Blaylock or

Elger, so he cannot have breached either of those.

           Hardwick was the recipient of the third RAW letter (PX-1), but there is no

evidence that he breached any promise there. The only promise that he arguably

made there was to pay his share of certain costs: “Hardwick will pay his way on

the completion cost of the first well and all subsequent operations including any

additional acreage purchases within the AMI area ....” PX-1. Nothing suggests

that Hardwick broke that promise. All agree that Hardwick paid his share of the

costs for all the various wells. 6 RR 270.

           The next Fusselman agreement is Big Bump (DX-1354). This contract has

the virtue of including Hardwick as a party. However, it contains no promise for

Hardwick to do land work at any given rate or on any given terms. Nothing in the

contract obligates Hardwick to do any land work, let alone do it for a certain price.

Again, there is no evidence of breach.

           Finally, there are the remaining Fusselman contracts: On Point, Muy

Caliente, North On Point, and Amended North On Point. DX-1351, 1356, 1298,

1350. These contracts include Hardwick as a party. But they do not require him to

perform land work. In fact, they provide for the opposite by assigning that job to

1890.001/55701

                                           15
RAW. Section 1.5(b) of each says that “RAW will provide or supervise the land

work.” Once again, there is no evidence that Hardwick breached any of these

Fusselman contracts.

           Smith argued that Hardwick had a duty to do land work because the final

Fusselman contracts (On Point, Muy Caliente, and the North On Point) contain this

sentence in section 1.5: “All Parties will participate with RAW in accomplishing

the Geophysical Program as may be requested from RAW from time to time.”

           That clause does not commit Hardwick to do land work. But even if it did,

the most that it might require would be to do what RAW “requested.” Yet there is

no evidence that he breached any such obligation. It is undisputed that Hardwick

did everything RAW asked him to do. Hardwick’s defense lawyer, the Hon. Rick

Strange, asked this simple question to RAW’s principal, Joey Hardin:

           Q.    Have you asked Mark to do any land services that he didn’t do?

           A.    No.

6 RR 247. This Court will find no evidence whatsoever of Hardwick refusing to

do any land work “requested” by RAW.

           The question for all the Fusselman contracts thus boils down to this:

Where’s the breach? The evidence shows no breach of those contracts at all. The

Court should reverse the recovery of the $36,003.




1890.001/55701

                                           16
                 2.    The Fusselman part of the contract recovery should be
                       reversed and rendered, because no overcharge damages
                       resulted from any breach.

           Even if the Fusselman contracts had been breached, those contracts have no

connection to the overcharge damages found in Question 5(1)(a). The contracts

simply do not cap landman charges at $500 a day or at any particular price.

Although Smith’s damage expert assumed that the contracts impose such a ceiling

(7 RR 10-11), they do not. They never mention the subject. The jury had no basis

for finding that the $36,003 in overcharges “resulted from” any failure to comply

with the “Fusselman Prospect Agreements.”

           Hardwick objected to these questions and assailed the findings in post-

verdict motions. CR 3012-32; CR 3530-32. He noted that Smith had evidence

(but not findings) about oral contracts, and findings (but not evidence) about

written contracts. See CR 3012. The disconnect between the written contracts and

the supposed oral deals is stark. See 6 RR 239 (“but that was not our gentleman

agreement”); 8 RR 82 (“We had an oral agreement”).

           Hardwick’s JNOV motion made this point in a way that nobody could miss:

“The jury’s answer to Question 5.1(a) should also be disregarded because there is

no evidence to support this finding.” CR 3028. He went on to point out that there

was no evidence “that Mark Hardwick agreed in the written contracts to limit his

day rate or to charge no overtime.” Id.


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                                           17
           In his response to the lengthy JNOV motion, Smith could only write three

sentences to defend the indefensible finding of Fusselman overcharge damages:

                 The evidence clearly supports the jury’s finding that
           Hardwick’s breach caused Smith Energy damage. The evidence
           showed that Hardwick charged for days of work that he could not and
           did not work. See Plaintiff Exhibit 182A. There was abundant
           evidence that his billing constituted double billing or overbilling. See
           Shaw, August 27 at 122-23.

CR 3118. That is it. That is all that Smith could say about the evidence supporting

the answer to Question 5.

           As shown earlier, however, no evidence supports the award of $36,003 for

overcharge damages that “resulted from” any breach of the Fusselman contracts.

Those contracts say nothing about charging or overcharging. The Court should

reverse and render the $36,003 recovery, and the Court should award Hardwick his

fees (or at least remand to let him pursue them) as prevailing party under the

Fusselman contracts. See, e.g., DX-1298, 1351 (§ 6.5); Robbins v. Capozzi, 100

S.W.3d 18, 27 (Tex. App.—Tyler 2002, no pet.).

                 3.     Alternatively, the Fusselman contract recovery should be
                        reversed and remanded because of charge error.

           The jury charge defines “Smith Energy” and “the Fusselman Agreements.”

However, it defines those terms so broadly as to include items that do not belong.

This problem infects all four liability theories and constitutes reversible error, per

the progeny of Crown Life Ins. Co. v. Casteel, 22 S.W.3d 378 (Tex. 2000).


1890.001/55701

                                             18
           First, the term “Fusselman Prospect Agreements” covers several contracts.

But the contracts differ significantly. The earliest Fusselman contract runs only

between RAW and Smith. DX-1346. Yet the jury found Hardwick liable for

breaching the “Fusselman Prospect Agreements.”                See Questions 3a & 5.

Hardwick cannot have breached a contract to which he was not a party. Nor can he

have breached Big Bump, because it has no promise to do land work.

           Second, the charge defines “Smith Energy Company” as including Smith

Energy Company and over two dozen other parties, such as the friends and family

members of Mr. Smith who took pieces of Smith’s interest by assignment.

           The inclusion of extra parties creates severe problems. Trial focused on the

Hardwick’s dealings with Mr. Smith, but not with Mr. Smith’s friends and family.

Even if the contract was assignable (giving the extra parties a right to sue), there

must be evidence on every element of their claims. Take fraud. Fraud requires

reliance, but there is insufficient evidence of reliance by those parties.

           Likewise, theft has a short statute of limitations. If the theft claims by the

extra parties were time-barred when assigned over to Smith (which they were),

they remain just as untimely when Smith sues on them. The definition of “Smith”

built error into the theft claim by including assigned claims from the extra entities.

While the other theories will come up later in this brief, the point here is that the




1890.001/55701

                                             19
jury charge was marred by Casteel error because of the way it defined “Smith” and

“the Fusselman Prospect Agreements.”

           The law in this area is familiar to the Court. Broad-form submission is the

reigning model for charge practice. TEX. R. CIV. P. 277. But the model has limits:

“Rule 277 is not absolute.” Casteel, 22 S.W.3d at 390. Thus, “when the trial court

is unsure whether it should submit a particular theory of liability, separating

liability theories best serves the policy of judicial economy underlying Rule 277 by

avoiding the need for a new trial when the basis for liability cannot be

determined.” Id.

           A trial court can combine different items into a single question as long as

each item genuinely belongs. But if an item does not belong, it may infect the

whole question. Thus, one “rotten apple” can spoil the whole barrel.

           This doctrine comes from Casteel and its progeny, such as Harris County v.

Smith, 96 S.W.3d 230 (Tex. 2002), which extended the rotten apple concept to

situations where part of a submission is unsupported by sufficient evidence. See

Bed, Bath & Beyond, Inc. v. Urista, 211 S.W.3d 753, 756 (Tex. 2006) (“Under

Casteel and Harris County, we presume that the error was harmful and reversible

and a new trial required when we cannot determine whether the jury based its

verdict solely on the improperly submitted invalid theory or damage element.”).




1890.001/55701

                                            20
           “Submission of an invalid theory involves ‘[a] trial court’s error in

instructing a jury to consider erroneous matters.’”            Columbia Rio Grande

Healthcare, L.P. v. Hawley, 284 S.W.3d 851, 865 (Tex. 2009) (quoting Harris

County, 96 S.W.3d at 233). Here such “erroneous matters” appear in two key

definitions: Smith Energy Company and the Fusselman Prospect Agreements.

Page 3 of the charge defines “Smith Energy Company” as referring to the company

“and on behalf of the interests of” more than two dozen other entities.

           Smith’s argument for including the extra entities in the definition was that

the company distributed slices of its oil and gas interests to all the recipients, while

later taking back litigation assignments of the right to sue Hardwick in this lawsuit.

For lack of a better term, this brief will refer to “tag-along” parties. The tag-along

parties did not sue in the lawsuit as plaintiffs, but they assigned their rights to sue

Hardwick to Smith, who prosecuted those claims as plaintiff.

           Hardwick objected to defining Smith this way. 11 RR 398-99; see also 8

RR 231-33, 246-49. He argued that the assigned claims suffered from evidentiary

insufficiency as to their elements.        The trial court should have sustained his

objections. The verdict treats him as breaching all the Fusselman agreements, but

he plainly did not breach North Mound Lake or Big Bump. At a minimum, the

contract recovery suffers from Casteel error because of the inclusion of the extra

parties and because of the combination of all the Fusselman contracts.

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                                            21
           B.    The Bad Billy contract recovery should be reversed.

           The trial court held the Bad Billy agreement ambiguous and asked the jury

to construe it. See Question 2; see also 11 RR 283 (trial court ruling of ambiguity).

The jury construed it in Smith’s favor and found Hardwick liable. See Question 3.

Damages were about $68,000 – i.e., $43,425 in overcharges and $25,448 for the

cost of hiring the replacement landmen. See Question 5.

                 1.    The contract (PX-85) is not ambiguous.

           Question 2 asked whether Hardwick agreed “[i]n the Bad Billy Agreement”

that he would “perform landman services for a day work rate of $500.” It told the

jury to construe the statement “that Smith shall pay all expenses incurred by Mark

in connection with such lease acquisition, plus a day-work brokerage fee.” But

that statement says nothing about fixing the fee at $500, and it says nothing about

the way such a fee would be computed.

           The court rewrote the contract. There simply is no $500 rate “[i]n the Bad

Billy Agreement.” The agreement says nothing about a $500 rate, any more than it

says something about a rate of $1 or $15 million. The writing just does not set the

dollar amount. Courts should not supply missing terms in this fashion. The classic

example is Stanley Boot, where a loan contract failed to state the interest rate, and

the court refused to insert that missing term. See T.O. Stanley Boot Co., Inc. v.

Bank of El Paso, 847 S.W.2d 218, 222 (Tex. 1992).


1890.001/55701

                                           22
           Sometimes a court can imply a reasonable price, such as in a UCC contract

for the sale of goods. But that is not the factual issue that these parties litigated,

and it is not what the charge told the jury to find. If the jury had been asked simply

about the reasonableness of Hardwick’s rates, it likely would have found for him,

because so many people saw his invoices and approved them. Regardless, that is

not what Question 2 asks. The overcharge recovery should be reversed.

                 2.    The statute of frauds applies to the Bad Billy claim.

           The statute of frauds bars the claim for $25,000 as the cost of hiring

replacement landmen. Those expenditures occurred after Smith and Hardwick

separated in August 2011. But enforcing that part of the bargain is impermissible,

because Bad Billy is an agreement to convey real estate, without an adequate land

description. Although it attaches a map with a crude drawing, the drawing is too

fuzzy to satisfy the statute. The description fails as a matter of law, or at least as a

matter of the great weight of the evidence. Hardwick preserved this point by

raising it repeatedly. CR 3029-30, 3055, 3532, 3538; see also 11 RR 403.

           Smith agreed to convey overrides to Hardwick, who agreed to do land work.

An overriding royalty interest is real property subject to the statute of frauds.

Quigley v. Bennett, 227 S.W.3d 51, 54 (Tex. 2007). Hence, the agreement triggers

the statute of frauds, as it refers to a “Lease Acquisition Program” and states that

Smith is desirous of “acquiring oil and gas leases.” PX-85.


1890.001/55701

                                           23
           The contract “must furnish within itself, or by reference to some other

existing writing, the means or data by which the [property] to be conveyed may be

identified with reasonable certainty.” Long Trusts v. Griffin, 222 S.W.3d 412, 416

(Tex. 2006). “The essential elements may never be supplied by parol.” Wilson v.

Fisher, 144 Tex. 53, 57, 188 S.W.2d 150, 152 (1945). If enough description exists

so that a person familiar with the area can locate the premises with reasonable

certainty, it can satisfy the statute. Gates v. Asher, 154 Tex. 538, 541, 280 S.W.2d

247, 248-49 (1955). But even if the contracting parties knew and understood what

property was intended to be conveyed, their knowledge and intent will not make

the contract valid. Morrow v. Shotwell, 477 S.W.2d 538, 540 (Tex. 1972).

           The text has no description at all. PX-85. It references five counties, an

area called the “Bad Billy Area” or “AMI Outline” in “portions” of those counties,

and an area that is excluded. There is nothing about tracts, sections, surveys, or

acreage size. There is no description of the location, distance, or direction of the

lines comprising the irregular boundary lines. There is no recording information.

The text itself is plainly inadequate.1


1 See., e.g., Long Trusts, 222 S.W.3d at 416 (description of lessors’ names and each lease’s
survey name, term, and net acreage insufficient); Morrow, 477 S.W.2d at 540-41 (description of
tract, survey, and county insufficient); Matney v. Odom, 147 Tex. 26, 28-29, 210 S.W.2d 980,
982 (1948) (description of acreage amount, survey, city, county, and relation to nearby
courthouse and highway insufficient); Greer v. Greer, 144 Tex. 528, 530-31, 191 S.W.2d 848,
849-50 (1946) (description of acreage amount, survey, county, patent, volume, and abstract
numbers insufficient).

1890.001/55701

                                             24
           Nor does the attached map suffice. It is true that an “attached map becomes

a part of the written contract and can aid a defective written description if the map

contains enough necessary descriptive information.” U.S. Enters., Inc. v. Dauley,

535 S.W.2d 623, 628 (Tex. 1976). But not this map. The area depicted on the map

cannot be located with reasonable certainty.

           The location of the irregularly-shaped boundaries is uncertain.                   The

boundary lines cut through portions of several counties, but there is no data to fix

the precise spots. There is no information about the width of the boundary lines.

There is no information regarding the courses and distances of the boundary lines.

There is no scale to determine the length of the lines. There is no identifiable

survey or recording information. An equally indeterminate “excluded” area falls in

and out of the boundary lines. These problems doom the map.2

           The testimony reinforces this conclusion, inasmuch as the only surveyor

who testified indicated that the description is inadequate. 10 RR 57; 13 RR (Piper

excerpt). The surveyor flatly could not locate the “AMI Outline.” 13 RR at

deposition p. 25-27, 66, 80-81. For these reasons, Bad Billy fails the statute.


2 See, e.g., U.S. Enters., 535 S.W.2d at 628-29 (tract location uncertain on map); Sabine Inv. Co.
of Tex., Inc. v. Stratton, 549 S.W.2d 247, 249-50 (Tex. Civ. App.—Beaumont 1977, no writ)
(courses and distances not provided); Guenther v. Amer-Tex Const. Co., 534 S.W.2d 396, 398
(Tex. Civ. App.—Austin 1976, no writ) (map not drawn to scale did not show size, acreage,
recording information, or width, length, and position of boundary lines); Heir of Barrow v.
Champion Paper & Fibre Co., 327 S.W.2d 338, 347 (Tex. Civ. App.—Beaumont 1959, writ
ref’d n.r.e.) (width of boundary line uncertain).


1890.001/55701

                                               25
           This does not undo the parties’ past performance. But it makes the contract

unenforceable as to future performance after Smith and Hardwick separated. See

Long Trusts, 222 S.W.3d at 417 (“Respondents’ acquisition of interests in the past

were completely separate from future transactions and did not insulate the

agreements from the Statute of Frauds for wells not drilled”). The Court should

reverse the $25,000 in damages found in Question 5 for services after Smith and

Hardwick separated.

           C.    There is no theft, and even if there were, the statute of limitations
                 would still bar almost all of the theft recovery.

           The jury found statutory theft and assessed damages of about $79,000.

Those damages do not include the costs of hiring other landmen; they include only

overcharges. See Question 18. The question does not have separate blanks for

Fusselman and Bad Billy, but the answer of $79,428 matches the earlier findings

about overcharges for Fusselman ($36,003) and Bad Billy work ($43,425).

           The theft recovery has two flaws. First, it has a titanic problem with the

statute of limitations. Almost all the damages come from assigned claims, but

those claims are untimely. Second, the theft recovery treats a bona fide contract

dispute as a crime. When a trial court cannot even tell what a contract means—and

a jury has to pick between two reasonable readings—there might be a breach of

contract but not statutory theft.



1890.001/55701

                                            26
                 1.    The statute of limitations bars recovery.

           The Texas Theft Liability Act creates a cause of action for theft. See TEX.

CIV. PRAC. & REM. CODE § 134.003. The 2-year statute of limitations applies to

theft claims. J&J Sports Prods., Inc. v. JWJ Mgmt., Inc., 324 S.W.3d 823, 832

(Tex. App.—Fort Worth 2010, no pet.); see Jeanbaptiste v. Wells Fargo Bank,

N.A., No. 14-10671, at *4 (5th Cir. Nov. 7, 2014) (“A two-year limitations period

applies to conversion and TTLA claims.”). Courts widely agree on this.3

           Because the assigned claims were not sued on in this case until February

2014 (CR 1286, 1319), Hardwick asserted limitations. CR 3054, 3538; 11 RR 399,

405. Smith responded with the relation-back rule of TEX. CIV. PRAC. & REM. CODE

§ 16.068. CR 3135. Smith argued that the original petition was filed in November

2011, and that all new claims added in later pleadings count as timely as long as

they relate to the same transaction. Id.

           Relation-back does not let a plaintiff resurrect somebody else’s dead claims

via assignment. If P sues timely, P can amend to add his or her own claims. But P

cannot collect stale claims belonging to another and turn them from stale to timely.


3 See Cooper v. Green Tree Servicing LLC, 2015 WL 799255, at *3 (N.D. Tex. Feb. 25, 2015);
Malik v. ConocoPhillips Co., 2014 WL 3420775, at *5 (E.D. Tex. June 23, 2014); Hoffart v.
Wiggins, 2010 WL 816915, at *12 (E.D. Tex. Jan. 30, 2010), adopted & rejected in part, 2010
WL 816863, at *4 (E.D. Tex. Mar. 3, 2010), rev’d in part on other grounds, 406 Fed. Appx. 834
(5th Cir. 2010); Howard v. Sony BMG Music Entm’t, 2007 WL 2537865, at *3 (S.D. Tex.
Aug. 31, 2007), aff’d, 293 Fed. Appx. 350 (5th Cir. 2008).


1890.001/55701

                                             27
Goose Creek Consol. I.S.D. v. Jarrar’s Plumbing, Inc., 74 S.W.3d 486, 493 (Tex.

App.—Texarkana 2002, pet. denied). A dead claim cannot be resurrected after D’s

limitations defense has vested. See Cadle Co. v. Henderson, 982 S.W.2d 543, 546

(Tex. App.—San Antonio 1998, no pet.) (“When the limitations period has run,

rights have become ‘vested and perfect,’ and even the Legislature cannot remedy

or lengthen the limitations period.”).

           When TP assigns a claim to P, courts say that P has stepped into TP’s shoes.

See Sw. Bell Tel. Co. v. Marketing on Hold Inc., 308 S.W.3d 909, 920 (Tex. 2010)

(“stands in the shoes of his assignor”). A defense that was good against TP is good

against P: “an assignee or subrogee walks in the shoes of his assignor and takes

the assigned rights subject to all defenses which the opposing party might be able

to assert against his assignor.” Burns v. Bishop, 48 S.W.3d 459, 466 (Tex. App.—

Houston [14th Dist.] 2001, no pet.) (emphasis added); see Houchins v. Scheltz, 590

S.W.2d 745, 751 (Tex. Civ. App.—Houston [14th Dist.] 1979, no writ) (assignee

has no greater right to recover on contract than assignor).

           Where, as here, the claim was time-barred before it was assigned, assigning

the claim will not bring it back to life. See Goose Creek, 74 S.W.3d at 493

(“Because an assignee stands in the shoes of the assignor, [P] was subject to the

statute of limitations as it applied to [D]’s independent actions for breach and

negligence, and was thus barred”).

1890.001/55701

                                            28
           The assigned claims were dead when Smith obtained them. Most of the

$79,000 in overcharges preceded the blowup of August 2011, and any remaining

charges would have been incurred by the end of 2011. The statute would expire on

all charges by the end of 2013. In fact, it would have expired on most of them

before that, because they were paid earlier. See PX-40, 162, 174; DX-7, 8, 79, 80,

186-90. The theft recovery is time-barred as to assigned claims, and their inclusion

contaminates the remainder, per Casteel and Harris County.

                 2.     Breach of a contract should not be theft.

           The trial court found the language ambiguous, making it impossible for the

litigants to know what their contract meant until a jury verdict informed them.

Being on the wrong side of a contract dispute is not theft:

           If a bona fide dispute exists as to the ownership of the property, then
           the evidence is legally insufficient to sustain a theft conviction. See
           Hann v. State, 771 S.W.2d 731, 733 (Tex. App.—Fort Worth 1989, no
           pet.); see also Roper v. State, 917 S.W.2d 128, 132-33 (Tex. App.—
           Fort Worth 1996, pet. ref’d) (ordering acquittal in a theft case that was
           based on “a simple case of a civil contract dispute”).

Bokor v. State, 114 S.W.3d 558, 560 (Tex. App.—Fort Worth 2002, no pet.); see

Jacobs v. State, 230 S.W.3d 225 (Tex. App.—Houston [14th Dist.] 2006, no pet.)

(similar). Even if Hardwick is wrong about the contract’s meaning, the fact that it

had to go to a jury shows that this case is “a simple case of a civil contract

dispute.” Roper, 917 S.W.2d at 132. It is not theft. Id.



1890.001/55701

                                              29
II.        THE TORT THEORIES SHOULD BE REVERSED.

           The fraud and fiduciary duty theories have similar problems: the evidence

does not support them, and they have the same Casteel issues just discussed.

           A.      There is no breach of fiduciary duty.
           The parties to the Fusselman projects disclaimed fiduciary duties. See DX-

1347, art. VII.A (“the parties shall not be considered fiduciaries”); DX-1354

(disclaiming “partnership,” “joint venture,” and “agency”). They did it repeatedly:

                  “No Partnership.” (DX-1351, § 6.3)

                  “No Partnership.” (DX-1356, § 6.3)

                  “No Partnership.” (DX-1298, § 6.3)
Thus, Hardwick strenuously objected to the fiduciary duty issue (Question 13).

See 11 RR 411 (“there is no evidence of fiduciary duty. There’s no basis at all to

ask the jury if Mark owed a fiduciary duty because as a matter of law, he didn’t.”).

He did the same with the issues about joint venture (Question 11) and agency

(Question 12). 11 RR 408-11.4 The trial court erred in failing to heed.



4 Hardwick reiterated the no-evidence complaints in his JNOV motion. See CR 3047 (“The
Jury’s Finding That Mark Hardwick Breached His Fiduciary Duty Should Be Disregarded
Because He Owed No Such Duty.”); CR 3048 (“Hardwick was not a member of a joint venture
with Smith Energy Company, individually or as defined by the court, and he was not Smith
Energy Company’s agent.”); see also CR 3036 (“Hardwick was not a member of a joint venture
with Smith Energy”); CR 3037 (“There was no joint venture”); CR 3042 (“The evidence
establishes that there was no joint venture as a matter of law”); CR 3044 (“The evidence
conclusively establishes that Mark Hardwick was not Smith Energy Company’s (individually)
agent, let alone the vast majority of the individuals and entities included within the Court’s
definition of Smith Energy Company.”). His motion for new trial is similar. CR 3535-36.

1890.001/55701

                                             30
                 1.   There is no joint venture, as the parties carefully disclaimed
                      any joint venture in writing.

           Smith alleged a joint venture between Hardwick and Smith because of the

Fusselman contracts. See CR 2918 (alleging a joint venture “as a result of the fact

that Hardwick and Smith are joint working interest owners”); CR 2902 (“The

GEAs each created a joint venture”).

           But the contracts say the opposite.   Start with the North Mound Lake

Participation Agreement between Smith and RAW (DX-1346), and the three side

letters that brought Blaylock, Elger, and Hardwick into the project (DX-86). The

participation agreement says nothing about a joint venture. See DX-1346.

           Paragraph 11 requires them to sign an operating agreement (DX-1347),

which they all did. That agreement disclaims any joint venture. It does so in

Article VII’s very first paragraph: “It is not the intention of the parties to create,

nor shall this agreement be construed as creating, a mining or other partnership,

joint venture, agency relationship or association, or to render the parties liable as

partners, co-venturers, or principals.” DX-1347. Article VII goes on to say that

“the parties shall not be considered fiduciaries.” Id. Lester Smith signed the

operating agreement, as did everyone else involved in the deal: Hardin, Blaylock,

Elger, and Hardwick. See id.




1890.001/55701

                                          31
           If they had not signed this agreement, the parties might debate the effect of

the statutory rule that “ownership of mineral property under a joint operating

agreement” is a fact that, “by itself, does not indicate that a person is a partner in

the business.”        TEX. BUS. ORGS. CODE § 152.052(b)(4).         But the operating

agreement removes all room for debate. There was no joint venture.

           The Big Bump contract contains similar terms. DX-1354. The contract has

an attached operating agreement, which again states in Article VII that there is no

joint venture or partnership, and that the parties “shall not be considered

fiduciaries.” Id.

           The remaining agreements—On Point, Muy Caliente, and North On Point

Extension—loudly reject any possibility of a joint venture. Paragraph 6.3 of each

one is entitled “No Partnership.” There, the parties renounced any joint venture:

“The liabilities of the Parties hereunder shall be several, not joint or collective ….

It is not the intention of the Parties to create, nor shall this Agreement be deemed

as creating a mining or other partnership or association or to render the Parties

liable as partners.” DX-1351; accord DX-1356, DX-1298.

           The operating agreements go further by rejecting any fiduciary duty between

the parties: “the parties shall not be considered fiduciaries or to have established a

confidential relationship.” DX-1354, art. VII.A; accord DX-1356, DX-1298.




1890.001/55701

                                             32
           So while Smith certainly alleged that the contracts “created a joint venture”

(CR 2902), those allegations wither in the face of the contracts. There was no joint

venture, and even if there had been, the parties disclaimed any fiduciary duties.

Joint venturers have a right to agree that they will not owe fiduciary duties, as the

State’s policy of freedom of contract supports almost any bargain made by a joint

venture’s members. See TEX. BUS. ORGS. CODE § 152.002(a).

                 2.    There is no agency, because the parties disclaimed it.

           A similar analysis applies to agency. The Fusselman operating agreements

state in Article VII that it is not the intention of the parties to create “a mining or

other partnership, joint venture, agency relationship or association.” DX-1347;

accord DX-1354, DX-1351, DX-1356, DX-1298. Further, they likewise provide

that the “parties shall not be considered fiduciaries.” Id.

           Smith says that agency existed for Bad Billy, but not Fusselman. CR 3129.

If so, agency cannot support the $5 million forfeiture award, because that money

(Question 15) relates to Fusselman, not Bad Billy. The most that agency might

support would be Bad Billy tort damages (Question 14) of $43,425 in overcharges

plus $25,448 in replacement costs, with no fees and no forfeiture of Fusselman

working interest money. CR 3092. So the most Smith could recover is $68,873.

           But even that award has problems. First, there is no proof of any breach of a

fiduciary duty related to any Bad Billy agency. What did Hardwick do wrong on


1890.001/55701

                                             33
Bad Billy? According to Smith, he charged too much and stopped too soon.

Those acts may be contract breaches but not fiduciary duty breaches.

           Second, the statute of frauds bars the recovery of the $25,448 in replacement

landman costs, because a plaintiff cannot have benefit-of-the bargain damages in

tort when the statute of frauds makes the bargain unenforceable, as is true of the

Bad Billy contract. Haase v. Glazner, 62 S.W.3d 795, 797-99 (Tex. 2001).

           Finally, the definition of “Smith” injects Casteel error into the agency claim.

As noted earlier, the definition includes all the tag-along parties as “Smith,” but

there is no evidence of agency between Hardwick and those parties.

                 3.     The contracts have legal effect.

           When Hardwick pressed these arguments in his JNOV motion, Smith replied

that the contracts do not count. First, Smith claimed that there was testimony

about the five partnership factors. CR 3120-24; see CR 3124 (“regardless of the

language used in the Fusselman Prospect Agreements or the JOAs, the agreements

are not conclusive proof that a joint venture does not exist.”).

           But that argument fails because it pretends that the contracts are ineffective.

Parties cannot end-run their written agreements by taking the stand and asserting,

“Oh yes, despite disclaiming a joint venture in writing, we actually had a joint

venture because we shared control and all those other things.”




1890.001/55701

                                             34
           The whole point of the contractual disclaimers was to define the relations

between the parties and to prevent one party from ambushing another party with

phony allegations of partnership. Texas does not favor “surprise or accidental

partnerships.” Ingram v. Deere, 288 S.W.3d 886, 898 (Tex. 2009).

           Texas recognizes “the right of persons to define the terms of their business

relationships.” Nat’l Plan Adm’rs, Inc. v. Nat’l Health Ins. Co., 235 S.W.3d 695,

702 (Tex. 2007); see Gym-N-I Playgrounds, Inc. v. Snider, 220 S.W.3d 905, 912

(Tex. 2007) (Texas “strongly favors” freedom of contract); Fairfield Ins. Co. v.

Stephens Martin Paving, LP, 246 S.W.3d 653, 664 (Tex. 2008) (“utmost liberty of

contracting”). Part of this is the freedom to determine when to be bound. See

Foreca, S.A. v. GRD Dev. Co., Inc., 758 S.W.2d 744, 745-46 (Tex. 1988); Scott v.

Ingle Bros. Pac., Inc., 489 S.W.2d 554, 555 (Tex. 1972).

           Imagine the consequences of Smith’s position. If parties could not define

their relationships in written contracts, how will they ever know what duties they

owe each other? They can hire a lawyer and ask, “Am I in a partnership?,” but the

lawyer will not be able to say, because any decent lawyer would tell them that if

the two sides disagree, it must go to trial. The only way to know how to behave

toward another party would be to go ask a jury: “Were we in a joint venture?”

What a depressing and unpredictable world it would be if nobody could rely on

written contracts such as these. The Court should enforce the contracts as written.

1890.001/55701

                                            35
           Smith says that witnesses such as Lester Smith and Steve Blaylock testified

to certain factors under the five-factor test for a joint venture. CR 3123. Yes, they

said that—despite signing contracts saying the opposite, and despite paying no

attention to the writings. See 5 RR 280 (Blaylock: “beat me with a wet rope if I

had to read one of those ... I don’t read them”); 6 RR 24 (Blaylock: “I haven’t read

through any of them even today.”); 6 RR 30 (Blaylock:              “I didn’t read the

agreements we signed.”); 7 RR 249 (Smith: “I’m a handshake guy .... I don’t even

know if I read the contract.”). But it makes no difference.

           Such parol evidence about what they felt and thought is legally immaterial.

If the contracts are enforceable, the effect is to trump the force of such testimony.

In the words of Chief Justice Calvert’s article, such testimony is classified as no

evidence because a rule of law bars its consideration. See Calvert, “No Evidence”

& “Insufficient Evidence” Points of Error, 38 TEX. L. REV. 361, 361-62 (1960).

           Second, Smith argued that there was no signature on the operating

agreements attached to the contracts for On Point, Muy Caliente, and North On

Point Extension. CR 3124. That is an odd position to take, given that those three

contracts each positively scream “No Partnership” in section 6.3. Further, Smith

signed the operating agreement for North Mound Lake, which disclaims joint

venture and fiduciary duty.




1890.001/55701

                                            36
           That leaves only the Big Bump participation agreement. In section 11,

Smith agreed that upon its execution, the parties would sign the attached operating

agreement. See DX-1354. That bound Smith to the terms of the attachment. See

In re Prudential Ins. Co. of Am., 148 S.W.3d 124, 135 & n.41 (Tex. 2004) (“[A]n

unsigned paper may be incorporated by reference in the paper signed by the person

sought to be charged. The language used is not important provided the document

signed ... plainly refers to another writing.”); In re Bank One, N.A., 216 S.W.3d

825, 826 (Tex. 2007) (arbitration clause in Bank’s Account Rules and Regulations

was incorporated by reference into signature card where customer agreed to be

bound by the account rules and regulations). In short, the contracts count.

           B.    There is no fraud.

           Question 9 asked the jury whether Hardwick committed fraud against Smith

Energy either by a misrepresentation or by a nondisclosure. The jury said Yes.

The jury found the same damages that it had found on the contract claim: $36,003

in Fusselman overcharges, $43,425 in Bad Billy overcharges, and $25,448 in Bad

Billy replacement landman costs. See Question 10.

           Hardwick repeatedly assailed Question 9. First, he objected to the question

as being insufficiently specific. See 11 RR 406 (Mr. Strange: “it’s not limited in

scope in any way, shape, form or fashion. Did Mark Hardwick commit fraud

against Smith Energy in connection with what?”).             Second, he objected to


1890.001/55701

                                            37
including the tag-along parties in the definition of “Smith” (11 RR 406), because

there is no evidence of any representation to, or reliance by, the tag-along parties.

11 RR 406-07. Third, he objected to the nondisclosure part of the question,

because a duty to disclose would exist only if there were a fiduciary relationship,

which there was not. 11 RR 407. Fourth, he assailed its intent element with a no-

evidence point in writing after the verdict. CR 3101.

           Smith’s counsel argued that Hardwick committed fraud by not disclosing

that he and Lester Smith read the contracts differently. See 11 RR 323 (“The

testimony is certainly unequivocally from Mr. Smith that if he had known that this

man’s position was he didn’t have to do anything in order to collect 6 percent, he

would have never entered in the contract.”).

           That is a peculiar notion of fraud, but Smith’s counsel committed himself to

it and stressed it in closing argument: “Lester Smith testified, ‘If I had known that

I thought that he thought that he didn’t have to do anything in return for this really,

really rich deal I was giving him, I’d have never entered into the contract.’ That is

the fraud.” 12 RR 62.

                 1.    The fraudulent inducement aspect of the claim fails because
                       it lacks legally and factually sufficient evidence.

           The fraudulent inducement complaint is untenable. Take the intent element.

To prove that Hardwick fraudulently induced the contracts, Smith had to prove that



1890.001/55701

                                            38
Hardwick had a bad intent at the time the parties entered into the contract. See

T.O. Stanley Boot Co., 847 S.W.2d at 222. But that lacks the support of legally

and factually sufficient evidence.

           All agreed that Hardwick was an excellent landman and did good work.

E.g., 6 RR 50. Lester Smith said so himself. 7 RR 267 (“Mark’s an excellent

landman. Very, very good at his job.”); 8 RR 9 (“Mr. Hardwick was an excellent

landman and did great work”). Although Smith criticizes him for running out of

gas before finishing the race, that is a far cry from starting as a fraud.

           To the contrary, Hardwick performed extensively under the agreements.

Hardwick put in long hours and worked on the projects during 2008, 2009, 2010,

and much of 2011. 9 RR 234-35; 10 RR 18, 98, 100-03, 129. He worked himself

nearly to the point of exhaustion, because the wells came in so successfully.

Performing a contract for years refutes fraudulent inducement. See IKON Office

Solutions, Inc. v. Eifert, 125 S.W.3d 113, 124 (Tex. App.—Houston [14th Dist.]

2003, pet. denied); Bank One, Tex., N.A. v. Stewart, 967 S.W.2d 419, 445-46 (Tex.

App.—Houston [14th Dist.] 1998, pet. denied); Ensil Int’l Corp. v. Lear Siegler

Servs., Inc., 2011 WL 2473067, at *3 (Tex. App.—San Antonio June 22, 2011, no

pet.); Reyna v. First Nat’l Bank, 55 S.W.3d 58, 66-68 (Tex. App.—Corpus Christi

2001, no pet.); Bay Colony, Ltd. v. Trendmaker, Inc., 121 F.3d 998, 1006 (5th Cir.

1997). The intent element is unproven.

1890.001/55701

                                           39
           Further, there is legally and factually insufficient evidence of a failure to

disclose a “material fact.” Question 9 recognizes fraud by non-disclosure. As

noted earlier, Smith insisted that Hardwick’s failure to disclose that he read the

contracts a certain way was an actionable non-disclosure of a material fact. But

that is not a material fact. The Court should render on this theory.

           Alternatively, the non-disclosure aspect of Question 9 injected Casteel error

into the charge. Hardwick owed no duty to disclose, for the reasons given earlier.

Thus, at a minimum, the fraud theory should be reversed and remanded because of

error in the charge.

                 2.    The rest of the fraud claim is flawed.

           Smith’s only other argument for fraud relates to overbilling. Smith asserted

that overbilling for the Fusselman and Bad Billy work constituted fraud. 12 RR

63-66; CR 3119. At most, the overbilling would justify damages of about $79,000.

It would not constitute fraudulent inducement, and it would not justify rescission of

the contracts.

           But the problems with the fraud claim go deeper than that. The jury charge

contains more layers of Casteel error. First, the trial court erred in including the

tag-along parties in the definition of “Smith.” Those parties have no evidence of

fraud whatsoever. CR 2964-65. They conspicuously failed to prove material

misrepresentation or reliance.


1890.001/55701

                                             40
           This is unsurprising, given that they had no contact with Hardwick. A

misstatement, its materiality, and reliance all “require individualized proof.”

Peltier Enters., Inc. v. Hilton, 51 S.W.3d 616, 623 (Tex. App.—Tyler 2000, pet.

denied); see Grant Thornton LLP v. Suntrust Bank, 133 S.W.3d 342, 355 (Tex.

App.—Dallas 2004, pet. denied) (“Proof of reliance or lack of reliance necessarily

requires an individualized determination”). There was no effort to prove these

individualized aspects of fraud claims as to the tag-along parties. There is simply

no evidence that any of them have supportable fraud claims.

           Second, the tag-along plaintiffs also failed to prove that Hardwick had a duty

to disclose information to them. Failure to disclose does not constitute fraud

unless there is a duty to disclose. Ins. Co. of N. Am. v. Morris, 981 S.W.2d 667,

674 (Tex. 1998). “Generally, no duty of disclosure arises without evidence of a

confidential or fiduciary relationship.” Id. Duty is a matter of law for the court.

Bradford v. Vento, 48 S.W.3d 749, 755 (Tex. 2001).

           There is no evidence that Hardwick had any type of relationship with the

tag-along parties, so no duty to speak could arise. Thus, any claim for fraud by

nondisclosure to the tag-alongs cannot stand. At a minimum, the Court should

reverse and remand the fraud recovery because of error in the charge.




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                                             41
III.       THE ADDITIONAL REMEDIES—$5 MILLION IN FORFEITURE, $3.5 MILLION
           IN FEES, $750,000 IN INTEREST ON THE FORFEITURE, AND PARTIAL
           RESCISSION—ARE IMPROPER.

           The largest dollar amounts in this appeal involve remedies.

           A.       The $5 million forfeiture award is improper.

           After obtaining only $104,000 in damages from the jury, Smith asked the

court to make the recovery nearly 50 times larger. Smith requested a “forfeiture”

award for $5,004,231, which is the sum of the dollar figures found in Questions

15a and 15b. See CR 3153-65.

           Smith got its wish. The judgment awards the amount requested and recites

that “forfeiture” of this amount is “necessary to satisfy the public’s interest in

protecting fiduciary relationships.” CR 3604. That was error. There should be no

forfeiture at all, and certainly not one this large.

                    1.   There is no underlying tort to support forfeiture.

           No forfeiture is proper. There was no fiduciary duty and no breach, let alone

a clear and serious one, for the reasons discussed earlier in section II.A. The

Fusselman contracts repeatedly disclaim fiduciary duty. E.g., DX-1298, 1351,

1356.            Although Smith says that a fiduciary duty flowed from an agency

relationship created by the Bad Billy contract, that is irrelevant; a breach on one

project will not support forfeiture as to another. Gregory v. Porter & Hedges,

LLP, 398 S.W.3d 881, 887 (Tex. App.—Houston [14th Dist.] 2013, pet. denied).


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                                             42
           Smith may seek to salvage the forfeiture award as a restitutionary remedy

for fraudulent inducement. That will not do. There was no fraudulent inducement,

for all the reasons discussed in section II.B. Accordingly, the forfeiture award

lacks the support of a proper legal predicate.

                 2.    Even if forfeiture were available—so that Hardwick had to
                       “return” his “compensation”—the working interests never
                       came from Smith and were not compensation.

           Even if there had been a breach to support forfeiture of something, it would

not justify turning over the working interest earnings. Smith analogized to a

refund that a disloyal lawyer might have to make to a client in an Arce situation.

See CR 2919 (pleading for “compensation” to be “forfeited”); 11 RR 288 (“I’m

trying to get the value of the compensation that we paid him.”) Smith said that it

“simply wants back the compensation that Hardwick did not earn.” CR 3165.

           The record refutes this myth of “compensation” going “back” to Smith.

First, the working interests never came from Smith. They came from RAW. See

DX-1298, 1346, 1354, 1351, 1356. Hardwick and friends took the deal to Smith,

not vice versa. 6 RR 108-09, 134-36. Second, the working interests were not

compensation and they are not conditioned on personal services. Conditions are

disfavored in law and would require very clear language. See Rogers v. Ricane

Enters., Inc., 772 S.W.2d 76, 79 (Tex. 1989). All a working interest owner must

do is pay his bills (6 RR 244), which Hardwick undisputedly did.


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                                            43
           To see the absurdity of Smith’s position, take a hypothetical that shows why

Hardwick’s share of the working interest cannot have been salary for land work.

What if Hardwick died in a wreck before all the work was done? Smith concedes

that forfeiture of the working interests would be improper for that. 11 RR 293-96.

Hardwick’s heirs would inherit the working interests and keep getting paid. Id.

But that concession proves the point. If the working interest earnings were truly a

paycheck for finishing a multi-year job, as Smith claims, they would need to stop if

Hardwick was run over by a train. The forfeiture claim is a baseless land grab.

                 3.    The forfeiture award rests on inaccurate factual findings.

           In Question 15, the jury found that “Hardwick” received $795,056 in

working interest earnings after stopping work. It also found that “Hardwick’s”

working interests had a market value of $4,209,175 in the middle of 2013. These

findings address Hardwick individually—as opposed to the LLC. But the findings

are excessive. Hardwick assigned the working interests to LLC in 2011. See DX-

848; DX-1371; 5 RR 205-06. This is undisputed. See id. Thus, most of the

$795,056 (Question 15a) was “received” by LLC, not Mark Hardwick. Similarly,

the value of “Mark Hardwick’s” working interests (Question 15b) on the relevant

date was not $4.2 million, because $2.8 million of that amount belonged to LLC by

then. Hardwick laid out the numbers in his new trial motion (CR 3537), and

Smith’s response neither quoted nor cited any evidence to contradict them.


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                                            44
           In response to the motion for new trial, Smith claimed that Hardwick was

“legally entitled to receive” the various working interests and associated earnings.

CR 3643. That may or may not be true, but it makes no difference. The charge did

not ask what Hardwick was “legally entitled to receive.”            It asked what he

“received.” Sufficiency review takes place in light of the charge as submitted, not

some hypothetical charge. Osterberg v. Peca, 12 S.W.3d 31, 55 (Tex. 2000);

Larson v. Cook Consultants, Inc., 690 S.W.2d 567, 568 (Tex. 1985). Smith also

called LLC a “shell” company (CR 3643) but has no alter ego finding to support

that belated claim. The answers to Question 15 are simply unsupportable, and the

response to the new trial motion tends to suggest that Smith realizes it.

                 4.    The forfeiture amount is too large.

           If the Court gets this far, it should reduce the award’s size. While trial

courts have discretion over forfeiture amounts, see Burrow v. Arce, 997 S.W.2d

229, 246 (Tex.1999), if an award can ever be excessive, this one is.

           First, the $5 million forfeiture of Fusselman working interest monies dwarfs

the damages associated with those projects. Second, the contracts disavow joint

ventures and fiduciary duties, so Hardwick had a good reason for any failure to

comply. See, e.g., DX-1298, 1347. Third, all agreed that Hardwick did excellent

work. 7 RR 267; 8 RR 9. Under these circumstances, such a disproportionately

large forfeiture is improper.


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                                            45
                 5.     The forfeiture cannot be saved as restitution and rescission
                        for fraud.

           As an alternative, Smith treated the forfeiture as equitable relief to go with

rescission as a remedy for fraudulent inducement. CR 3150-69. Smith spoke of

restitution. See CR 3156-60. But that argument fails for multiple reasons.

           To begin with, the law disfavors awarding equitable relief when money

damages are available. Money damages are generally an adequate remedy at law.

Smith sued for damages on the Fusselman contracts, and although the verdict was

less than Smith wanted, the jury awarded something. So if Hardwick breached the

Fusselman contracts, the damages make Smith whole. Nothing justifies piling on

with “equitable” relief.

           Smith says that a fraudulent inducement plaintiff can seek “rescission and

restitution of the consideration paid.” CR 3156. But Smith does not want that.

The remedy Smith got is nothing like “rescission and restitution.” Smith positively

loves the Fusselman contracts because they turned out so profitably. Smith wants

to keep them in place, not rescind them. The twist is that Smith wants to rewrite

the contracts—partway—by readjusting the percentages, so that Hardwick’s share

goes down, Smith’s goes up, and there is no change in the percentage for Blaylock,

Elger, and RAW. That hardly sounds like rescission.




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                                             46
           Nor does Smith really want restitution of “consideration paid,” because the

$5 million in working interest earnings were not “consideration” for the contracts,

were not “paid” by Smith, and do not count as restitution in any sense of the word.

In substance, the $5 million borders on punitive damages.

           Smith cites section 54 of a Restatement to shore up the remedy (CR 3465),

but that part of the Restatement deals with the return of “specific property in the

hands of a defendant, as opposed to a money judgment in the amount of the

defendant’s unjust enrichment.” RESTATEMENT (THIRD) OF RESTITUTION & UNJUST

ENRICHMENT, Introductory Note at 260 (2011).            It imposes an “all-important

‘tracing requirement.’” Id. at 262. Thus, section 54 speaks of a person who has

“transferred money or other property” being entitled to recover “it.” Id. § 54.

           Smith does not want to rescind the Fusselman contracts. Smith wants to

pick and choose—keeping some parts and rejecting others. The Court should

refuse to let Smith go halfway across the canyon. Texas law strongly disfavors

partial rescission: “It is the longstanding general rule in Texas that a rescission of

a contract must be in toto.” Costley v. State Farm Fire & Cas. Co., 894 S.W.2d

380, 387 (Tex. App.—Amarillo 1994, writ denied). That rule applies here and

condemns the trial court’s decree of rescission “as between” two parties to the five-

way set of Fusselman contracts.




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                                            47
           Although the rule against partial rescission has two narrow exceptions,

neither applies. The exceptions are for divisible contracts and “extreme” cases. Id.

The Fusselman contracts are not plainly divisible. Nor is this case extreme—after

all, the fraudulent inducement caused zero damages. Smith alleged that Hardwick

would work in perpetuity, but the jury brought back all zeros on that claim. See

Questions 10(3)(a)(i), (b)(i), (c)(i). That does not qualify as extreme. See Bryant

v. Vaughn, 33 S.W.2d 729, 730 (Tex. 1930) (rescission is improper for fraudulent

inducement that causes no damage).

           In short, the only “consideration” worthy of the name is the money Smith

paid in so that RAW could acquire leases in the names of all five participants.

That money never went to Hardwick, so he cannot “return” it. Nor is that money

the same as the working interests or associated earnings he was ordered to forfeit.

The forfeiture award is not supportable as restitution of consideration paid.

           B.    The attorney’s fees should be reduced or eliminated.

           The $3.5 million fees should be reduced or eliminated.

                 1.    A reversal of the underlying damages will require either a
                       rendition or remand on attorney’s fees.

           If the Court deletes the damages, it should delete the fees.    Dryzer v.

Bundren, 2014 WL 1856849, at *5 (Tex. App.—Amarillo June 16, 2014, pet.

denied); see Gulf States Utils. Co. v. Low, 79 S.W.3d 561, 567 (Tex. 2002)



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                                            48
(“Without an actual-damages recovery, a party is not entitled to an attorney’s fees

recovery.”). Likewise, if Smith’s damages are disturbed but not eliminated, the fee

award would necessarily require reconsideration by the fact finder. The jury was

asked to find fees based on the “amount involved and the results obtained.” CR

2985. When the damages are reduced, that changes “the results,” so a retrial on

fees is required. Barker v. Eckman, 213 S.W.3d 306, 313-15 (Tex. 2006).

                 2.    Smith failed to segregate fees between recoverable and non-
                       recoverable claims.

           But the fee award should be reversed no matter how the Court rules on the

actual damages. Smith did not prove fees properly. Attempting to inflate the fee

award, Smith openly refused to segregate recoverable from unrecoverable fees. In

fact, Smith redacted the invoices to hide virtually all signs of what the lawyers

were doing. Hardwick preserved these arguments. CR 3055-57, 3459, 3539.

           Fees cannot be recovered unless authorized by contract or statute. In re

Nalle Plastics Family Ltd. P’ship, 406 S.W.3d 168, 172 (Tex. 2013). Thus, “if any

attorney’s fees relate solely to a claim for which such fees are unrecoverable, a

claimant must segregate recoverable from unrecoverable fees.” Tony Gullo Motors

I, L.P. v. Chapa, 212 S.W.3d 299, 313 (Tex. 2006). Here, Smith can recover fees

for only the contract and statutory-theft claims. See TEX. CIV. PRAC. & REM. CODE

§§ 38.001(8), 134.005(b). Smith cannot recover fees for tort claims.



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                                           49
           Nevertheless, Smith failed to segregate. Hardwick asked Smith’s main fee

expert whether he segregated the fees. The expert, Mr. Moore, said No:

           Q.    You have not attempted to allocate any fees to any particular
                 claim or cause of action?

           A.    I guess the answer is no because I don’t know how you could
                 particularly allocate a fee to a particular cause of action when
                 they’ve got about 10 or 12 and you’ve got about 12 or 15. So I
                 guess the answer is no.

7 RR 202; see 7 RR 203 (“I did not attempt to segregate a fee to a particular cause

of action”). Moore said that the case involved “interrelated causes of action,” so

he did not “know how you break it out.” 7 RR 215. Smith’s lead trial attorney,

Rusty Hardin, echoed this in some short follow-up testimony, contending that fees

were unsegregated because the causes of action “were all so interrelated” and

“impossible to divide.” 7 RR 219-20.

           Smith seeks to revive the old intertwining exception to segregation, which

Tony Gullo explicitly rejected: “To the extent Sterling suggested that a common

set of underlying facts necessarily made all claims arising thereform ‘inseparable’

and all legal fees recoverable, it went too far.” 212 S.W.3d at 313; see also MBM

Fin. Corp. v. Woodlands Operating Co., L.P., 292 S.W.3d 660, 667 (Tex. 2009)

(similar). Tony Gullo “reestablished the rule that attorney’s fees are recoverable

only if necessary to recover on a contract or statutory claim allowing them.”

Varner v. Cardenas, 218 S.W.3d 68, 69 (Tex. 2007).


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                                            50
           The only time that segregation is not required is “when discrete legal

services advance both a recoverable and unrecoverable claim that they are so

intertwined that they need not be segregated.” Tony Gullo, 212 S.W.3d at 313-14

(emphasis added). The focus of the exception now is on the work performed, not

the facts or claims. Id. “Intertwined facts do not make tort fees recoverable” or

any other fees not related to a contract or statute. See id. at 313.

           Here, any work that Smith’s lawyers performed solely to advance issues not

related to the contract or statutory-theft claims cannot lead to fee recovery. Thus,

any work done on the following issues must be segregated and excluded from

Smith’s fee calculation:

            Breach of fiduciary duty

            Joint venture

            Agency

            Fraud

            Forfeiture (which includes the working-interest earnings that
             Hardwick received after he stopped his services, and the value of
             his working interests)

            Exemplary damages

            Claims on which Smith did not prevail, such as fraud claims
             relating to the North On Point Extension GEA amendment (8 RR
             235, 238, 252)

            Smith’s non-suited claims, such as the fraudulent-transfer claim
             (8 RR 236-38, 252)

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                                           51
This partial list shows how many significant issues involved work related only to

tort claims.

           In fact, segregation on this record was impossible. As Hardwick noted in his

JNOV motion, the invoices from Smith’s lawyers “are so heavily redacted as to be

essentially meaningless.” CR 3056. E.g.:

            “1/26/2012 RKH Telephone            calls   to   [redacted];   review
             [redacted] draft [redacted]”

            “12/19/2012 CPC Conduct legal research regarding [redacted]
             and conduct factual research regarding [redacted]”

            “10/25/2013 LH       Meeting with Carolyn Courville and Ryan
             Higgins regarding [redacted] research regarding [redacted]”

            “6/19/2014 RH         Meeting with Ryan Higgins and Carolyn
             Courville to [redacted] conference with Carolyn Courville”

PX-166. These general descriptions of the work go on for page after page. Id.

Were the lawyers working on Smith’s tort claims? Contract claims? Nobody can

tell from the invoices, because the subject matter is marked out. The redactions

make it impossible to tell what work the plaintiffs’ lawyers did on claims for which

fees are recoverable and on claims for which they are not. The failure to segregate

warrants at least a reversal and remand. See A.G. Edwards & Sons Inc. v. Beyer,

235 S.W.3d 704, 710 (Tex. 2007).




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                                            52
                 3.    There is no evidence that the hours worked by Smith’s
                       lawyers were necessary.

           But the problems go deeper than failure to segregate. Smith had the burden

to prove that the fees awarded for the fee-recoverable contract and statutory-theft

claims were not only reasonable, but necessary. TEX. CIV. PRAC. & REM. CODE

§§ 38.001(8), 134.005(b). Any fees expended solely on non-recoverable claims,

by definition, are not necessary. See Tony Gullo, 212 S.W.3d at 311-14. Here,

Smith supplied no specific evidence—none—that the hours worked by the

attorneys were necessary. See CR 3055-57, 3459, 3539 (Hardwick’s objections).

           Smith’s fee expert, Bradford Moore, used the lodestar method to calculate

trial fees by relating the hours worked for each person who worked on the case

multiplied by their hourly rates for a total fee. PX-166, 276-80. A “party choosing

the lodestar method of proving attorney’s fees must provide evidence of the time

expended on specific tasks to enable the fact finder to meaningfully review the fee

application.” Long v. Griffin, 442 S.W.3d 253, 253 (Tex. 2014) (per curiam).

“[G]eneralities about tasks performed provide insufficient information for the fact

finder to meaningfully review whether the tasks and hours were reasonable and

necessary under the lodestar method.” Id. (citing El Apple I, Ltd. v. Olivas, 370

S.W.3d 757, 763 (Tex. 2012)). But Smith offered only generalities, not specifics,

about the tasks performed by the attorneys.



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                                           53
           As discussed above, the contemporaneous billing records are heavily

redacted.        PX-166.   They speak only in general terms about the work; such

generalities are not evidence of “time spent on specific tasks” for recoverable

claims. Long, 442 S.W.3d at 255; see City of Laredo v. Montano, 414 S.W.3d 731,

736 (Tex. 2013) (per curiam) (“lodestar calculation requires certain basic proof,

including itemizing specific tasks”).

           The expert, Moore, concluded that the total amount of fees was “reasonable

and necessary” (7 RR 197), but he did not explain how the hours worked satisfied

that standard. He conceded that he could not explain the substance of the tasks

performed because the invoices were redacted.             7 RR 207-11.       This is

understandable, since he apparently reviewed only the redacted bills. 7 RR 207,

209. That leaves Smith with the expert’s mere say-so, which is not enough. See

Burrow, 997 S.W.2d at 235 (“a claim will not stand or fall on the mere ipse dixit of

a credentialed witness.”).

           Likewise, Moore made no effort to determine whether the billings for the

legal support staff included only substantive legal work (possibly recoverable), as

opposed to clerical work (not recoverable).          7 RR 204-13.     He made that

assumption based on his experience with other law firms and the Hardin firm’s

reputation. Id. Mr. Hardin did testify that all the staff’s work encompassed legal




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                                           54
matters (7 RR 220-21), and his testimony can be taken as true, but this testimony

says nothing about whether their hours worked were necessary.

           In sum, under the method that Smith chose to use, no evidence supports the

amount of attorney’s fees awarded. No evidence indicates the hours expended on

the specific tasks working on claims for which fees may be recovered. Smith

offered only generalities, and “[o]ne does not satisfy that obligation by simply

proffering evidence of generalities.” Sullivan v. Abraham, 2014 WL 5140289, at

*3 (Tex. App.—Amarillo Oct. 13, 2014, pet. filed). The Court should reverse and

render as to fees. Alternatively, the Court should reverse and remand.

           This complaint about evidentiary insufficiency is not some technicality.

Smith wants a $3.5 million fee award for recovering a mere $104,000. Such a

disproportionate fee award ought to rest on solid proof. If the Court were to

approve of Smith’s evidence, the law would have no way of stopping an award at

$3.5 million. Why not $10 million next time? Why not $100 million? If all a

plaintiff needs to do is what Smith did, reviewing courts will have no way to know

when a fee award crosses the line. Smith’s fee award rests on legally and factually

insufficient evidence.




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                                           55
           C.    The judgment wrongly stacks remedies: Smith cannot have both
                 the $5 million in disgorgement and the $3.5 million in fees.

           The trial court erred in stacking inconsistent remedies. The most obvious

example of this error comes in the stacking of the $5 million disgorgement award

on top of the $3.5 million fee award. Smith sought disgorgement on the basis of

the tort theories—fiduciary duty and fraud—while seeking fees on the basis of the

contract and statutory theft theories.

           Hardwick asked the court to require an election.        See CR 3035 (“At a

minimum Plaintiffs must elect a damage theory”); CR 3455 (“election of remedies

doctrine and the one-judgment rule”); CR 3456 (similar); CR 3458 (objecting to

“multiple recoveries”); CR 3459 (objecting to the fee award under the “election of

remedies and one-satisfaction doctrines”). The court erred in failing to do so.

           A plaintiff is entitled to elect the greatest recovery when the verdict supports

relief under multiple theories. See Boyce Iron Works, Inc. v. Sw. Bell Tel. Co., 747

S.W.2d 785, 787 (Tex. 1988) (“When a party tries a case on alternative theories of

recovery and a jury returns favorable findings on two or more theories, the party

has a right to a judgment on the theory entitling him to the greatest or most

favorable relief.”). But the plaintiff cannot stack them all on top of each other.

           The rule came up in Tony Gullo, which involved three theories, namely

contract, fraud, and DTPA:



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                                              56
           For breach of contract, Chapa could recover economic damages and
           attorney’s fees, but not mental anguish or exemplary damages. For
           fraud, she could recover economic damages, mental anguish, and
           exemplary damages, but not attorney’s fees. For a DTPA violation,
           she could recover economic damages, mental anguish, and attorney’s
           fees, but not additional damages beyond $21,639 (three times her
           economic damages). The court of appeals erred by simply awarding
           them all.

Tony Gullo, 212 S.W.3d at 304.

           Smith won on four theories. The fraud and fiduciary duty theories sound in

tort and arguably support disgorgement, but they will not support an award of fees.

The contract and theft theories support an award of fees, but not disgorgement.

The trial court “erred by simply awarding them all.” Id.

           Smith cannot mix and match theories. Smith needs to elect “the theory

entitling him to the greatest or most favorable relief.” Boyce, 747 S.W.2d at 787.

If the rule were otherwise, the plaintiff in Tony Gullo would have been able to

cherry-pick by stacking economic losses plus mental anguish plus fees plus

exemplary damages. See id.

           This is not a case where the jury found different damages for each theory.

Every overcharge finding is the same from theory to theory—to the last dollar.

Every finding of damages for “cover” is also the same from theory to theory.

Accordingly, Smith must elect. Id.; see Saden v. Smith, 415 S.W.3d 450, 469 (Tex.

App.—Houston [1st Dist.] 2013, pet. denied).



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                                           57
           D.    The rescission remedy is improper.

           The judgment rescinded seven contracts “as between” Smith and Hardwick.

Those seven are the first five Fusselman contracts, the amended version of the last

Fusselman contract (North On Point Extension / O’Donnell), and Bad Billy.

Hardwick objected to rescission (CR 3088-101) because, as noted earlier, the law

strongly disfavors partial rescission. See Costley v. State Farm Fire & Cas. Co.,

894 S.W.2d 380, 387 (Tex. App.—Amarillo 1994, writ denied). The Court should

follow Costley and reverse.

           E.    Interest on forfeiture.

           Over Hardwick’s objection (CR 3459), the trial court awarded prejudgment

interest on forfeiture. Prejudgment interest accrues on actual damages because the

plaintiff’s money has been detained: “Prejudgment interest is ‘compensation

allowed by law as additional damages for lost use of the money due as damages

during the lapse of time between the accrual of the claim and the date of

judgment.’” Johnson & Higgins of Tex., Inc. v. Kenneco Energy, Inc., 962 S.W.2d

507, 528 (Tex. 1998). But forfeiture does not compensate. Forfeiture has a more

punitive aspect and is available even absent actual damages. Because prejudgment

interest’s purpose is to “fully compensate the injured party, not to punish the

defendant,” Brainard v. Trinity Universal Ins. Co., 216 S.W.3d 809, 812 (Tex.

2006), the award of prejudgment interest on forfeiture is improper.


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                                           58
IV.        LLC Should Recover Fees Because It Prevailed on the Theft Claim.

           Smith alleged theft against two defendants—Hardwick individually and

Hardwick LLC—not one:

            “Defendants have intentionally and unlawfully appropriated
             property”

            “Defendants are liable for the damages resulting from such theft.”

            “Plaintiffs bring this claim against Defendants pursuant to Chapter
             134 of the TEX. CIV. PRAC. & REM. CODE”

CR 2923-24. Smith did not prevail on the theft claim against the LLC.

           A.    The Theft Liability Act alters the American Rule by making fees
                 mandatory for a person who “prevails.”

           The Act has a loser-pays rule: “Each person who prevails in a suit under this

chapter shall be awarded court costs and reasonable and necessary attorney’s fees.”

§ 134.005(b). “The Theft Act is unusual in Texas law in that it requires the court

to award attorney’s fees to a party who successfully defends a Theft Act claim,

without any prerequisite that the claim is found to be groundless, frivolous, or

brought in bad faith.” Air Routing Int’l Corp. (Canada) v. Britannia Airways, Ltd.,

150 S.W.3d 682, 686 (Tex. App.—Houston [14th Dist.] 2004, no pet.).

           B.    Under this Court’s reasoning in Dean Foods, the prevailing party
                 on Smith’s theft claim against LLC is not Smith, but LLC.

           Section 134.005(b) uses the word “prevails” but does not define that word.

This Court has shown how to analyze language in comparable enactments.


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                                             59
           In Dean Foods Co. v. Anderson, 178 S.W.3d 449 (Tex. App.—Amarillo

2005, pet. denied), the dispute involved a statutory phrase, “prevailing party.” The

Court held that Ms. Anderson prevailed when her late husband’s employer

nonsuited its effort to overturn a compensability determination. Id. at 454. The

employer argued that its nonsuit kept her from prevailing, but the Court disagreed.

Id.

           Chief Justice Quinn amplified on the analysis in a concurrence. He noted

that defendants who win by non-suit routinely recover court costs under Rule 131:

“it consistently has been held that the beneficiary of a non-suit, e.g., the defendant

when a plaintiff files a non-suit, is the prevailing or successful party for purposes

of Rule 131.” Dean, 178 S.W.3d at 456 (Quinn, C.J., concurring). “If we are to

retain the uniformity spoken of above, then we cannot but conclude that Anderson

was the successful or prevailing party here when Dean Foods filed its non-suit.”

Id. As the Chief Justice noted, the Court previously construed the term “prevailing

party” in a different statute so as to harmonize with the cases under Rule 131. See

City of Amarillo v. Glick, 991 S.W.2d 14 (Tex. App.—Amarillo 1997, pet. denied).

           Just as in Dean Foods, the statute does not define what it means to prevail.

Just as in Dean Foods, the Court should promote consistency in the law by reading

the term “prevails” in the Theft Liability Act to include a defendant who is sued for

theft but is not found liable for theft.

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                                            60
           C.    LLC should recover fees.

           For these reasons, LLC prevailed and should have recovered fees. Smith

sued LLC for theft but did not prevail. Smith neither obtained jury findings nor a

judgment for theft against LLC.

           When LLC raised this point after trial (CR 3079), Smith responded with

three contentions. First, Smith said that it did not really sue LLC for theft. CR

3107. But the pleadings say otherwise. CR 2923-24 ¶ 94. The theft count always

refers to the “Defendants” in the plural. Id. The petition even asks for damages to

be awarded against the two defendants “jointly and severally.” CR 2927. Smith

plainly sued LLC for theft.

           Second, Smith said that a theft defendant does not “prevail” unless there is

an affirmative finding of outright innocence. CR 3107. In other words, Smith

argued that a defendant does not prevail by merely winning a take-nothing. Id.

But Dean Foods proves otherwise. Where a plaintiff sues for $50 million, as

Smith did, a defendant who walks away with a take-nothing has prevailed.

           The only case cited on this point in Smith’s response was a memorandum

opinion from San Antonio. See CR 3107 (citing Travel Music of San Antonio, Inc.

v. Douglas, 04-00-757-CV, 2002 WL 1058527, at *3 (Tex. App.—San Antonio

May 29, 2002, pet. denied)). That decision is unpersuasive. Insisting on a finding

of affirmative innocence would complicate trials by making juries answer liability


1890.001/55701

                                            61
questions twice: (1) Is D guilty of theft?, and (2) Is D innocent of theft? The

better view is the one in Dean Foods and the Chief Justice’s concurrence.

           Finally, Smith argued that LLC waived its fee claim by not getting a jury

finding on the dollar amount. CR 3108. But Smith told the trial court otherwise.

When the trial court was going through draft charge language about fees, the court

asked Smith about the “concept” of submitting questions for both defendants.

           This discussion came up while the court was discussing fees. 11 RR 316-18.

The court suggested trying fees to the bench, if both sides consented. Id. at 316.

The court was looking for ways to shorten the trial. Id. at 318. In the very next

breath, the court raised the issue of whether to have duplicate questions for

Hardwick and LLC. Id. Smith told the court that there was no need for findings

on behalf of LLC:

           The Court               Well, let’s – let me talk about this concept
                                   for just a minute. I noticed that Mr. Strange
                                   has, on behalf of the defendant, several
                                   questions for Mark Hardwick and Mark
                                   Hardwick, LLC. And we don’t need to do
                                   LLC, do we?

           Ms. Hollingsworth       No.

           The Court               I mean, we can eliminate that and just go
                                   with Mark Hardwick, can’t we?

           Ms. Hollingsworth       Yes, sir.

11 RR 318-19. Smith cannot undo that representation now.


1890.001/55701

                                               62
           This Court should reverse that part of the judgment that denies fees to LLC.

As a remedy, the Court should either award LLC half the total amount found by

the jury or remand the fee issue for trial. If the Court chooses to remand for a trial,

the resulting proceedings would be speedy, because a fee dispute such as this can

be resolved in less than a day of trial time.

                                  PRAYER FOR RELIEF

           The judgment should be reversed.

           As to Hardwick individually, the Court should reverse the judgment and

render judgment that Smith take nothing or, alternatively, reverse and remand. The

Court should reverse the decree of rescission, the award of fees, and the forfeiture.

The Court should forbid stacking of forfeiture and fees, and it should require an

election of remedies. Any excessive recovery should be reduced or remitted.

           As to Hardwick LLC, the Court should award LLC its fees in the amount of

half of what the jury found in answer to Question 25. Alternatively, the Court

should remand LLC’s fee claim for a trial on the proper amount.




1890.001/55701

                                              63
                  Respectfully submitted,

                  BECK REDDEN LLP


                  By: /s/ David M. Gunn
                       David M. Gunn
                       State Bar No. 08621600
                       dgunn@beckredden.com
                       Chad Flores
                       State Bar No. 24059759
                       cflores@beckredden.com
                       Erin H. Huber
                       State Bar No. 24046118
                       ehuber@beckredden.com
                  1221 McKinney, Suite 4500
                  Houston, TX 77010-2010
                  (713) 951-3700
                  (713) 951-3720 (Fax)
                  COUNSEL FOR APPELLANTS




1890.001/55701

                 64
                          CERTIFICATE OF SERVICE

      I hereby certify that on September 9, 2015, a true and correct copy of the
above and foregoing Brief of Appellants was forwarded to all counsel by the
Electronic Service Provider, if registered, otherwise by email, as follows:

                                  Rusty Hardin
                         rustyhardin@rustyhardin.com
                                Ryan K. Higgins
                           rhiggins@rustyhardin.com
                                Jeremy Monthy
                           jmonthy@rustyhardin.com
                               Lara Hollingsworth
                       lhollingsworth@rustyhardin.com
                              Carolyn P. Courville
                          ccourville@rustyhardin.com
                      RUSTY HARDIN & ASSOCIATES, LLP
                      1401 McKinney Street, Suite 2250
                              Houston, TX 77010
                             Counsel for Appellees


                                       /s/ David M. Gunn
                                       David M. Gunn




1890.001/55701

                                      65
                           CERTIFICATE OF COMPLIANCE

       1.   This brief complies with the type-volume limitation of
Tex. R. App. P. 9.4 because it contains 14,973 words, excluding the parts of the
brief exempted by Tex. R. App. P. 9.4(i)(2)(B).

      2.    This brief complies with the typeface requirements of Tex. R. App. P.
9.4(e) because it has been prepared in a proportionally spaced typeface using
Microsoft Word 2007 in 14 point Times New Roman font.

           Dated: September 9, 2015.

                                        /s/ David M. Gunn
                                        David M. Gunn
                                        Counsel for Appellant




1890.001/55701

                                       66
                                         No. 07-15-00083-CV

                                 IN THE SEVENTH COURT OF APPEALS
                                         AMARILLO, TEXAS

                         MARK P. HARDWICK, INDIVIDUALLY AND D/B/A
                        MARK P. HARDWICK OIL AND GAS PROPERTIES AND
                                  MARK P. HARDWICK, LLC
                                                            Appellants,
                                                      v.
                       SMITH ENERGY COMPANY, ON ITS OWN BEHALF
                   AND ON BEHALF OF SMITH ENERGY RESOURCE OIL, LTD.,
                  A TEXAS LIMITED PARTNERSHIP, AND ON BEHALF OF SMITH
                  ENERGY PARTNERS I, LTD., A TEXAS LIMITED PARTNERSHIP,
                                                            Appellees.

                         On Appeal from the 121st District Court, Terry County, Texas
                      Trial Court Cause No. 19,490; The Honorable Rick Morris, Presiding


                                           APPENDIX TO
                                       BRIEF OF APPELLANTS

                  Tab
                  A Jury Verdict (2 CR 2948-92)
                  B Judgment (2 CR 3600-11)
                  C North Mound Lake Participation Agreement (DX 1346)
                  D North Mound Lake Operating Agreement (DX 1347)
                  E North Mound Lake letter (DX 1345) (incorrectly dated as
                    January 17, 2008 instead of July)
                  F Big Bump Participation                 Agreement      &     Operating
                    Agreement (DX 1354)
                  G On Point GEA (DX 1351)
                  H Muy Caliente GEA (DX 1356)
                  I     Amended North On Point Extension & O’Donnell GEA
                        (DX 1350)
                  J     Bad Billy Agreement (Amended) (PX 85)

1890.001/565701
                                         No. 07-15-00083-CV

                                 IN THE SEVENTH COURT OF APPEALS
                                         AMARILLO, TEXAS

                         MARK P. HARDWICK, INDIVIDUALLY AND D/B/A
                        MARK P. HARDWICK OIL AND GAS PROPERTIES AND
                                  MARK P. HARDWICK, LLC
                                                            Appellants,
                                                      v.
                       SMITH ENERGY COMPANY, ON ITS OWN BEHALF
                   AND ON BEHALF OF SMITH ENERGY RESOURCE OIL, LTD.,
                  A TEXAS LIMITED PARTNERSHIP, AND ON BEHALF OF SMITH
                  ENERGY PARTNERS I, LTD., A TEXAS LIMITED PARTNERSHIP,
                                                            Appellees.

                         On Appeal from the 121st District Court, Terry County, Texas
                      Trial Court Cause No. 19,490; The Honorable Rick Morris, Presiding


                                           APPENDIX TO
                                       BRIEF OF APPELLANTS

                  Tab
                  A Jury Verdict (2 CR 2948-92)
                  B Judgment (2 CR 3600-11)
                  C North Mound Lake Participation Agreement (DX 1346)
                  D North Mound Lake Operating Agreement (DX 1347)
                  E North Mound Lake letter (DX 1345) (incorrectly dated as
                    January 17, 2008 instead of July)
                  F     Big Bump Participation             Agreement      &     Operating
                        Agreement (DX 1354)
                  G On Point GEA (DX 1351)
                  H Muy Caliente GEA (DX 1356)
                  I     Amended North On Point Extension & O’Donnell GEA
                        (DX 1350)
                  J     Bad Billy Agreement (Amended) (PX 85)

1890.001/565701
    TAB A
 Jury Verdict
(2 CR 2948-92)
:i ·:._   ·-:,..I_
'




                                                        CAUSE NO. 19,490
                                                                                                           ,..,
                                                                                                            -I
                                                                                                                            .......,
                     SMI'I'H ENERGY COMPANY, ON       §                      IN THE DISTRICT c~uRt                          =           -.,
                                                                                                                                        -

                                                                                                     ~
                     ITS OWN BEHALF AND ON BEHALF     §
                                                                                                                            .r.-        r-
                                                                                                                           ;t:D         f"'l'l
                                                                                                                  ~        c--
                                                                                                                  .r....               Ll
                     OF SMITH ENERGY RESOURCE         §                                                           (.~
                                                                                                                           G"")
                                                                                                                                        ,...,.,
                                                                                                                  r,..•
                     OIL, LTD., A TEXAS LIMITED       §                                               .           r-'
                                                                                                                           r-0
                                                                                                                           U)          r.::~
                                                                                                           (r"".:;'~
                                                                                                                                       :;;;;;;
                     PARTNERSHIP, AND ON BEHALF OF    §                                                    --;c
                                                                                                          (,/) t::J
                                                                                                          -i,h             ~           ::o
                     SMITH ENERGY PARTNERS I, LTD.,   §                                                   ~1'1
                                                                                                                           -~

                                                                                                                           -~·
                                                                                                                                       r-ri
                                                                                                          c-<                          CJ
                     ATEXASLIMITEDPARTNERSHIP         §                                                   -I
                                                                                                          r.->'
                                                                                                                            ..
                                                                                                                           •..!)
                                                                                                                                       0

                           Plaintiffs,
                                                      §
                                                      §
                                                      §
                                                                                                          r-·
                                                                                                          .m.
                                                                                                          :;;;J '
                                                                                                          ;:,;;
                                                                                                                           a
                                                                                                                           -
                                                                                                                                       ::::0
                                                                                                                                       co
                                                                                                                                        '
                                                                                                                                            '




                                                                                                                                                ~
                                                                                                                                                    .   .
                                                                                                                                                        .   '



                                                                                                                                                                .
                     vs.                              §                      TERRY COUNTY, TEXAS
                                                      §                                                                                                             '   '



                     MARK P. HARDWICK, INDIVIDUALLY §
                     AND D/B/A MARK P. HARDWICK OIL & §
                     GAS PROPERTIES, AND              §
                     MARK P. HARDWICK, LLC            §
                                                      §
                           Defendants.                §                      121 st JUDICIAL DISTRICT


                                                       COURT'S CHARGE

                     MEMBERS OF THE JURY:

                             After the closing arguments, you will go to the jury room to decide the case, answer
                     the questions that are attached, and reach a verdict. You may discuss the case with other
                     jurors only when you are all together in the jury room.

                             Remember my previous ins~ctions: Do not discuss the case with anyone else,
                     either in person or by any other means. Do not do any independent investigation about the
                     case or conduct any research. Do not look up any words in dictionaries or on the Internet.
                     Do not post information about the case on the Internet. Do not share any special
                     knowledge or experiences with the other jurors. Do not use your phone or any other
                     electronic device during your deliberations for any reason.

                            Any notes you have taken are for your own personal use. You may take your notes
                     back into the jury room and consult them during deliberations, but do not show or read
                     your notes to your fellow jurors during your deliberations. Your notes are not evidence.
                     Each of you should rely on your independent recollection of the evidence and not be
                     influenced by the fact that another juror has or has not taken notes.

                             After you complete your deliberations, the bailiff will collect your notes. When
                     you are released from jury duty, the bailiff will promptly destroy your notes so that nobody
                     can read what you wrote.



                                                                  1


                                                              2948
Here are the instructions for answering the questions.

          I.   Do not let bias, prejudice, or sympathy play any part in your
decision.

       2.      Base your answers only on the evidence admitted in court and on the
law that is in these instructions and questions. Do not consider or discuss any
evidence that was not admitted in the courtroom.

        3.      You are to make up your own minds about the facts. You are the
sole judges of the credibility of the witnesses and the weight to give their testimony.
But on matters of law, you must follow all of my instructions.

         4.  If my instructions use a word in a way that is different from its
ordinary meaning, use the meaning I give you, which will be a proper legal
definition.

       5.      All the questions and answers are important. No one should say that
any question or answer is not important.

        6.     Answer "yes" or "no" to all questions unless you are told otherwise.
A "yes" answer must be based on a preponderance of the evidence unless you are
told otherwise. Whenever a question requires an answer other than "yes" or "no,"
your answer must be based on a preponderance of the evidence unless you are told
otherwise.

        The term "preponderance of the evidence" means the greater weight of
credible evidence presented in this case. If you do not find that a preponderance of
the evidence supports a "yes" answer, then answer "no." A preponderance of the
evidence is not measured by the number of witness'es or by the number of
documents admitted in evidence. For a fact to be proved by a preponderance of the
evidence, you must find that the fact is more likely true than not true.

        7.      Do not decide who you think should win before you answer the
questions and then just answer the questions to match your decision. Answer each
question carefully without considering who will win. Do not discuss or consider
the effect your answers will have.

          8.   Do not answer questions by drawing straws or by any method of
chance.

        9.      Some questions might ask you for a dollar amount. Do not agree in
advance to decide on a dollar amount by adding up each juror's amount and then
figuring the average.




                                       2

                                   2949
·'



                     10.     Do not trade your answers. For example, do not say, "I will answer
             this question your way if you answer another question my way."

                    11.     Unless otherwise instructed the answers to the questions must be
            based on the decision of at least ten of the twelve jurors. The same ten jurors must
            agree on every answer. Do not agree to be bound by a vote of anything less than
            ten jurors, even if it would be a majority.

            As I have said before, if you do not follow these instructions, you will be guilty of
     juror misconduct, and I might have to order a new trial and start this process over again.
     This would waste your time and the parties' money, and would require the taxpayers of this
     county to pay for another trial. If a juror breaks any of these rules, tell that person to stop
     and report it to me immediately.

             A fact may be established by direct evidence or by circumstantial evidence or
     both. A fact is established by direct evidence when proved by documentary evidence or
     by witnesses who saw the act done or heard the words spoken. A fact is established by
     circumstantial evidence when it may be fairly and reasonably inferred from other facts
     proved.

         The terms set forth below are defined in this charge as follows:

         I. "Smith Energy Company" refers to itself, and on behalf of the interests of the
            following persons and/or entities:

                a.   Alec Smith
                b.   A.M. Greene Trust
                c.   Brian Hendry
                d.   Bronze Creek Holdings, Ltd.
                e.   David Garcia
                f.   Elger Exploration
                g.   Janice Holloway
                h.   JOH RAW Energy, L.C.
                i.   Jeff Kimble
                j.   Jennifer Huber
                k.   Julie Rouse
                I.   JZM Oil and Gas,, LLC
                m.   Karen Collier
                n.   Karla Neal
                o.   KB Oil and Gas, LP
                p.   Lawrence E. Glenn
                q.   Lester H. Smith 1999 Revocable Trust
                r.   Lester H. Smith 2004 Family Legacy Trust
                s.   Limor Smith
                t.   Margaret Farmer
                u.   PAH Energy



                                                   3

                                               2950
           v. Patricia Morille
           w. Paul Hardwick
           x. RAW Oil & Gas, Inc.
           y. Shari Mota)
           z. Smith Energy Partners I, Ltd.
           aa. Smith Energy Resource Oil Ltd.
           bb. Steve Blaylock
           cc. Stuart Smith & Michelle Hendry 2004 Family Legacy Trust
           dd. Sue Ashcraft Smith
           ee. Triple S Energy
           ff. Vika Bel ova Irrevocable Trust
           gg. Wanda Ripple
           hh. Wanda Tollett

       2. "Fusselman Prospect Agreements" refers to the following agreements:

           a.North Mound Lake Participation Agreement.
           b.North Mound Lake Letter Agreements.
           c.Big Bump Geophysical Exploration Agreement.
           d.On Point Geophysical Exploration Agreement.
           e.Muy Caliente Geophysical Exploration Agreement.
          f. North On Point Extension/O'Donnell Geophysical Exploration
             Agreement.
          g. Amended North On Point Extension/O'Donnell Geophysical Exploration
             Agreement.

       3. "Working interests" refers to the working interests Mark Hardwick received
          pursuant to the Fusselman Prospect Agreements.

        "Landman services" refers to the acquisition or supervision of the acquisition of
oil and gas leases, performance of curative title work, and maintenance and management
of acquired leases.




                                           4

                                        2951
•


                                         QUESTIONl

           Was Mark Hardwick obligated to provide landman services for the Fusselman
    prospects until the prospects were completed?

          It is your duty to interpret the following language:

                   "All Parties will participate with RAW in accomplishing
                   the Geophysical Program as may be requested from RAW
                   from time to time."

          In deciding whether the parties reached an agreement, you may consider
          what they said and did in light of the surrounding circumstances, including
          any earlier course of dealing. You may not consider the parties'
          unexpressed thoughts or intentions.

          You must decide its meaning by determining the intent of the parties at the
          time of the agreement. Consider all the facts and circumstances
          surrounding the making of the agreement, the interpretation placed on the
          agreement by the parties, and the conduct of the parties.


    Answer "Yes" or "No."


    Answer:   --'1--+-"'e...._0=----




                                                5

                                             2952
.   ...

                                              QUESTION2

                 In the Bad Billy Agreement of December 17, 2010, did Mark Hardwick agree to
          perform landman services for a day work rate of $500.00?

                It is your duty to interpret the following language of the agreement:

                       Smith shall pay all expenses incurred by Mark in
                       connection with such lease acquisition, plus a day-work
                       brokerage fee.

                In deciding whether the parties reached an agreement, you may consider
                what they said and did in light of the surrounding circumstances, including
                any earlier course of dealing. You may not consider the parties'
                unexpressed thoughts or intentions.

                You must decide its meaning by determining the intent of the parties at the
                time of the agreement. Consider all the facts and circumstances
                surrounding the making of the agreement, the interpretation placed on the
                agreement by the parties, and the conduct of the parties.

                Answer "Yes" or "No."


                Answer:




                                                     6


                                                  2953
                                   QUESTION3

Did Mark Hardwick fail to comply with the Agreements?


Answer "Yes" or "No" for each of the following:


       a. Fusselman Prospect Agreements            ye-s
       b. Bad Billy Agreement




                                          7

                                       2954
J




           If you answered "Yes" to any part of Question 3, then answer the following
    question. Otherwise, do not answer the following question.

                                          QUESTION 4

           Was Mark Hardwick's failure to comply excused?

           Failure to comply by Mark Hardwick is excused if compliance is waived by
    Smith Energy Company.

           Waiver is an intentional surrender of a known right or intentional conduct
    inconsistent with claiming the right.

           Failure to comply with an agreement is excused if a different performance was
    accepted as full satisfaction of performance of the original obligations of the agreement.

            Failure to comply by Mark Hardwick is excused by Smith Energy Company's
    prior repudiation of the same agreement.

            A party repudiates an agreement when he indicates, by his words or actions, that
    he is not going to perform his obligations under the agreement in the future, showing a
    fixed intention to abandon, renounce, and refuse to perform the agreement.

    Answer "Yes" or "No" for each of the following:


           a. Fusselman Prospect Agreements                  )\ 0

           b. Bad Billy Agreement                            hD




                                                 8

                                             2955
•   j




                If you answered "Yes" to any part of Question 3 and "No" to any part of Question
        4, then answer the following question. Otherwise, do not answer the following question.

                                             QUESTIONS

                 What sum of money, if any, if paid now in cash, would fairly and reasonably
        compensate Smith Energy Company for its damages, if any, that resulted from such
        failure to comply?                             ·

               Consider the following elements of damages, if any, and none other.

                       1. The landman charges that Mark Hardwick overcharged Smith Energy
                          Company, if any.

                      2. The reasonable and necessary expenses incurred in
                         hiring others to perform the landman services that Mark
                         Hardwick stopped performing, if any:

                              a. The amount of Maner Shaw's increased rate.

                              b. The amount of Ron King's increased rate.

                              c. Maner Shaw's bonus payment.


               In answering questions about damages, answer each question separately. Do not
        increase or reduce the amount in one answer because of your answer to any other
        question about damages. Do not speculate about what any party's ultimate recovery may
        or may not be. Any recovery will be determined by the court when it applies the law to
        your answers at the time of judgment.

               Do not add any amount for interest on damages, if any.

               Answer separately in dollars and cents for damages, if any.

                      1. The landman charges that Mark Hardwick overcharged Smith Energy
                         Company, if any.

                              a. Fusselman Prospect Agreements

                              Answer:     4f 3 lo   1   O   ~..3




                                                        9

                                                2956
       b. Bad Billy Agreement

       Answer:


2. The reasonable and necessary expenses incurred in
   hiring others to perform the landman services that Mark
   Hardwick stopped performing, if any:

       a. The amount of Maner Shaw's increased rate.

              i.   Fusselman Prospect Agreements


                   Answer:             0

              ii. Bad Billy Agreement


                   Answer:   ---'t~~(._'-.._1.....l ~'o
                                                      ___

       b. The amount of Ron King's increased rate.

               i. Fusselman Prospect Agreements


              Answer:                0

              ii. Bad Billy Agreement




       c. Maner Shaw's bonus payment.

             i. Fusselman Prospect Agreements


                                   0




                              IO

                         2957
•



    ii. Bad Billy Agreement

     Ansvver:           (;)




                   11

                2958
                                   QUESTION6

      Did Smith Energy Company fail to comply with one or more of the foil owing
agreements, if any?

      Please Answer "Yes" or "No" for each of the following:

A.    The Muy Caliente GEA.

      Answer:               (\0

B.    The Mitchel County sale to Firewheel Energy, LLC?

      Answer:                (\O

C.    The Fischer County sale to Gunn Oil Company?

                   t'\ Q
      Answer: ------'----

D.    The Bad Billy Agreement.

      Answer:              n '()
E.    Payment of invoices submitted by Mark Hardwick for:

             1. The Muy Caliente Prospect Area.

      Answer:          l\ D

             2. The On Point Prospect Area.

      Answer:          (\ 0

             3. The North On Point Extension Prospect Area.

      Answer:          n   '°
             4. O'Donnell Prospect Area.

      Answer:         tl O

             5. The Bad Billy Area.

      Answer:       D <::J



                                           12

                                      2959
J




           If you answered "Yes" to any part of Question 6, then answer the following
    question. Otherwise, do not answer the following question.

                                        QUESTION7

    Was Smith Energy Company's failure to comply excused?

           Failure to comply by Smith Energy Company, individually, is excused by
           Mark Hardwick's previous failure to comply with a material obligation of
           the same agreement.

           Failure to comply by Smith Energy Company, individually, is excused by
           Mark Hardwick's prior repudiation of the same agreement.

                  A party repudiates an agreement when he indicates, by his
                  words or actions, that he is not going to perform his
                  obligations under the agreement in the future, showing a
                  fixed intention to abandon, renounce, and refuse to perform
                  the agreement.

           Failure to comply by Smith Energy Company, individually, is excused if
           the following circumstances occurred:

                  1.     Mark Hardwick

                          a.     by words or conduct made a false
                                 representation or concealed material facts,
                                 and

                          b.     with knowledge of the facts or with
                                 knowledge or information that would lead a
                                 reasonable person to discover the facts, and

                          c.     with the intention that Smith Energy
                                 Company would rely on the false
                                 representation or concealment in acting or
                                 deciding not to act; and

                  2.      Smith Energy Company, individually

                          a.     did not know and had no means of knowing
                                 the real facts and

                          b.     relied to his detriment on the false
                                 representation or concealment of material
                                 facts.


                                               13


                                            2960
•   l




             Please Answer "Yes" or "No" for each of the following:

        A.   The Muy Caliente GEA.

             Answer:

        B.   The Mitchel County sale to Firewheel Energy, LLC?

             Answer:

        C.   The Fischer County sale to Gunn Oil Company?

             Answer:

        D.   The Bad Billy Agreement.

             Answer:   -------
        E.   Payment of invoices submitted by Mark Hardwick for:

                    1. The Muy Caliente Prospect Area.

             Answer: - - - - - - -

                    2. The On Point Prospect Area.

             Answer: - - - - - - -

                    3. The North On Point Extension Prospect Area.

             Answer: - - - - - - -

                    4. O'Donnell Prospect Area.

             Answer: - - - - - - -

                    5. The Bad Billy Area.

        Answer: - - - - - - -




                                                  14

                                             2961
'




           If you answered "Yes" to any subpart to Question No. 6 and "No" to the same
    subpart of Question 7, then answer the following question as to the subpart(s) to which
    you answered "Yes" in Question 6. Otherwise, do not answer the following question or
    subpart.

                                        QUESTIONS

          What sum of money, if any, if paid now in cash, would fairly and reasonably
    compensate Mark P. Hardwick for his damages, if any, that resulted from Smith Energy
    Company's failure to comply with the agreement(s), if any, listed in Question No. 6?

           Consider the elements of damages listed below and none other.

                  The fair market value of Mark P. Hardwick' s 6% working interest in the
           leases acquired by Smith Energy Company within the Muy Caliente Area of
           Mutual Interest that Smith Energy Company failed to convey as of August 2011.

                   The amount of the commission or fee to which Mark P. Hardwick was
           entitled to receive from the sale of leases in Mitchel County to Firewheel Energy,
           LLC?

                   The amount of the commission or fee to which Mark P. Hardwick was
           entitled to receive from the sale of leases in Fischer County to Gunn Oil
           Company.

                  Four percent of the sales price of the 999.1989 acres within the Bad Billy
           Area of Mutual Interest identified as "LHS lOOo/o".

                  The amount of Mark P. Hardwick's unpaid fees and expenses for land
           services provided on the Muy Caliente Prospect Area.

                  The amount of Mark P. Hardwick's unpaid fees and expenses for land
           services provided on the On Point Prospect Area.

                  The amount of Mark P. Hardwick's unpaid fees and expenses for land
           services provided on the North On Point Extension Prospect Area.

                  The amount of Mark P. Hardwick's unpaid fees and expenses for land
           services provided on the O'Donnell Prospect Area

                  The amount of Mark P. Hardwick' s unpaid fees and expenses for land
           services provided on the Bad Billy Prospect Area.


          Do not award any sum of money on any element if you have otherwise, under
    some other element, awarded a sum of money for the same loss. That is, do not



                                               15

                                            2962
•



             Do not award any sum of money on any element if you have otherwise, under
    some other element, awarded a sum of money for the same loss. That is, do not
    compensate twice for the same loss, if any. Do not include interest on any amount of
    damages you find. Do not include in your answer any amount that you find the person or
    entity listed below could have avoided by the exercise of reasonable care.

           Answer IN DOLLARS AND CENTS for damages, if any, that were sustained.

    A.     The Muy Caliente GEA.

           Answer:

    B.     The Mitchel County sale to Firewheel Energy, LLC?

           Answer:

    C.     The Fischer County sale to Gunn Oil Company?

           Answer:

    D.     The Bad Billy Agreement.

           Answer: - - - - - - -

    E.     Fees, expenses and services rendered for:

                  1. The Muy Caliente Prospect Area.

           Answer: - - - - - - -

                  2. The On Point Prospect Area.

           Answer: - - - - - - -

                  3. The North On Point Extension Prospect Area.

           Answer:

                  4. O'Donnell Prospect.

           Answer:

                  5. The Bad Billy Area.

           Answer:




                                               16

                                             2963
.   ,




                                         QUESTION9

        Did Mark Hardwick commit fraud against Smith Energy Company?

        Fraud occurs when-

                  1. a party makes a material misrepresentation, and

                2. the misrepresentation is made ~th knowledge of its falsity or made
        recklessly without any knowledge of the truth and as a positive assertion, and

               3. the misrepresentation is made with the intention that it should be acted
        on by the other party, and

                  4. the other party relies on the misrepresentation and thereby suffers
        Injury.

        "Misrepresentation" means-

            1. A false statement of fact, or

            2. A promise of future performance made with an intent, at
               the time the promise was made, not to perform as promised,
               or

            3. A statement of opinion that the maker knows to be false.

                                               OR

        Fraud occurs when-

                1.       a party fails to disclose a material fact within the knowledge of that
        party, and

               2.     the party knows that the other party is ignorant of the fact and does
        not have an equal opportunity to discover the truth, and

                 3.     the party intends to induce the other party to take some action by
        failing to disclose the fact, and

              4.      the other party suffers injury as a result of acting without
        knowledge of the undisclosed fact.




                                               17

                                            2964
•




    Answer "Yes" or "No" for each of the following:


    a. Fusselman Prospect Agreements


    Answer:   --'-"ft,--e.5"------
                          ..

    b. Bad Billy Agreement




                               18

                             2965
•   •



               If you answered "Yes" to any part of Question 9, then answer the following
        question. Otherwise, do not answer the following question.

                                            QUESTION 10

               What sum of money, if any, if paid now in cash, would fairly and reasonably
        compensate Smith Energy Company for its damages, if any, that resulted from such
        fraud?

               Consider the following elements of damages, if any, and none other.

                      1. The landman charges that Mark Hardwick overcharged Smith Energy
                         Company, if any.

                      2. Expenses Smith Energy Company paid Mark Hardwick
                         for which he was not entitled to reimbursement, if any.

                      3. The reasonable and necessary expenses incurred in
                         hiring others to perform the landman services that Mark
                         Hardwick stopped performing. if any:

                             a. The amount of Maner Shaw's increased rate.

                             b. The amount of Ron King's increased rate.

                             c. Maner Shaw's bonus payment.

               In answering questions about damages, answer each question separately. Do not
        increase or reduce the amount in one answer because of your answer to any other
        question about damages. Do not speculate about what any party's ultimate recovery may
        or may not be. Any recovery will be determined by the court when it applies the law to
        your answers at the time of judgment.

               Do not add any amount for interest on damages, if any.

               Answer separately in dollars and cents for damages, if any.

                      1. The landman charges that Mark Hardwick overcharged Smith Energy
                         Company, if any.

                              a. Fusselman Prospect Agreements

                              Answer:       JI 3 'e
                                        ~~~=--->--+~~~~~
                                                        av.3




                                                   19

                                                2966
        b. Bad Billy Agreement

        Answer:   --"4f.___Y._J4-,I _i.._'"2-_S-
                                             __
3.       The reasonable and necessary expenses incurred in
     hiring others to perform the landman services that Mark
     Hardwick stopped performing, if any:

        a. The amount of Maner Shaw's increased rate.

                i. Fusselman Prospect Agreements




               ii. Bad Billy Agreement


                       Answer: _Jl.......__l=--"4..--1/J--.'\'--f_O_ __


        b. The amount of Ron King's increased rate.

                  i.     Fusselman Prospect Agreements




                  ii. Bad Billy Agreement




                              a. Maner Shaw's bonus payment.

                  a. Fusselman Prospect Agreements


               Answer:         ---~~-----
                                             0




                                    20

                                 2967
•




     b. Bad Billy Agreement

    Ansvver:         {)




                21

               2968
                                     QUESTION 11

Were Mark Hardwick and Smith Energy Company engaged in a joint venture?

      Consider the following factors in deciding whether Mark Hardwick and
      Smith Energy Company were engaged in a joint venture:

             I. the receipt or right to receive a share of profits of the
                business;

             2. an expression of an intent to be partners or joint
                venturers in the business;

             3. the participation or the right to participate in control of
                the business;

             4. sharing or agreeing to share:

                  i. losses of the business, or

                 ii. liability for claims of third parties against the
                     business; and

             5. an agreement to contribute or contributing money or
                property to the business.


      Answer "Yes" or "No."

      Answer:   --y_,,._,e.._.0=--




                                           22

                                        2969
•



                                        QUESTION12

          Was Mark Hardwick acting as Smith Energy Company's agent when performing
    landman services?

          An agent is one authorized by another to transact some business for the
          principal; the relationship is a consensual one between two parties, by
          which one party acts on behalf of the other, subject to the principal's
          control, including the right to control the means and details of the process
          by which the agent will complete his tasks.

    Answer "Yes" or "No."


    Answer:




                                               23

                                            2970
:1




           If you answered "Yes" to Question 11 or 12, then answer the following question.
     Otherwise, do not answer the following question.

                                         QUESTION 13

            Did Mark Hardwick comply with his fiduciary duty to Smith Energy Company?

            Mark Hardwick owed Smith Energy Company a fiduciary duty. To prove he
     complied with his duty, Mark Hardwick must show-

                   1.   the transactions in question were fair and equitable to Smith
            Energy Company; and

                   2.   Mark Hardwick made reasonable use of the confidence that Smith
            Energy Company placed in him; and

                   3.     Mark Hardwick acted in the utmost good faith and exercised the
            most scrupulous honesty toward Smith Energy Company; and

                    4.      Mark Hardwick placed the interests of Smith Energy Company
            before his own, did not use the advantage of his position to gain any benefit for
            himself at the expense of Smith Energy Company, and did not place himself in
            any position where his self-interest might conflict with his obligations as a
            fiduciary; and

                   5.     Mark Hardwick fully and fairly disclosed all important information
            to Smith Energy Company concerning the transactions.

            Answer "Yes" or "No."


            Answer:        n0




                                                 24

                                             2971
           If you answered "No" to Question 13, then answer the following question.
    Otherwise, do not answer the following question.

                                        QUESTION14

           What sum of money, if any, if paid now in cash, would fairly and reasonably
    compensate Smith Energy Company for its damages, if any, that were proximately
    caused by such conduct?

           Consider the following elements of damages, if any, and none other.

                  1. The landman charges that Mark Hardwick overcharged Smith Energy
                     Company, if any.

                  2. The reasonable and necessary expenses incurred in
                     hiring others to perform the landman services that Mark
                     Hardwick stopped performing, if any:

                         a. The amount of Maner Shaw's increased rate.

                         b. The amount of Ron King's increased rate.

'                        c. Maner Shaw's bonus payment.

           In answering questions about damages, answer each question separately. Do not
    increase or reduce the amount in one answer because of your answer to any other
    question about damages. Do not speculate about what any party's ultimate recovery may
    or may not be. Any recovery will be determined by the court when it applies the law to
    your answers at the time of judgment.

           Do not add any amount for interest on damages, if any.

           Answer separately in dollars and cents for damages, if any.

                  1. The landman charges that Mark Hardwick overcharged Smith Energy
                     Company, if any.

                      i. A Fusselman Prospect Agreements

                                     Answer:



                      ii. Bad Billy Agreement

                                                               1 .,:_f-_~_---
                                     Answer: _ _ft4-'-·_Lf'--3_,_          __
                                                                1




                                                 25

                                              2972
2. The reasonable and necessary expenses incurred in
   hiring others to perform the landman services that Mark
   Hardwick stopped performing, if any:

       a. The amount of Maner Shaw's increased rate.

         I.    Fusselman Prospect Agreements

                    Answer:              0

        11.    Bad Billy Agreement

                    Answer:
                               4t    I   "t-.(
                                              I
                                                  lI0

       b. The amount of Ron King's increased rate.

         I.    Fusselman Prospect Agreements

                    Answer:               0

        ..
        11.    Bad Billy Agreement

                    Answer:   dl         ,
                                     1),3.:Jb'

       c. Maner Shaw's bonus payment.

          I.   Fusselman Prospect Agreements

                    Answer:                0
         ..
        11.    Bad Billy Agreement

                    Answer:              C?




                              26

                           2973
•   •



                                             QUESTION 15

              What sum of money did Mark Hardwick receive after he stopped performing
        landman services?

               Consider the following element, if any, and none other.

               a.    The working interest earnings Mark Hardwick received
                    after he stopped providing landman services on August
                    12, 2011.

               b. The market value of Mark Hardwick's working
                  interests as of June 30, 2013.

                "Market value" means the amount that would be paid in
        cash by a willing buyer who desires to buy, but is not required to
        buy, to a willing seller who desires to sell, but is under no
        necessity of selling.

               In answering the following questions, answer each question separately.
        Do not increase or reduce the amount in one answer because of your answer to
        any other question about damages. Do not speculate about what any party's
        ultimate recovery may or may not be. Any recovery will be determined by the
        court when it applies the law to your answers at the time of judgment.

               Answer separately in dollars and cents, if any.

                              a. The working interest earnings Mark
                                 Hardwick received after he stopped
                                 providing landman services on August
                                 12, 2011.

                                  Answer:      4f '7 qs-; o.s-"
                                                            I
                              b. The market value of Mark Hardwick' s
                                 working interests as of June 30, 2013.


                                  Answer:                   t
                                               .JI 4 1 '2- O f ~...S-    ,




                                                    27

                                                 2974
.,_   ....




                    If you answered "Yes" to Question 9, or if you answered "No" to Question 13, then
             answer the following question. Otherwise, do not answer the following question.


                                                           QUESTION 16

                   What was the amount of the compensation Mark Hardwick received for performing
             landman services?

                    Answer in dollar and cents, if any:


                    Answer:   ~o,#11-----~'-+-t..:....(<-_S---tl'--O_<o__
                                                                        S'_




                                                               28

                                                            2975
.   ·•




                                                    QUESTION 17

                Did Mark Hardwick commit theft?

                "Theft" means that a person unlawfully appropriates property with the intent to
         deprive the owner of property. Appropriating property is unlawful if it is without the
         owner's effective consent.

                 A person acts with intent with respect to the nature of his conduct or to a result of
         his conduct when it is the conscious objective or desire to engage in the conduct or cause
         the result.

                  "Deprive" means to withhold property from the owner permanently or for so
         extended a period of time that a major portion of the value or enjoyment of the property
         is lost to the owner.

               "Owner" means a person who has title to the property, possession of the property,
         whether lawful or not, or a greater right to possession of the property than Mark
         Hardwick.

                "Property" means: (a) real property; (b) tangible or intangible personal property,
         including anything severed from land; or (c) a document, including money, that
         represents or embodies anything of value.

                "Consent" means assent in fact, whether express or implied.

                "Effective consent" includes consent by a person legally authorized to act for the
         owner. Consent is not effective if induced by deception or coercion.

                "Deception" means:

                        (a)     creating or confirming by works or conduct a false impression of
                                law or fact that is likely to affect the judgment of another in the
                                transaction, and that the actor does not believer to be true; or

                        (b)     failing to correct a false impression of law or fact that is likely to
                                affect the judgment of another in the transaction, that the actor
                                previously created or confirmed by works or conduct, and that the
                                actor does not now believe to be true.


                Answer "Yes" or "No."


                Answer:   ---)3.J'L-.l.oe"""5.L--

                                                        29

                                                      2976
'   .

               If you answered "Yes" to Question 17, then answer the following question.
        Otherwise, do not answer the following question.

                                                QUESTION 18

               What sum of money, if paid now in cash, would fairly and reasonable compensate
        Smith Energy Company for its damages, if any, that resulted from Mark Hardwick' s theft?

               Consider the following elements of damages, if any, and none other.

                     1. The landman charges that Mark Hardwick overcharged Smith Energy
           Company, if any.

               In answering questions about damages, answer each question separately. Do not
        increase or reduce the amount in one answer because of your answer to any other question
        about damages. Do not speculate about what any party's ultimate recovery may or may not
        be. Any recovery will be determined by the court when it applies the law to your answers
        at the time of judgment.

               Answer separately in dollars and cents for damages, if any:




                                                    30

                                                 2977
       Answer the following question only if you unanimously answered "Yes" to
Question 9, or Question 17 OR, if you unanimously answered "No" to Question 13, then
answer the following question only as to that question. Otherwise, do not answer the
following question.

        To answer "Yes" to any part of the following question, your answer must be
unanimous. You may answer "No" to any part of the following question only upon a
vote of ten or more jurors. Otherwise, you must not answer that part of the following
question.

                                     QUESTION 19

     Do you find by clear and convincing evidence that the harm to Smith Energy
Company resulted from malice or fraud?

        "Clear and convincing evidence" means the measure or degree of proof that
produces a firm belief or conviction of the truth of the allegations sought to be
established.

       "Malice" means a specific intent by Mark Hardwick to cause substantial injury or
harm to Smith Energy Company.

       Fraud occurs when-

                 1.   a party makes a material misrepresentation, and

                 2.  the misrepresentation is made with knowledge of its falsity or
       made recklessly without any knowledge of the truth and as a positive assertion,
       and

                 3.   the misrepresentation is made with the intention that it should be
       acted on by the other party, and

                 4.   the other party relies on the misrepresentation and thereby suffers
       Injury.

       "Misrepresentation" means-

           a. A false statement of fact, or

           b. A promise of future performance made with an intent, at
              the time the promise was made, not to perform as promised,
              or

           c. A statement of opinion that the maker knows to be false.



                                              31

                                         2978
••




                                                 OR

            Fraud occurs when-

                    1.     a party fails to disclose a material fact within the knowledge of that
            party, and

                   2.     the party knows that the other party is ignorant of the fact and does
            not have an equal opportunity to discover the truth, and

                     3.     the party intends to induce the other party to take some action by
            failing to disclose the fact, and

                   4.     the other party suffers injury as a result of acting without
     knowledge of the undisclosed fact.

                                                       OR

            Fraud occurs when-

                    1.     there is a false representation of a past or existing material fact,
            and

                   2.      the false representation is made to a person for the purpose of
            inducing that person to enter into a contract, and

                    3.     the false representation is relied on by that person in entering into
            that contract.

                                                            OR

            Fraud occurs when-

                    I.     a party makes a false promise to do an act, and

                    2.     the promise is material, and

                    3.     the promise is made with the intention of not fulfilling it, and

                   4.      the promise is made to a person for the purpose of inducing that
            person to enter into a contract, and

                    5.     that person relies on the promise in entering into that contract.




                                                  32


                                               2979
,,   ·•




          Answer "Yes" or "No" as to each of the following questions:


                 a. Question 9:

                    Answer: - - - - - - -


                 b. Question 13:

                    Answer: - - - - - - -


                 c. Question 17:

                    Answer: - - - - - - -




                                             33


                                          2980
.,   ..



                 Answer the following question only if you unanimously answered "Yes" to
          Question 9, and to the same subpart of Question 19a. Otherwise, do not answer the
          following question.

                 You must unanimously agree on the amount of any award of exemplary damages.

                                              QUESTION20

                What sum of money, if any, if paid now in cash, should be assessed against Mark
          Hardwick and awarded to Smith Energy Company as exemplary damages, if any, for the
          conduct found in response to Question 9 and l 9a.?

                  "Exemplary damages" means an amount that you may in your discretion award as
          a penalty or by way of punishment.

                 Factors to consider in awarding exemplary damages, if any, are-

                         1.     The nature of the wrong.

                        2.      The character of the conduct involved.

                       · 3.     The degree of culpability of Mark Hardwick.

                        4.      The situation and sensibilities of the parties concerned.

                        5.      The extent to which such conduct offends a public sense of justice
                 and propriety.

                        6.      The net worth of Mark Hardwick.


                 Answer in dollars and cents, if any.




                                                        34

                                                   2981
       Answer the following question only if you unanimously answered "Yes" to
Question 13, and "Yes" as to the same subpart of Question 19b. Otherwise, do not
answer the following question.

       You must unanimously agree on the amount of any award of exemplary damages.

                                     QUESTION21

      What sum of money, if any, if paid now in cash, should be assessed against Mark
Hardwick and awarded to Smith Energy Company as exemplary damages, if any, for the
conduct found in response to Question 13 and Question 19b.?

        "Exemplary damages" means an amount that you may in your discretion award as
a penalty or by way of punishment.

       Factors to consider in awarding exemplary damages, if any, are-

              1.      The nature of the wrong.

              2.      The character of the conduct involved.

              3.      The degree of culpability of Mark Hardwick.

              4.      The situation and sensibilities of the parties concerned.

              5.      The extent to which such conduct offends a public sense of justice
       and propriety.

              6.      The net worth of Mark Hardwick.


       Answer in dollars and cents, if any.


       Answer: - - - - - - - - - -




                                              35

                                         2982
••   •



                 Answer the following question only if you unanimously answered "Yes" to
         Question 17 and "Yes" to the same subpart of Question 19c. Otherwise, do not answer
         the following question.

                You must unanimously agree on the amount of any award of exemplary damages.

                                              QUESTION22

               What sum of money, if any, if paid now in cash, should be assessed against Mark
         Hardwick and awarded to Smith Energy Company as exemplary damages, if any, for the
         conduct found in response to Question 17 and 19c.?

                 "Exemplary damages" means an amount that you may in your discretion award as
         a penalty or by way of punishment.

                Factors to consider in awarding exemplary damages, if any, are-

                       1.      The nature of the wrong.

                       2.      The character of the conduct involved.

                       3.      The degree of culpability of Mark Hardwick.

                       4.      The situation and sensibilities of the parties concerned.

                       5.      The extent to which such conduct offends a public sense of justice
                and propriety.

                       6.      The net worth of Mark Hardwick.


                Answer in dollars and cents, if any.




                                                       36

                                                  2983
.,



                                          QUESTION23

             Do you find that the Bad Billy Agreement fails to furnish either within itself, or
     by reference to some other existing writing, the means or data by which the property to
     be conveyed may be identified with reasonable certainty?

            Answer "Yes" or "No."

                               I
            Answer: _ _-f'\_..'_O
                                __




                                                  37

                                               2984
•



                                         QUESTION24

            What is a reasonable fee for the necessary services of Smith Energy Company's
    attorneys, stated in dollars and cents?

           Factors to consider in determining a reasonable fee include-

           I. The time and labor required, the novelty and difficulty of the questions
              involved, and the skill required to perform the legal services properly.

           2. The likelihood that the acceptance of the particular employment will
              preclude other employment by the lawyer.

           3. The fee customarily charged in the locality for similar legal services.

           4. The amount involved and the results obtained.

           5. The time limitations imposed by the client or by the circumstances.

           6. The nature and length of the professional relationship with the client.

           7. The experience, reputation, and ability of the lawyer or lawyers
              performing the services.

           8. Whether the fee is fixed or contingent on results obtained or
              uncertainty of collection before the legal services hav.e been rendered.

    Answer with an amount for each of the following:

           I. For representation in the trial court.

                  Answer: _ _    ,_3.._1._.i~(,_j--/-')_'1_</-_ _
           2. For representation through appeal to the court of appeals.

                                 ,._~
                  Answer: _ _"_ _-_     ooo
                                  1 _,_ _ _ _ _ _ __



           3. For representation at the petition for review stage in the Supreme
              Court of Texas.

                  Answer: _ _     ~_G_D._.L...__oo_v____
           4. For representation at the merits briefing stage in the Supreme Court of
              Texas.
                                  . jg r-o DO~
                  Answer:
                            ----------------
                                  lf   ....,


                                                 38

                                              2985
.,   .

         5. For representation through oral argument and the completion of
            proceedings in the Supreme Court of Texas.

                Answer: - - - - - - - - - - - - - -




                                            39

                                         2986
"   v




                                                      QUESTION25

                What is a reasonable fee for the necessary services of Mark Hardwick's attorneys,
        stated in dollars and cents?

               Factors to consider in determining a reasonable fee include-

               1. The time and labor required, the novelty and difficulty of the questions
                  involved, and the skill required to perform the legal services properly.

               2. The likelihood that the acceptance of the particular employment will
                  preclude other employment by the lawyer.

               3. The fee customarily charged in the locality for similar legal services.

               4. The amount involved and the results obtained.

               5. The time limitations imposed by the client or by the circumstances.

               6. The nature and length of the professional relationship with the client.

               7. The experience, reputation, and ability of the lawyer or lawyers
                  performing the services.

               8. Whether the fee is fixed or contingent on results obtained or
                  uncertainty of collection before the legal services have been rendered.

        Answer with an amount for each of the following:

               1. For representation in the trial court.

                       Answer:      --1   "2...
                                                  /
                                                       4- (£ / 000
               2. For representation through appeal to the court of appeals.

                       Answer:            fr ') s-, tJO D
               3. For representation at the petition for review stage in the Supreme
                  Court of Texas.



                4. For representation at the merits briefing stage in the Supreme Court of
                   Texas.




                                                           40

                                                         2987
5. For representation through oral argument and the completion of
   proceedings in the Supreme Court of Texas.




                                   41

                                 2988
•


                                            Presiding Juror:

           1.      When you go into the jury room to answer the questions, the first thing you
           will need to do is choose a presiding juror.

           2.      The presiding juror has these duties:

                   a.     have the complete charge read aloud if it will be helpful to your
           deliberations;

                    b.      preside over your deliberations, meaning manage the discussions, and
           see that you follow these instructions;

                    c.       give written questions or comments to the bailiff who will give them
           to the judge;

                   d.        write down the answers you agree on;

                   e.        get the signatures for the verdict certificate; and

                   f         notify the bailiff that you have reached a verdict.

           Do you understand the duties of the presiding juror? If you do not, please tell me
    now.

                           Instructions for Signing the Verdict Certificate:

                   1.      Unless otherwise instructed you may answer the questions on a vote
           of ten jurors. The same ten jurors must agree on every answer in the charge. This
           means you may not have one group of ten jurors agree on one answer and a
           different group of ten jurors agree on another answer.

                   2.        If ten jurors agree on every answer, those ten jurors sign the verdict.

                   If eleven jurors agree on every answer, those eleven jurors sign the verdict.

                   If all twelve of you agree on every answer, you are unanimous and only the
           presiding juror signs the verdict.

                   3.      All jurors should deliberate on every question. You may end up with
           all twelve of you agreeing on some answers, while only ten or eleven of you agree
           on other answers. But when you sign the verdict, only those ten who agree on every
           answer will sign the verdict.

                  4.     There are some special instructions before Questions 20, 21 and 22
           explaining how to answer those questions. Please follow the instructions. If all



                                                     42

                                                  2989
•   •


        twelve of you answer those questions, you will need to complete a second verdict
        certificate for those questions.

        Do you understand these instructions? If you do not, please tell me now.

                                                      (J ..                   •


                                                     RICK MORRIS
                                                     JUDGE PRESIDING




           r




                                             43

                                          2990
.   ,..



                                           Verdict Certificate

          Check one:

          _ _ Our verdict is unanimous. All twelve of us have agreed to each and every answer.
          The presiding juror has signed the certificate for all twelve of us.


          Signature of Presiding Juror                     Printed Name of Presiding Juror

          _ _ Our verdict is not unanimous. Eleven of us have agreed to each and every answer
          and have signed the certificate below.

            /Our verdict is not unanimous. Ten of us have agreed to each and every answer and
          have signed the certificate below.

          Signature                                        Name Printed

          1.

          2.

          3.

          4.

          5.

          6.

          7.

          8.




          11.




                                                    44


                                                 2991
"   .   ...



                      If you have answered Question No. 20, 21 and 22, then you must sign this
              certificate also.

                                                Additional Certificate


                      I certify that the jury was unanimous in answering the following questions. All
              twelve of us agreed to each of the answers. The presiding juror has signed the certificate for
              all twelve of us.




              Signature of Presiding Juror                          Printed Name of Presiding Juror




                                                           45

                                                          2992
    TAB B
   Judgment
(2 CR 3600-11)




      2 
. ·•·




                                        CAUSE NO. 19,490

        · Smith Energy COMPANY,                   §           IN THE DISTRICT COURT OF
          ON ITS OWN BEHALF AND ON BEHALF         §
          OF Smith Energy RESOURCE                §
          OIL, LTD., A TEXAS LIMITED              §
          PARTNERSHIP, AND ON BEHALF OF           §
          Smith Energy PARTNERS I, LTD.           §
          A TEXAS LIMITED PARTNERSHIP             §
                                                  §
                     Plaintiffs,                  §                                            t

                                                  §                                                '

        vs.                                       §
                                                  §
        MARK P. HARDWICK, INDIVIDUALLY            §
        AND D/B/A MARK P. HARDWICK OIL &          §
        GAS PROPERTIES, AND                       §
        MARK P. HARDWICK, LLC                     §
                                                  §
                    Defendants.                   §               121st JUDICIAL DISTRICT

                                           JUDGMENT

              On August 18, 2014, this cause came to be heard and Plaintiff Smith Energy

        Company, on its own behalf and as the General Partner of Smith Energy Resource Oil,

        Ltd., a Texas Limited Partnership, ("SERO") and as General Partner of Smith   ~nergy

        Partners I, Ltd., a Texas Limited Partnership, ("SEP I") and as the party authorized

        through legal assignment to bring suit on behalf of parties who have been damaged by

        Defendants' acts and omissions (collectively "Plaintiff' or "Smith Energy Company")

        appeared in· person and by attorney of record and announced ready for trial, and

        Defendants Mark P. Hardwick ("Hardwick"}, Mark P. Hardwick Oil and Gas Properities,

        and Mark P. Hardwick, LLC (collectively "Defendants") appeared in person and by

        attorney of record and announced ready for trial. Having been previously demanded, a

        jury consisting of 14 qualified jurors was duly impaneled and sworn, and the case




                        •                     3600
proceeded to trial.    After closing arguments, one qualified juror was dismissed, one

alternate was released, and the remaining 12 qualified jurors deliberated the case.

      The jury heard evidence concerning (1) Plaintiff Smith Energy Company's claims

against Hardwick, including claims for breach of contract, fraud, breach of fiduciary

duties, and theft in violation of Texas Civil Practice and Remedies Code § 134.003; (2)

Hardwi.ck's affirmative defenses; and (3) Hardwick's counterclaim.

      At the close of the Plaintiffs case, the Court heard Defendants' Motion for Partial

Directed Verdict. In response, Plaintiff dismissed without prejudice its claims against

Mark P. Hardwick LLC, and claims against Mark Hardwick based on the acquisition of

specific acreage known as the White Acreage, and the Court denied the remainder of

Defendants' Motion.

      At the close of the evidence, on August 28, 2014, the Court heard Plaintitrs

Motion for Directed Verdict, and the Court denied Plaintitrs Motion.

      The Court thereafter submitted the questions of fact in the case to the jury. The

charge of the Court and the verdict of the jury are incorporated herein for all purposes

by reference.

      In its verdict, the jury determined, inter alia, that:

      (1)       Hardwick breached his contracts with Smith Energy Company;

      (2)       Hardwick committed fraud;

      (3)       Hardwick breached his fiduciary duties to Smith Energy Company; and

      (4)       Hardwick committed theft in violation of Texas Civil Practice and
                Remedies Code § 134.003.

      In addition, the jury found that Hardwick was obligated to provide landman

services for the Fusselman prospects until the prospects were completed and that in the


                                               2




                                            3601
Bad Billy Agreement of December 17, 2010, Hardwick agreed to perform landman

services for a day work rate of $500.00.

      The jury further found that' Hardwick received, after he stopped performing

landman services, $795,056.00 in working interest earnings and working interests with a

market value of $4,209, 175.00 as of July 1, 2013. The jury then found that Hardwick

received compensation totaling $6, 125,068 for performing land man services.

      Finally, the jury found that the reasonable and necessary services of Smith

Energy Company's attorneys was $3,465,764.00 for representation in the trial court,

$75,000 for representation through appeal to the court of appeals, $50,000 for

representation at the petition for review stage in the Supreme Court of Texas, and

$50,000 for representation at the merits briefing state in the Supreme Court of Texas.

      On December 2, 2014 Mark P. Hardwick moved for judgment notwithstanding the

verdict and further moved to disregard the jury's findings to certain special issues. On

December 10, 2014, Smith Energy Company moved for judgment on the verdict and

also sought equitable relief. On December 10, 2014, Defendants moved for judgment

holding no equitable forfeiture, Mark P. Hardwick, LLC moved for judgment seeking

attorneys' fees, and Mark P. Hardwick moved for judgment seeking attorneys' fees.

The Court heard argument on the motions on December 15, 2014. After considering

the motions and responses, the applicable law, the arguments of counsel, the evidence

presented at trial, and the jury's verdict, the Court is of the opinion that Smith Energy

Company's Motion for Judgment should be granted and judgment entered in favor of

Smith Energy Company and against Defendant Mark P. Hardwick as set forth herein.




                                            3




                                           3602
       It further appears to the Court that Defendants should take nothing against Smith

Energy Company on Defendants' counterclaim.

       It further appears that Defendant Mark P. Hardwick's Motion for Judgment

Notwithstanding the Verdict and To Disregard Jury's Findings should be denied.

      It further appears that Defendants' Brief and Motion For Judgment Holding No

Equitable Forfeiture should be denied.

      It further appears that Mark P. Hardwick, LLC's Motion for Entry of Judgment

should be denied.

      It further appears that Mark P. Hardwick's Motion for Entry of Judgment should

be denied.

      IT IS THEREFORE ORDERED, ADJUDGED AND DECREED by the Court that

Plaintiff Smith Energy Company's Motion for Judgment is granted.

      IT IS FURTHER ORDERED, ADJUDGED AND DECREED that the following

agreements as between Plaintiff Smith Energy Company and Defendant Mark P.

Hardwick are rescinded and null and void, ab initio, as between these entities:

          a. North Mound Lake Letter Agreement, dated May 1, 2008;

          b. Big Bump Geophysical Exploration Agreement, dated October 10, 2009;

          c. On Point Geophysical Exploration Agreement, dated January 2, 2010;

          d. Muy Caliente Geophysical Exploration Agreement, dated January 15,

             2010;

          e. North On Point Extension/O'Donnell Geophysical Exploration Agreement,

             dated December 1, 201 O;




                                           4




                                         3603
           f.   Amended North On Point Extension/O'Donnell Geophysicial Exploration

                Agreement, dated June 15, 2011; and

           g. Bad Billy Letter Agrement, dated December 17, 201 o.

       IT IS FURTHER ORDERED, ADJUDGED AND DECREED that the rescission of

the above listed agreements as between Smith Energy and Mark P. Hardwick is fully

and independently supported by the jury's findings of fraud, the evidence presented at

trial, and equity.

       IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Plaintiff, Smith

Energy Company have and recover from Defendnt Mark P. Hardwick monies in the sum

of $5,004,231.00.

       IT IS FURTHER ORDERED, ADJUDGED AND DECREED that the award of

$5,004,231.00 to Smith Energy Company is fully and independently supported by the

jury's findings of fraud, the evidence presented at trial, and equity.

       IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that Mark P.

Hardwick's breach of fiduciary duty, which included fraudulent inducement and theft,

was a clear and serious breach of duty to Smith Energy as a matter of law and that

forfeiture of $5,004,231 is necessary to satisfy the public's interest in protecting

fiduciary relationships.

       IT IS FURTHER ORDERED, ADJUDGED AND DECREED that the award of

$5,004,231.00 to Smith Energy Company is fully and independently supported by the

jury's findings of breach of fiduciary duty, the evidence presented at trial, and equity.




                                              5




                                          3604
         IT IS FURTHER ORDERED, ADJUDGED AND DECREED that the jury's finding

that Mark P. Hardwick received, $5,004,231.00 after he stopped performing landman

services is fully supported by the evidence.

         IT IS FURTHER ORDERED, ADJUDGED AND DECREED that the jury's finding

that Mark P. Hardwick received compensation totaling $6, 125,068 for performing

landman services is fully supported by the evidence.

         It IS FURTHER ORDERED, ADJUDGED AND DECREED that Plaintiff Smith

Energy Company have and recover from Defendant Mark P. Hardwick monies in the

sum of $104,876.00, which is in addition to $5,004,231.00 awarded above.

         IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Plaintiff Smith

Energy Company's recovery of $104,876.00 is fully and independently supported by the

jury's findings of breach of contract and damages resulting therefrom and the evidence

presented at trial.

         IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Plaintiff Smith

Energy Company's recovery of $104,876.00 is fully and independently supported by the

jury's findings of fraud and damages resulting therefrom and the evidence presented at

trial.

         IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Plaintiff Smith

Energy Company's recovery of $104,876.00 is fully and independently supported by the

jury's findings of breach of fiduciary duty and damages resulting therefrom and the

evidence presented at trial.

         IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Plaintiff Smith

Energy Company's recovery of       $79,428.00 (which is a portion of the $104,876.00



                                               6




                                         3605
awarded) is fully and independently supported by the jury's findings of theft and

damages resulting therefrom and the evidence presented at trial.

        IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Plaintiff Smith

Energy Company have and recover from Defendant, Mark P. Hardwick, reasonable and

necessary attorneys' fees:

        a. in the sum of $3,465,764.00 for representation in the trial court;

        b. in the event of an appeal to the court of appeals, the sum of $75,000.00,

           conditioned upon Plaintiff prevailing in the court of appeals; and

        c. in the event of an appeal to the Supreme Court of Texas, in the sum of

           $100,000.00, conditioned upon Plaintiff prevailing in the Supreme Court of

           Texas.

        IT IS FURTHER ORDERED, ADJUDGED AND DECREED that the jury's finding

that the amount for reasonable and necessary services of Plaintiff Smith Energy

Company's attorneys was $3,465, 764.00 for representation in the trial court, $75,000.00

for representation in the event of an appeal to the court of appeals, $50,000.00 for

representation at the petition for review stage in the Supreme Court of Texas, and

$50,000.00 for representation at the merits briefing state in the Supreme Court of Texas

in the event of an appeal is fully supported by the evidence presented at trial.

        IT IS FURTHER ORDERED, ADJUDGED AND DECREED that an award of

attorneys' fees in the sum of $3,465,764.00 for representation in the trial court,

$75,000.00, for representation in the event of an appeal to the court of appeals; and

$100,0000.00 the event of an appeal to the Supreme Court of Texas, is equitable and

just.



                                             7




                                          3606
•




          IT IS FURTHER ORDERED, ADJUDGED AND DECREED that the award of

    attorneys' fees in the sum of $3,465,764.00 for representation in the trial court,

    $75,000.00, for representation in the event of an appeal to the court of appeals; and

    $100,0000.00 for representation in the event of an appeal to the Supreme Court of

    Texas, is fully and independently supported by the jury's finding that Mark P. Hardwick

    failed to comply with the North Mound Lake Letter Agreement, dated May 1, 2008; the

    Big Bump Geophysical Exploration Agreement, dated October 19, 2009; the On Point

    Geophysical Exploration Agreement, dated January 2, 201 O; the Muy Caliente

    Geophysical Exploration Agreement, dated January 15, 2010; the North On Point

    Extension/O'Donnell Geophysical Exploration Agreement, dated December 1, 201 O; the

    Amended North On Point Extension/O'Donnell Geophysicial Exploration Agreement,

    dated June 15, 2011; and the Bad Billy Letter Agrement, dated December 17, 2010, the

    jury's award of damages for the failure to comply, and Texas Civil Practice and

    Remedies Code section 38.001.

          IT IS FURTHER ORDERED, ADJUDGED AND DECREED that the award of

    attorneys' fees in the sum of $3,465,764.00 for representation in the trial court,

    $75,000.00, for representation in the event of an appeal to the court of appeals; and

    $100,0000.00 for representation in the event of an appeal to the Supreme Court of

    Texas, is fully and independently supported by the jury's finding that Mark P. Hardwick

    failed to comply with the On Point Geophysical Exploration Agreement, dated January

    2, 201 O; the Muy Caliente Geophysical Exploration Agreement, dated January 15, 201 O;

    the North On Point Extension/O'Donnell Geophysical Exploration Agreement, dated

    December 1, 201 O; and the Amended North On Point Extension/O'Donnell Geophysicial



                                              8




                                           3607
Exploration Agreement, dated June 15, 2011, the jury's award of damages for the

failure to comply, and the contractual provision in each of these agreements that states

that:

        Should any Party hereto be forced to resort to legal action to enforce the
        provisions hereof, the prevailing Party shall be entitled to reasonable
        attorneys' fees and all court costs incurred in such legal action.


        IT IS FURTHER ORDERED, ADJUDGED AND DECREED that the award of

attorneys' fees in the sum of $3,465,764.00 for representation in the trial court,

$75,000.00, for representation in the event of an appeal to the court of appeals; and

$100,0000.00 for representation in the event of an appeal to the Supreme Court of

Texas, is fully and independently supported by the jury's finding that Mai-k P. Hardwick

committed theft, the jury's award of damages for the theft, and Texas Civil Practice and

Remedies Code section 134.005.

        IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Plaintiff Smith

Energy Company recover from Defendant Mark P. Hardwick all costs ·of court spent in

this cause to be calculated by the clerk of court and set forth in a bill of costs forwarded

to the parties after the signing of the Judgment.

        IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Plaintiff Smith

Energy Company have and recover from Defendant Mark P. Hardwick prejudgment

interest in the $792,264.16, calculated on the award of $5, 109, 107 .00 at a rate of 5°/o

per annum from the date suit was filed, November 9, 2011, to date of judgment.

        IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Plaintiff Smith

Energy Company shall have and recover post-judgment interest on all sums awarded to




                                             9




                                          3608
•




    the Plaintiff under this judgment at the rate of five percent (5°/o) per annum,

    compounded annually, from the date hereof until paid in full.

           IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Defendants and

    Counter-Plaintiffs, Mark P. Hardwick, Mark P. Hardwick Oil and Gas Properities, and

    Mark P. Hardwick, LLC, take nothing under their counterclaim in this suit against

    Plaintiff and Counter-Defendant, Smith Energy Company, on its own and on behalf of

    Smith Energy Resource Oil, Ltd., A Texas Limited Partnership, and on behalf of Smith

    Energy Partners I Ltd., a Texas Limited Partnership.

           IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Defendant Mark

    P. Hardwick, LLC's Motion for Entry of Judgment is denied.

           IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Defendants' Brief

    and Motion For Judgment Holding No Equitable Forfeiture is denied.

          IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Defendant Mark

    P. Hardwick's Motion for Entry of Judgment is denied.

          IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Defendant Mark

    P. Hardwick's Motion For Judgment Not Withstanding The Verdict and to Disregard Jury

    Findings is denied.

          IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Plaintiff Smith

    Energy Company shall have all appropriate and necessary writs, execution and

    process, as many and as often as are necessary for the enforcement and collection of

    this judgment.




                                               10




                                             3609
      All relief   not expressly granted is this judgment is denied.   This judgment is final,

disposes of all claims and all parties and is appealable.




                                                                            '


                                           Judge Presiding




                                              11




                                           3610
.. .


        APPROVED AS TO FORM:

        RUSTY HARDIN & ASSOCIATES, LLP



         Rusty Hardin
         State Bar No.: 08972800
         Ryan K. Higgins
         State Bar No. 24007362
         Jeremy Monthy
         State Bar No. 24073240
       . Lara Hollingsworth
         State Bar. 00796790
         Carolyn P. Courville
         State Bar No. 24007042
         1401 McKinney Street, Suite 2250
         Houston, Texas 77010
         Telephone: (713) 652-9000
         Facsimile: (713) 652-9800

        ATTORNEYS FOR PLAINTIFF SMITH
        ENERGY COMPANY, ON ITS OWN AND
        ON BEHALF OF SMITH ENERGY RESOURCE
        OIL, LTD., A TEXAS LIMITED PARTNERSHIP,
        AND ON BEHALF OF SMITH ENERGY
        PARTNERS I LTD., A TEXAS LIMITED PARTNERSHIP

        APPROVED AS TO FORM:



       Susan R. Richardson
       Chris Aycock
       Rick G. Strange
       Stephanie D. Lee
       Cotton, Bledsoe, Tighe & Dawson, P.C.
       P.O. Box 2776
       Midland, Texas 79702-2776


       ATTORNEYS FOR DEFENDANT
       MARK P. HARDWICK, MARK P.
       HARDWICK OIL AND GAS PROPERTIES,
       AND MARK P. HARDWICK, LLC



                                                12

                                                      ---



                                               3611
        TAB C
  North Mound Lake
Participation Agreement
       (DX 1346)




           3 
                                    N. MOUND LAKE PROSPECT
                                 LYNN AND TERRY COUNTIES, TEXAS
                                   PARTICIPATION AGREEMENT


This Participation Agreement (the "Agreement") dated and effective as of the l 1h day of May, 2008 (the
"Effective Date"), is entered into by and between RAW Oil & Gas, Inc. ("RAW"), RAW Energy, L.C.
("RAW LC") and Smith Energy Company ("Smith").

         WHEREAS, RAW LC is purchasing Leases covering the lands set out on Exhibit "A", attached
hereto ("Prospect Area").

        WHEREAS, the parties have agreed to participate in a program to explore for and develop oil and
gas within the Prospect area; and,

        WHEREAS, the parties intend that Smith shall own an undivided 75.0% interest in the Leases
acquired covering the lands defined in Exhibit "A'', Smith shall pay 100.0% of the Acreage, Geological and
Land Costs associated with the Prospects. (Acreage Cost should average between $200.00 to $250.00 per
acre and the land Cost will consist of leasing cost and Title Opinion cost). A one time Geological cost is
$50,000.00 will be payable upon the execution of this agreement. Smith shall pay 100.0% of all expenses
incurred in connection with the drilling expenses (through the casing point election), on the first well drilled
on the prospect. Smith shall pay 75.0% of all expenses incurred in connection with the equipping,
completion and lease operating. Smith shall become a party to the Joint Operating Agreement ("Operating
Agreement"), dated May 1, 2008, naming RAW as Operator and covering operations with respect to the
Lease. (If RAW is unable to secure leases and or Assignments or Farmouts on 100% of the
mineral/leasehold interest in the initial drillsite tract, Smith's obligations above will be proportionally
reduced as to the amount of interest RAW has acquired This includes, but is not limited to, land cost,
acreage cost, geological cost, drilling and completion cost. )

         NOW, THEREFORE, for and in consideration of the premises and the mutual covenants,
agreements and obligations set forth herein and to be performed, and other good and valuable consideration,
the receipt and sufficiency of which are acknowledged by the parties hereto, the parties agree as follows:

         1. Definitions.

         (a) "Affiliate" means, with respect to any party, a person or entity that directly or indirectly, through
one or more intennediaries, controls, is controlled by, or is under common control with, the party in
question. As used in the definition of "Affiliate", the term "control" means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and policies of a party, whether
through ownership of voting securities, by contract or otherwise.

        (b) "Prospect" shall mean the areas defined on Exhibit "A" ..

        (c) "Casing Point Election" means the well has been drilled to the objective depth, at which time the
owners of the majority of the interest will decide whether to commit additional dollars to "setting pipe" and
attempt a completion or to plug and abandon as non-commercial.

         2. Representations and Warranties of RAW. RAW r~presents and warrants to Smith the following:
                                                   1



                                     DEFENDANT’S
                                     TRIAL EXHIBIT
                                             1346
                                  __________________                                                    SEC 189120
'· '




                (a) Without making any warranty or representation of any kind relating to the title of any lessor to
       the minerals covered by the Lease (any such warranty being expressly disclaimed), RAW represents and
       warrants that it is the owner of such of the rights of lessee under the Lease as are to be assigned to Smith
       pursuant to the provisions hereof; that it has good and sufficient title to such interest and rights; and that it
       has the right, power and authority to sell and transfer said interests and rights to Smith.

               (b) There are no proceedings, judgments or liens now pending or, to the knowledge of RAW
       threatened against RAW which would affect the Lease or the Prospect Area except those as have been
       previously disclosed to Smith in writing.

               (c) The interest in the Lease to be assigned to Smith will be assigned free and clear of any liens,
       claims or encumbrances upon said Lease created by, through or under RAW.

               3. Covenants of RAW. RAW as Operator under the Operating Agreement, covenants and agrees to
       perform the terms of, and provide the documents, information and data required by, Schedule A attached
       hereto.

               4. Acknowledgments by the Parties. The parties acknowledge and agree to the following:

               (a) The parties shall execute and record in Lynn County, Texas a memorandum of this agreement.

                (b) RAW and Smith represent and warrant to each other that the interests in the Leases acquired by
       them hereunder are being acquired for investment only and not with a view to any "distribution" (as such
       term is used in the Securities Act of 1993, as amended) thereof, and neither of them shall offer to sell or
       otherwise dispose of the Lease so acquired by it in violation of any of the registration requirements of the
       Securities Act of 1993, as amended, or any applicable state securities laws, and that each of the parties
       qualifies as an "accredited investor" as defined in Regulation D under the Securities Act of 1993, as
       amended.

                (c) RAW and Smith represent and warrant to each other that each has received information
       regarding the interest in the Lease being acquired by it pursuant to this Agreement, each has been provided
       access to any and all written information, documents and materials that it has requested, has obtained to the
       satisfaction of itself and its counsel answers to all inquiries made by it and has been given an opportunity to
       obtain all answers and information that it believes necessary or appropriate to evaluate the suitability of an
       investment in the interests in the Lease being acquired by it; and, in evaluating the suitability of an
       investment therein, neither it nor its counsel has relied upon any representations or other information
       (whether oral or written) other than as set forth herein.                                             ·

                (d) RAW and Smith represent and warrant to each other that (i) each can bear the economic risk of
       losing its entire investment in the interests in the Lease, and (ii) each has adequate means for providing for
       its current financial needs and contingencies, does not have as an investment objective the immediate
       receipt of income and has no need for liquidity in an investment in such interests.

               5. Interests Assigned to the Parties.

                   RAW hereby agrees to assign to Smith 75. 0% of 8/8ths of the rights and interests existing under
                   the Leases. The lease will be assigned to Smith bearing a net revenue interest which the lease
                                                              2




                                                                                                             SEC 189121
'··.


                     originally have with RAW not burdening the leases with any additional ORRI. The interests to
                     be assigned to Smith will be assigned on a well by well or proration unit by proration unit basis
                     as the wells are drilled. The assignment of interest to Smith will be delivered to Smith upon
                     receipt of payment of the drilling cost of each well but prior to the drilling of the well.

                The interests assigned to Smith pursuant to this agreement are hereby expressly assigned subject to
       their proportionate part of all of the terms, covenants, overriding royalty interests, reversionary interests and
       other production burdens referenced in the following:

                         (i) The Lease.
                         (ii) The Operating Agreement.

                6. Duties and Role of RAW. RAW has been designated the Operator in accordance with the
       Operating Agreement. As such, RAW, in addition to any other duties assigned to it pursuant to the
       Operating Agreement, shall have the overall responsibility to conduct all negotiations with landowners in
       the Prospect Area, conduct all title investigations required by this Agreement, conduct drilling operations,
       seleqt acreage to lease, and carry out production operations.

                 7. Participation of the Parties in the Prospect Area, Prospect A and Subsequent Wells.

              (a) Prospect Area. Smith agrees to pay to RAW, a total of 100.0% of the acreage,
       Seismic/Geological and land costs associated with Prospect.

              (b) It is understood and agreed that RAW, as Operator, will commence operations for the drilling of
       a well on or before December 1, 2008. Enclosed herewith is RAW's Authorization For Expenditure
       ("AFE") which shows the total estimated costs to drill, complete and equip such well.

                ( c) RAW shall be entitled to a 25% working interest carried to the casing point on the first well
       drilled in the prospect, all subsequent wells will be on a heads-up basis.

               (d) As to all wells drilled within the Prospect Area, each will be subject to a casing point election at
       which, if any party elects not to participate in such drilling or completion, such party will relinquish and
       assign to the participating parties all of its leasehold interest in and to the well and the prospect area as
       defined in Exhibit "A".

                In the event that any party elects not to participate in a completion attempt, the non-consenting party
       will be subject to the provisions in the governing JOA.

              (e) No party shall have the right to reinstatement of an interest in a well or acreage relinquished in
       accordance with this Section 7, whether by payment of a cash penalty, production penalty, or otherwise.

       8. AMI.

                (a)    General Requirements. No party, either directly or through an Affiliate, may acquire any
       lease .or petroleum expJoration or seismic license or participate in the acquisition of any lease or
       petroleum exploration or seismic license from a third party holding a lease or petroleum exploration or
       seismic license, which lease or petroleum exploration or seismic license is located partially or entirely
       within the Prospect Area, 'other tha9 in accordance with the provisiorts of this Paragraph.
                                                              3




                                                                                                             SEC 189122
        (b)     The parties to this Participation Agreement hereby create an Area of Mutual Interest,
which will consist of all of the lands included within the Contract Area described in Exhibit "A" to the
Joint Operating Agreement dated May 1, 2008.

         (c) Procedures. Any party, whether directly or through an Affiliate, wishing to acquire a lease or
 petroleum exploration or seismic license within the AMI shall first serve written notice on the other parties,
 such notice to specify the terms which such party is prepared to offer for such lease or petroleum
exploration or seismic license. The recipient parties shall have thirty (30) days from receipt of such notice to
elect to participate in the acquisition (including attendant costs) of such lease or petroleum exploration or
seismic license to the extent of the pro rata share of the interests of those joining in such acquisition, as
shown on Exhibit "B" to the Operating Agreement. Failure by a party to affirmatively elect to participate in
the acquisition within thirty (30) days shall cause the land covered by the lease or petroleum exploration or
seismic license to be automatically deleted from the AMI as to such party without further action by the
parties. If fewer than all the recipient parties elect to participate, then the parties which do wish to
participate may acquire the lease or petroleum exploration or seismic license on terms not less onerous than
those set out in the, written notice. In the event that more than one party serves a notice of intent to
acquire a certain lease or petroleum exploration or seismic license and the terms which such parties are
willing to offer are different, then the notice or notices specifying the financial terms least favorable to
the parties shall be disregarded and the other parties shall elect whether to participate with the party
offering the most favorable financial terms.

        9. Financing. Any party shall have the right to arrange its own financing for any wells or other
projects to be conducted on the Prospect Area without any obligation to provide, or assist the other in
obtaining, similar financing. No party shall encumber the rights and interests of any other party in the
Prospect Area.

          l 0. Indemnification. Each party shall indemnify, defend and save harmless each other party and its
officers, directors, employees, agents and attorneys, and each of them (the "Indemnified Parties"), from and
against any and all commenced or threatened claims, actions, suits, litigation, administrative or enforcement
proceedings or investigations (including any proceeding or action under any federal or state law) and other
legal proceedings, and all damages, costs, interest charges, counsel fees and other expenses and penalties
related thereto (collectively "Claims" or individually a "Claim") which any of the Indemnified Parties may
sustain or incur by reason of or arising from or related to (i) any breach by the indemnifying party of any
representation, warranty, covenant or agreement or (ii) the transfer by or through the indemnifying party of
any interests herein or in the Lease. The indemnification set forth in this Section l 0 shall not cover any
Claim arising from or related to any gross negligence or willful misconduct of an Indemnified Party.

        11. Operating Agreement. Upon execution of this Agreement, Smith agrees to execute the
Operating Agreement. In the event of conflict between the provisions of this Agreement and the Operating
Agreement, the provisions of this Agreement shall be controlling. In any assignment executed by any party
conveying part or all of the interests acquired by it pursuant hereto, such party agrees to include the
following provision:

        The interests conveyed hereby are subject to the terms and provisions of that certain
        Operating Agreement dated May 1, 2008, between RAW Oil & Gas as Operator, and
        Smith Energy Company, etal as Non-Operators.

                                                      4




                                                                                                     SEC 189123
         12. Survival of Representations and Warranties. All representations and warranties contained
herein or made in writing in connection herewith shall survive the execution hereof for a period of one ( 1)
year after the date hereof except for those set forth in Section 2(a) and Section 2(c) which shall survive
without limitation as to time. All covenants contained herein shall survive without limitation as to time.

         13. Additional Acts. Each party will execute and deliver all such other and additional instruments
and will do such other acts and things as may be necessary to assure more fully to the other that all
respective rights intended to be conveyed and granted are conveyed and granted.

         14. Notices. All notices or other communications given pursuant hereto shall be deemed given
when delivered, if delivered in person; one day after deposit with an overnight carrier such as Federal
Express for delivery on the next calendar day; the day of transmission by telecopy (if confirmed by notice
sent by Federal Express or a similar overnight carrier for receipt the next day); or five days after mailing if
sent certified mail, return receipt requested. All notices shall be given at the following addresses, unless any
party changing its notice address shall notify all other parties in writing of such change:

                                          RAW Oil & Gas, Inc.
                                          12312 Slide Road
                                          Lubbock, TX 79424
                                          Attn: Joe D. Hardin
                                          Fax: (806) 771-7766

       15. Governing Law. The interpretation, validity and enforceability of this Agreement shall be
governed by the laws of the State of Texas other than its conflict oflaw principles.

         16. Counterparts. This Agreement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so executed shall be deemed to be
an original and all of which when taken together shall constitute one and the same agreement.




                                                                      ERGY,L.C.


                                                                         I) A




                                                      5




                                                                                                    SEC 189124
.   '   ..
        ~




                                                       SCHEDULE A


             1.   Prior to commencing operations on a well, RAW shall furnish or cause to be furnished to Smith a
                  location plat, an AFE detailing estimated dry hole and completion costs, the date of
                  commencement of operations, the proposed spud date and a drilling title opinion covering the
                  drillsite tract along with copies of any curative documents obtained in connection therewith.

             2.   RAW shall provide to Smith, upon request, a seismic and/or subsurface map depicting the
                  structure(s) to be encountered and, on request, make available the data used to make such map.

             3.   RAW shall furnish or cause to be furnished to Smith the date drilling is commenced, daily
                  drilling reports by fax and in writing containing customary information; and advance notice of
                  coring, testing and running surveys so that a representative can be present and have access to all
                  well information.

             4.   With respect to all wells, RAW shall test or cause to be tested all prospective hydrocarbon
                  bearing horizons, run appropriate electric logs and furnish to Smith a field print, copy of such
                  log(s) and other well data.

             5.   After well completion, RAW shall furnish or cause to be furnished to Smith a final print of log(s)
                  and notices to all governmental authorities.




                                                             6




                                                                                                         SEC 189125
.
.... "
          .
         t ; . •''   •




                                                             EXHIBIT "A"

                                       Attached to and made a part of Participation Agreement
                                               · dated May 1, 2008, by and between
                                   RAW Oil & Gas, Inc., Raw Energy, L.C. and Smith Energy Company.



            Prospect Area

                         Section 39, Block E, EL&RR Ry. Co. Survey, Lynn and Terry Counties, Texas (640.00
                         ac.)
                         AND

                         Section 0, A-1181, No Block, No Survey, Lynn County, Texas (this Section is located just to the
                         East of Section 39 described above)




                                                                  7




                                                                                                                  SEC 189126
      TAB D
 North Mound Lake
Operating Agreement
     (DX 1347)




         4 
                          A.A.P.L. FORM 610 - 1989

           MODEL FORM OPERATING AGREEMENT



                  NORTH MOUND LAKE PROSPECT




                          OPERATING AGREEMENT

                                  DATED

                             May 1           2008

OPERATOR   RAW Oil & Gas, Inc.




COUNTY OR PARISH OF   LYNN AND TERRY                   , STATE OF _T=-=E=XA=S:::..__ _




                                      COPYR!GHT 1989 - ALL RIGHTS RESERVED
                                      AMERICAN ASSOCIATION OF PETROLEUM
                                      LANDMEN,   4100  FOSSIL     CREEK  BLVD.
                                      FORT WORTH, TEXAS, 76137, APPROVED FORM.


                                                 A.A.P.L. NO. 610-1989




                           DEFENDANT’S
                           TRIAL EXHIBIT

                                  1347
                         __________________
                                                                             SEC 189020
 A.A.P.L. FORM 610 - MODb__, FORM OPERA TING AGREEMENT -                                                              I<..~/


                                                                  TABLE OF CONTENTS

Article                                                                            Title                                                                               m
     I. DEFINITIONS ................................................................................................................................................ 1
    II. EXHIBITS ....................................................................................................................................................... 1
   III. INTERESTS OF PARTIES ........................................................................................................................... 2
           A. OIL AND GAS INTERESTS: ................................................................................................................... 2
           B. INTERESTS OF PARTIES IN COSTS AND PRODUCTION: ................................................................. 2
           C. SUBSEQUENTLY CREATED INTERESTS: .......................................................................................... 2
   IV. TITLES ............................................................................................................................................................ 2
           A. TITLE EXAMINATION: ........................................................................................................................... 2
           B. LOSS OR FAILURE OF TITLE: ............................................................................................................... 3
                1. Failure of Title .................................................................................................................................... 3
               2. Loss by Non-Payment or Erroneous Payment of Amount Due .......................................................... 3
               3 . Other Losses ....................................................................................................................................... 3
               4. Curing Title ......................................................................................................................................... 3
    V. OPERATOR .................................................................................................................................................... 4
           A. DESIGNATION AND RESPONSIBILITIES OF OPERATOR: ............................................................... 4
           B. RESIGNATION OR REMOVAL OF OPERA TOR AND SELECTION OF SUCCESSOR: ................... 4
                I. Resignation or Removal of Operator .................................................................................................. 4
               2. Selection of Successor Operator ......................................................................................................... 4
               3. Effect ofBankruptcy ........................................................................................................................... 4
           C. EMPLOYEES AND CONTRACTORS: ................................................................................................... 4
           D. RIGHTS AND DUTIES OF OPERATOR: ............................................................................................... 4
                I. Competitive Rates and Use of Affiliates ............................................................................................. 4
               2. Discharge of Joint Account Obligations ............................................................................................. 4
               3. Protection from Liens ......................................................................................................................... 4
               4. Custody of Funds ......................................................................................................... :...................... 5
               5. Access to Contract Area and Records ................................................................................................. 5
               6. Filing and Furnishing Governmental Reports ..................................................................................... 5
               7. Drilling and Testing Operations .......................................................................................................... 5
               8. Cost Estimates ................................................................................................................. :................... 5
               9. Insurance ............................................................................................................................................. 5
   VI. DRILLING AND DEVEWPMENT ............................................................................................................ 5
          A. INITIAL WELL: ......................................................................................................................................... 5
          B. SUBSEQUENT OPERATIONS: ............................................................................................................... 5
                1. Proposed Operations ........................................................................................................................... 5
               2. Operations by Less Than All Parties ................................................................................................... 6
               3. Stand-By Costs .................................................................................................................................... 7
               4. Deepening ........................................................................................................................................... 8
               5. Sidetracking ........................................................................................................................................ 8
               6. Order of Preference of Operations ...................................................................................................... 8
               7. Conformity to Spacing Pattern ............................................................................................................ 9
               8. Paying Wells ....................................................................................................................................... 9
          C. COMPLETION OF WELLS; REWORKING AND PLUGGING BACK: ................................................ 9
               1. Completion .......................................................................................................................................... 9
               2. Rework, Recomplete or Plug Back ................... "' ................................................................................ 9
          D. OTHER OPERATIONS: ............................................................................................................................ 9
          E. ABANDONMENT OF WELLS: ................................................................................................................ 9
               1. Abandonment of Dry Holes ................................................................................................................ 9
              2. Abandonment of Wells That Have Produced .................................................................................... 10
               3. Abandonment of Non-Consent Operations ....................................................................................... 10
          F. TERMINATION OF OPERATIONS: ....................................................................................................... 10
          G. TAKING PRODUCTION IN KIND: ....................................................................................................... 10
               (Option 1) Gas Balancing Agreement .................................................................................................... 10
               (Option 2) No Gas Balancing Agreement.. ............................................................................................ 11
 VII. EXPENDITURES AND LIABILITY OF PARTIES ................................................................................. 11
          A. LIABILITY OF PARTIES: ..................................................................................................................... 11
          B. LIENS AND SECURITY INTERESTS: .................................................................................................. 12
          C. ADVANCES: ............................................................................................................................................ 12
          D. DEFAULTS AND REMEDIES: ............................................................................................................... 12
               1. Suspension ofRights ......................................................................................................................... 13
              2. Suit for Damages ............................................................................................................................... 13
               3. Deemed Non-Consent ....................................................................................................................... 13
              4. Advance Payment ............................................................................................................................. 13
               5. Costs and Attorneys' Fees ................................................................................................................. 13
          E. RENTALS, SHUT-IN WELL PAYMENTS AND MINIMUM ROY ALTIES: ....................................... 13
          F. TAXES: ..................................................................................................................................................... 13
VIII. ACQUISITION, MAINTENANCE OR TRANSFER OF INTEREST .................................................... 14
      A. SURRENDER OF LEASES: .................................................................................................................... 14
      B. RENEWAL OR EXTENSION OF LEASES: ........................................................................................... 14
      C. ACREAGE OR CASH CONTRIBUTIONS: ............................................................................................ 14




                                                                                                                                                              SEC 189021
A.A.P.L. FORM 610- MODb.... FORM OPERATING AGREEMENT- lltuJ

                                                               TABLE OF CONTENTS

       D. ASSIGNMENT; MAINTENANCE OF UNIFORM INTEREST: .................................................... 15
       IS. WAIVER OF RIGHTS TO PARTITION: ......................................................................................... 15
       f:. PRBFERBl>!TIAbRIGRTTOPU&CRASE: ..................................................................................... 15
   IX. INTERNAL REVENUE CODE ELECTION ..................................................................................... 15
    X. CLAIMSANDLAWSUITS .................................................................................................................. 15
  XI.FORCE MAJEURE ............................................................................................................................... 16
 XII.NOTICES ............................................................................................................................................... 16
XIII.TERM OF AGREEMENT .................................................................................................................... 16
XIV. COMPLIANCE WITH LAWS AND REGULATIONS ..................................................................... 16
     A. LAWS, REGULATIONS AND ORDERS: ........................................................................................ 16
     B. GOVERNING LAW: ......................................................................................................................... 16
     C. REGULATORY AGENCIES: .......................................................................................................... 16
 XV. MISCELLANEOUS .............................................................................................................................. 17
     A. EXECUTION: .................................................................................................................................... 17
     B. SUCCESSORS AND ASSIGNS: ....................................................................................................... 17
     C. COUNTERPARTS: ............................................................................................................................ 17
     D. SEVERABILITY ............................................................................................................................... 17
XVI. OTHER PROVISIONS ......................................................................................................................... 17




                                                                               ii




                                                                                                                                                     SEC 189022
          A.A.P.L. FORM 610 - MuJEL FORM OPERATING AGREEMENT- 1989

                                                                           OPERATING AGREEMENT
     2               THIS AGREEMENT. entered into by and between _=RA~W~O~il~&~G=as~In~c~.- - - - - - - - - - - - - - - -
     3    hereinafter designated and referred to as "Operator," and the signatory party or parties other than Operator, sometimes
          hereifla:fter referred to individually as "Non-Operator," and collectively as "Non-Operators."
                                                                   WITNESSETH:
                        WHEREAS, the parties to this agreement are owners of Oil and Gas Leases and/or Oil and Gas Interests in the land
          identified in Exhibit "A," and the parties hereto have reached an agreement to explore and develop these Leases and/or Oil
          and Gas Interests for the production of Oil and Gas to the extent and as hereinafter provided,
                     NOW, THEREFORE, it is agreed as follows:
 10                                                                                ARTICLE I.
 Il                                                                               DEFINITIONS
 12                     As used in this agreement, the following words and terms shall have the meanings here ascribed to them:
 13                     A. The term "AFE" shall mean an Authority for Expenditure prepared by a party to this agreement for the purpose of
 14       estimating the costs to be incurred in conducting an operation hereunder.
 15                B. The term "Completion" or "Complete" shall mean a single operation intended to complete a well as a producer of Oil
 16       and Gas in one or more Zones, including, but not limited to, the setting of production casing, perforating, well stimulation
 17       and production testing conducted in such operation.
 18                 C. The term "Contract Area" shall mean all of the lands, Oil and Gas Leases and/or Oil and Gas Interests intended to be
 19       developed and operated for Oil and Gas purposes under this agreement. Such lands, Oil and Gas Leases and Oil and Gas
 20       Interests are described in Exhibit 11 A."
 21                D. The term "Deepen" shall mean a single operation whereby a well is drilled to an objective Zone below the deepest
 22       Zone in which the well was previously drilled, or below the Deepest Zone proposed in the associated AFE, whichever is the
 23       lesser.
 24                  E. The terms "Drilling Party" and "Consenting Party" shall mean a party who agrees to join in and pay its share of the
 25       cost of any operation conducted under the provisions of this agreement.
 26                    F. The term "Drilling Unit" shall mean the area fixed for the drilling of one well by order or rule of any state or federal
 27       body having authority. If a Drilling Unit is not fixed by any such rule or order, a Drilling Unit shall be the drilling unit as
 28       established by the pattern of drilling in the Contract Area unless fixed by express agreement of the Drilling Parties.
 29                    G.      The term 'Drillsitc" shall mean the Oil and Gas Lease or Oil and Gas Interest on which a proposed well is to be
 30       located.
 31                    H. The term "Initial Well" shall mean the well required to be drilled by the parties hereto as provided in Article VI.A.
 32                  I. The term 'Non-Consent Well' shall mean a well in which less than all parties have conducted an operation as
 33       provided in Article VI.8.2.
34                  J. The terms "Non-Drilling Party" and "Non-Consenting Party" shall mean a party who elects not to participate in a
35        proposed operation.
36                 K. The term "Oil and Gas" shall mean oil, gas, casinghead gas, gas condensate, and/or all other liquid or gaseous
37       hydrocarbons and other marketable substances produced therewith, unless an intent to limit the inclusiveness of this term is
38       specifically stated.
39                   L. The term "Oil and Gas Interests" or "Interests" shall mean unleased fee and mineral interests in Oil and Gas in tracts
40       of land lying within the Contract Area which are owned by panics to this agreement.
                                                                       1
41                     M.      The terms "Oil and Gas Lease/ "Lease" and "Leasehold" shall mean the oi1 and gas leases or interests therein
42       covering tracts ofland lying within the Contract Area which are owned by the parties to this agreement.
43                 N. The term "Plug Back" shall mean a single operation whereby a deeper Zone is abandoned in order to attempt a
44       Completion in a shallower Zone.
                                                                                                                                            i~
                                                              11             11
45                     0. The term "Recomp1etion" or Recomplete shall mean an operation whereby a Completion in one Zone                          abandoned
46       in order to attempt a Completion in a different Zone within the existing wellbore.
47                     P. The term "Rework" shall mean an operation conducted in the wellbore of a well after it is Completed to secure,
48       restore, or improve production in a Zone which is currently open to production in the wellbore.                  Such operations include, but
49       are not limited to, well stimulation operations but exclude any routine repair or maintenance work or drilling, Sidetracking)
50       Deepening, Completing, Recompleting, or Plugging Back of a well.
51                     Q.     The term 'Sidetrack" shall mean the directional control and intentional deviation of a well from vertical so as to
52       change the bottom hole location unless done to straighten the hole or drill around junk in the hole to overcome other
53       mechanical difficulties.
54                    R. The term "Zone" shall mean a stratum of earth containing or thought to contain a common accumulation of Oil and
55       Gas separately producible from any other common accumulation of Oil and Gas.
56                    Unless the context otherwise clearly indicates, words used in the singular include the plural, the word "person" includes
57       natural and artificial persons, the plural includes the singular, and any gender includes the masculine, feminine, and neuter.
58                                                                          ARTICLE II.
59                                                                                 EXHIBITS
60                    The following exhibits, as indicated below and attached hereto, are incorporated in and made a part hereof:
61        x_
         __          A. Exhibit "A," shall include the following information:
62                          (I) Description of lands subject to this   agreemen~
63                          (2) Restrictions, if any, as to depths, formations, or substances,
64                          (3) Parties to agreement with addresses and telephone numbers for notice purposes,
65                          (4) Percentages or fractional interests of parties to this agreement,
66              (5) Oil and Gas Leases and/or Oil and Gas Interests subject to this agreement,
67              (6) Burdens on production.
68        X_ 8. Exhibit "B," Form of Lease.
         __
69        X_ C. Exhibit "C," Accounting Procedure.
         __
70        X_ D. Exhibit "D," Insurance.
         __
71        X_ E. Exhibit "E," Gas Balancing Agreement.
         __
72                   F. elEhillit '!',"~Ion Qiserifflinalion ana CeFtilioa!ion oHlee Sogregalea Faoilities.
73          x        6. E:dfrbit 11 6," 'f"" Pt!l'lneFShi~.
74                   H. Other: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __

                                                                                     - 1-




                                                                                                                                             SEC 189023
      A.A.P .L. FORM 610 - MvJEL FORM OPERATING AGREEMENT - 1989

                If any provision of any exhibit, except Exhibits 11 E. 11 irp and 11 G," is inconsistent with any provision contained in
     the body of this agreement, the provisions in the body of this agreement shall prevail.
                                                                 ARTICLE III.
                                                            INTERESTS OF PARTIES
     A. Oil and Gas Interests:
               If any party owns an Oil and Gas Interest in the Contract Area, that Interest shall be treated for all purposes of this
     agreement and during the term hereof as if it were covered by the form of Oil and Gas Lease attached hereto as Exhibit "B,"
     and the owner thereof shall be deemed to own both royalty interest in such lease and the interest of the lessee thereunder.
     B. Interests of Parties in Costs and Production:
JO               Unless changed by other provisions, all costs and liabilities incurred in operations under this agreement shall be borne
11   and paid, and all equipment and materials acquired in operations on the Contract Area shall be owned, by the parties as their
12   interests are set forth in Exhibit "A." In the same manner, the parties shall also own all production of Oil and Gas from the
13   Contract Area subject, however, to the payment of royalties and other burdens on production as described hereafter.
I4               Regardless of which party has contributed any Oil and Gas Lease or Oil and Gas Interest on which royalty or other
I5   burdens may be payable and except as otherwise expressly provided in this agreement, each party shall pay or deliver, or
I6   cause to be paid or delivered, all burdens on its share of the production from the Contract Area up to, but not in excess of,
17   existing lease burdens                               and shall indemnify, defend and hold the other parties free from any liability therefor.
18   Except as otherwise expressly provided in this agreement, if any party has contributed hereto any Lease or Interest which is
19   burdened with any royalty, overriding royalty, production payment or other burden on production in excess of the amounts
20   stipulated above, such party so burdened shall assume and alone bear all such excess obligations and shall indemnify, defend
21   and hold the other parties hereto harmless from any and all claims attributable to such excess burden.               However, so long as
22   the Drilling Unit for the productive Zone(s) is identical with the Contract Area, each party shall pay or deliver, or cause to
23   be paid or delivered, all burdens on production from the Contract Area due under the terms of the Oil and Gas Lease(s)
24   which such party has contributed to this agreement, and shall indemnify, defend and hold the other parties free from any
25   liability therefor.
26                No party shall ever be responsible, on a price basis higher than the price received by such party, to any other party's
27   lessor or royalty owner, and if such other party1s lessor or royalty owner should demand and receive settlement on a higher
28   price basis, the party contributing the affected Lease shall bear the additional royalty burden attributable to such higher price.
29                Nothing contained in this Article Ill.B. shall be deemed an assignment or cross-assignment of interests covered hereby,
30   and in the event two or more parties contribute to this agreement jointly owned Leases, the parties' undivided interests in
31   said Leaseholds shall be deemed separate leasehold interests for the purposes of this agreement.
32   C. Subsequently Created Interests:
33                If any party has contributed hereto a Lease or lnterest that is burdened with an assignment of production given as security
34   for the payment of money, or if, after the date of this agreement, any party creates an overriding royalty, production
35   payment, net profits interest, assignment of production or other burden payable out of production attributable to its working
36   interest hereunder, such burden shall be deemed a "Subsequently Created Interest." Further, if any party has contributed
37   hereto a Lease or Interest burdened with an overriding royalty, production payment, net profits interests, or other burden
38   payable out of production created prior to the date of this agreement, and such burden is not shown on Exhibit "A," such
39   burden also shall be deemed a Subsequently Created Interest to the extent such burden causes the burdens on such party's
40   Lease or Interest to exceed the amount stipulated in Article lll.B. above.
4I                The party whose interest is burdened with the Subsequently Created Interest (the "Burdened Party") shall assume and
42   alone bear, pay and discharge the Subsequently Created Interest and shall indemnify, defend and hold harmless the other
43   parties from and against any liability therefor. Further, if the Burdened Party fails to pay, when due, its share of expenses
44   chargeable hereunder, all provisions of Article Vll.B. shall be enforceable against the Subsequently Created Interest in the
45   same manner as they are enforceable against the working interest of the Burdened Party. If the Burdened Party is required
46   under this agreement to assign or relinquish to any other party, or parties, all or a portion of its working interest and/or the
47   production attributable thereto, said other party, or parties, shall receive said assignment and/or production free and clear of
48   said Subsequently Created lnterest, and the Burdened Party shall indemnify, defend and hold harmless said other party, or
49   parties, from any and all claims and demands for payment asserted by owners of the Subsequently Created Interest.
50                                                                ARTICLE IV.
SI                                                                   TITLES
52   A. Title Examination:
53               Title examination shall be made on the Drillsite of any proposed well prior to commencement of drilling operations and,
54   if a majority in interest of the Drilling· Parties so request or Operator so elects, title examination shall be made on the entire
55   Drilling Unit, or maximum anticipated Drilling Unit, of the well.           The opinion will include the ownership of the working
56   interest, minerals, royalty, overriding royalty and production payments under the applicable Leases.              Each party contributing
57   Leases and/or Oil and Gas Interests to be included in the Drillsite or Drilling Unit, if appropriate, shall furnish to Operator
58   all abstracts (including federal lease status reports), title opinions, title papers and curative material in its possession free of
59   charge. All such information not in the possession of or made available to Operator by the parties, but necessary for the
60   examination of the title, shall be obtained by Operator. Operator shall cause title to be examined by attorneys on its staff or
6I   by outside attorneys. Copies of all title opinions shall be furnished to each Drilling Party. Costs incurred by Operator in
62   procuring abstracts, fees paid outside attorneys for title examination (including preliminary, supplemental, shut-in royalty
63   opinions and division order title opinions) and other direct charges as provided in Exhibit "C" shall be borne by the Drilling
64   Parties in the proportion that the interest of each Drilling Party bears to the total interest of all Drilling Parties as such
65   interests appear in Exhibit •A." Operator shall make no charge for services rendered by its staff attorneys or other personnel
66   in the performance of the above functions.
67               Each party shall be responsible for securing curative matter and pooling amendments or agreements required in
68   connection with Leases or Oil and Gas Interests contributed by such party. Operator shall be responsible for the preparation
69   and recording of pooling designations or declarations and communitization agreements as well as the conduct of hearings
70   before governmental agencies for the securing of spacing or pooling orders or any other orders necessary or appropriate to
71   the conduct of operations hereunder. This shall not prevent any party from appearing on its own behalf at such hearings.
72   Costs incurred by Operator, including fees paid to outside attorneys, which are associated with hearings before governmental
73   agencies, and which costs are necessary and proper for the activities contemplated under this agreement, shall be direct
74   charges to the joint account and shall n~t be covered by the administrative overhead charges as provided in Exhibit 11 C."
                                                                        -2-




                                                                                                                                     SEC 189024
       A.A.P.L. FORM 610-MGJEL FORM OPERATING AGREEMENT- 1989

       Operator shall make no charge for services rendered by its staff attorneys or other personnel in the performance of the above
       functions.
                  No well shall be drilled on the Contract Area until after (I) the title to the Drill site or Drilling Unit, if appropriate, has
 4     been examined as above provided, and (2) the title has been approved by the examining attorney or title has been accepted by
 5     all of the Drilling Parties in such well.
       B. Loss or Failure of Title:
                   I. Failure of Title: Should any Oil and Gas Interest or Oil and Gas Lease be lost through failure of title, which results in a
       reduction of interest from that shown on Exhibit "A," the party credited with contributing the affected Lease or Interest
       (including, if applicable, a successor in interest to such party) shall have ninety (90) days from final determination of title
 lO    failure to acquire a new lease or other instrument curing the entirety of the title failure, which acquisition will not be subject
 11    to Article Vlll.B., and failing to do so, this agreement, nevertheless, shall continue in force as to all remaining Oil and Gas
 12    Leases and Interests; and,
 I3                      (a) The party credited with contributing the Oil and Gas Lease or Interest affected by the title failure (including, if
 14    applicable, a successor in interest to such party) shall bear alone the entire loss and it shall not be entitled to recover from
 15   Operator or the other parties any development or operating costs which it may have previously paid or incurred, but there
 16   shall be no additional liability on its part to the other parties hereto by reason of such title failure;
17                       (b) There shall be no retroactive adjustment of expenses incurred or revenues received from the operation of the
18    Lease or Interest which has failed, but the interests of the parties contained on Exhibit 11A11 shall be revised on an acreage
19    basis, as of the time it is determined finally that title failure has occurred, so that the interest of the party whose Lease or
20    Interest is affected by the title failure will thereafter be reduced in the Contract Area by the amount of the Lease or Interest failed;
2I                       (c) If the proportionate interest of the other parties hereto in any producing well previously drilled on the Contract
22    Area is increased by reason of the title failure, the party who bore the costs incurred in connection with such well attributable
23    to the Lease or Interest which has failed shall receive the proceeds attributable to the increase in such interest (less costs and
24    burdens attributable thereto) until it has been reimbursed for unrecovered costs paid by it in connection with such well
25    attributable to such failed Lease or Interest;
26                       (d) Should any person not a party to this agreement, who is determined to be the owner of any Lease or Interest
27    which has failed, pay in any manner any part of the cost of operation, development, or equipment, such amount shall be paid
28    to the party or parties who bore the costs which are so refunded;
29                       (e) Any liability to account to a person not a party to this agreement for prior production of Oil and Gas which arises
30    by reason of title failure shall be borne severally by each party (including a predecessor to a current party) who received
31    production for which such accounting is required based on the amount of such production received, and each such party shall
32    severally indemnify, defend and hold harmless all other parties hereto for any such liability to account;
33                       (f) No charge shall be made to the joint account for legal expenses, fees or salaries in connection with the defense of
34    the Lease or Interest claimed to have failed, but if the party contributing such Lease or Interest hereto elects to defend its title
35    it shall bear all expenses in connection therewith; and
36                       (g) If any party is given credit on Exhibit "A" to a Lease or Interest which is limited solely to ownership of an
37    interest in the wellbore of any well or wells and the production therefrom, such party's absence of interest in the remainder
38    of the Contract Area shall be considered a Failure of Title as to such remaining Contract Area unless that absence of interest
39    is reflected on Exhibit "A."
40                2. Loss by Non-Payment or Erroneous Payment of Amount Due: If, through mistake or oversight, any rental, shut-in well
41    payment, minimum royalty or royalty payment, or other payment necessary to maintain all or a portion of an Oil and Gas
42    Lease or interest is not paid or is erroneously paid, and as a result a Lease or Interest terminates, there shall be no monetary
43    liability against the party who failed to make such payment. Unless the party who failed to make the required payment
44    secures a new Lease or Interest covering the same interest within ninety (90) days from the discovery of the failure to make
45    proper payment, which acquisition will not be subject to Article VIIl.B., the interests of the parties reflected on Exhibit "A"
46    shall be revised on an acreage basis, effective as of the date of termination of the Lease or Interest involved, and the party
47    who failed to make proper payment will no longer be credited with an interest in the Contract Area on account of ownership
48    of the Lease or Interest which has terminated. If the party who failed to make the required payment shall not have been fully
49    reimbursed, at the time of the loss, from the proceeds of the sale of Oil and Gas attributable to the lost Lease or Interest,
50    calculated on an acreage basis, for the development and operating costs previously paid on account of such Lease or Interest,
51    it shall be reimbursed for unrecovered actual costs previously paid by it (but not for its share of the cost of any dry hole
52    previously drilled or wells previously abandoned) from so much of the following as is necessary to effect reimbursement:
53                      (a) Proceeds of Oil and Gas produced prior to termination of the Lease or Interest, less operating expenses and lease
54    burdens chargeable hereunder to the person who failed to make payment, previously accrued to the credit of the lost Lease or
55    Interest, on an acreage basis, up to the amount ofwtrecovered costs;
56                      (b) Proceeds of Oil and Gas, Jess operating expenses and lease burdens chargeable hereunder to the person who failed
57    to make payment, up to the amount of unrecovered costs attributable to that portion of Oil and Gas thereafter produced and
58    marketed (excluding production from any wells thereafter drilled) which, in the absence of such Lease or Interest termination,
59    would be attributable to the lost Lease or Interest on an acreage basis and which as a result of such Lease or Interest
60    termination is credited to other parties, the proceeds of said portion of the Oil and Gas to be contributed by the other parties
61    in proportion to their respective interests reflected on Exhibit "A"; and,
62                      (c) Any monies, up to the amount of unrecovered costs, that may be paid by any party who is, or becomes, the owner
63    of the Lease or Interest lost, for the privilege of participating in the Contract Area or becoming a party to this agreement.
64                3. Other Losses: All losses of Leases or Interests committed to this agreement, other than those set forth in Articles
65    IV.B.l. and IV.B.2. above, shall be joint losses and shall be borne by all parties in proportion to their interests shown on
66    Exhibit "A." This shall include but not be limited to the loss of any Lease or Interest through failure to develop or because
67    express or implied covenants have not been performed (other than performance which requires only the payment of money),
68    and the loss of any Lease by expiration at the end of its primary term if it is not renewed or extended. There shall be no
69    readjustment of interests in the remaining portion of the Contract Area on account ofany joint loss.
70                4. Curing Title: In the event of a Failure of Title under Article IV.B.1. or a loss of title under Article IV.B.2. above, any
71    Lease or Interest acquired by any party hereto (other than the party whose interest has failed or was lost) during the ninety
72    (90) day period provided by Article IV.B. I. and Article IV.B.2. above covering all or a portion of the interest that has failed
73    or was lost shall be offered at cost to the party whose interest has failed or was lost, and the provisions of Article VIII.B.
74    shall not apply to such acquisition.

                                                                       -3-




                                                                                                                                   SEC 189025
          A.A.P.L. FORM 610- MvJEL FORM OPERATING AGREEMENT- 1989

                                                                           ARTICLEV.
     2                                                                     OPERATOR
     3    A. Designation and Responsibilities of Operator:
              -~RA=W~O=i~l&=G=as=I=nc=·------------ shall be the Operator of the Contract Area, and shall conduct
          and direct and have full control of all operations on the Contract Area as permitted and required by, and within the limits of
          this agreement In its performance of services hereunder for the Non-Operators. Operator shall be an independent contractor
          not subject to the control or direction of the Non-Operators except as to the type of operation to be undertaken in accordance
          with the election procedures contained in this agreement.         Operator shall not be deemed, or hold itself out as, the agent of the
          Non-Operators with authority to bind them to any obligation or liability assumed or incurred by Operator as to any third
 10       party.    Operator shall conduct its activities under this agreement as a reasonable prudent operator, in a good and workmanlike
 11       manner, with due diligence and dispatch, in accordance with good oilfield practice, and in compliance with applicable law and
 12       regulation, but in no event shall it have any liability as Operator to the other parties for losses sustained or liabilities incurred
 13       except such as may result from gross negligence or willfu1 misconduct.
 14       B. Resignation or Removal of Operator and Selection of Successor:
 15                  I. Resignation or RemovaJ of Operator: Operator may resign at any time by giving written notice thereof to N on~Operators.
 16       If Operator tenninates its legal existence, no longer owns an interest hereunder in the Contract Area, or is no longer capable of
 17       serving as Operator, Operator shall be deemed to have resigned without any action by Non-Operators, except the selection of a
 18       successor. Oporater Ria;' h• ••me"•G eulj fer geed sass• hj tho affimiati"o "ets of ~leu OpoFll!ora ou.,ing a majeFilj illlerest
 19       based en a·l!fleFSBip as shemn en Bx:J:tihit "'\" r=emaining after exsh10iag the ·eting intefest af Operater; s11eJ:t •ate shal1 net Be
 20       deemoEI e!ft!sti•;o uRtil a "<itton natieo has h••n doli•'Ored to tho Op•rator h. a Noa ()peFll!e• Elotailiag tho alloged dofault aad
 21       OpeFll!or has failed te eure the default ,ithin thiftj (39) dlljs li<Jlft its F<eoipt af !Ho notiso eF, if !He defaalt saHGeffls an
22        eperatioH !l!oH heiHg sonduoted, ·vithifl ferty eight (48) houra ef its Fesoipt of the ee!ieo.   Fer P•FJleS05 h<F<ef, "geed eaase" shall
23        msan net enl) gress negligense er ., ·illful missenEIYet Sl:lt m.se the matsrial bi=sash ef er inability te meet the statulaFEls ef
24        epeFatiae salltaiaed ia Aftisle V.A. er mateFial fai1Yre er inability te peffarm its eSligatiees Wllier this agreemeat.
25                   Subject to Article Vll.D. I., such resignation or removal shall not become effective until 7:00 o'clock A.M. on the first
26        day of the calendar month following the expiration of ninety (90) days after the giving of notice of resignation by Operator
27       or action by the Non-Operators to remove Operator, unless a successor Operator has been selected and assumes the duties of
28       Operator at an earlier date. Operator, after effective date of resignation or removal, shall be bound by the terms hereof as a
29       Non-Operator.        A change of a corporate name or structure of Operator or transfer of Operator's interest to any single
30       subsidiary, parent or successor corporation shall not be the basis for removal of Operator.
31                   2. Selection of Successor Operator: Upon the resignation or removal of Operator under any provision of this agreement, a
32       successor Operator shall be selected by the parties.             The successor Operator shall be selected from the parties owning an
33       interest in the Contract Area at the time such successor Operator is selected.           The successor Operator shall be selected by the
34       affirmative vote of two (2) or more parties owning a majority interest based on ownership as shown on Exhibit "A";
35       provided, however, if an Operator which has been removed or is deemed to have resigned fails to vote or votes only to
36       succeed itself, the successor Operator shall be selected by the affirmative vote of the party or parties owning a majority
37       interest based on ownership as shown on Exhibit 'A' remaining after excluding the voting interest of the Operator that was
38       removed or resigned.       The former Operator shall promptly deliver to the successor Operator all records and data relating to
39       the operations conducted by the former Operator to the extent such records and data are not already in the possession of the
40       successor operator.      Any cost of obtaining or copying the fonner Operator's records and data shall be charged to the joint
41       account.
42                   3. Effect of Bankruptcy: If Operator becomes insolvent, bankrupt or is placed in receivership, it shall be deemed to have
43       resigned without any action by Non-Operators, except the selection of a successor.             If a petition for relief under the federal
44       bankruptcy laws is filed by or against Operator, and the removal of Operator is prevented by the federal bankruptcy court, all
45       Non-Operators and Operator shall comprise an interim operating committee to serve until Operator has elected to reject or
46       assume this agreement pursuant to the Bankruptcy Code, and an election to reject this agreement by Operator as a debtor in
47       possession, or by a trustee in bankruptcy, shall be deemed a resignation as Operator without any action by Non-Operators,
48       except the selection of a successor.       During the period of time the operating committee controls operations, all actions shall
49       require the approval of two (2) or more parties owning a majority interest based on ownership as shown on Exhibit "A."                 In
50       the event there are only two (2) parties to this agreement, during the period of time the operating committee controls
51       operations, a third party acceptable to Operator, Non-Operator and the federal bankruptcy court shall be selected as a
52       member of the operating committee, and all actions shall require the approval of two (2) members of the operating
53       committee without regard fur their interest in the Contract Area based on Exhibit "A."
54       C. Employees and Contnctors:
55                   The number of employees or contractors used by Operator in conducting operations hereunder, their selection, and the
56       hours of labor and the compensation for services performed shall be determined Operator, and all such employees or
57       contractors shall be the employees or contractors of Operator.
58       D. Rights and Duties of Operator:
59                   1. Competitive Rates and Use of Affiliates: All wells drilled on the Contract Area shall be drilled on a competitive
60       contract basis at the usual rates prevailing in the area.        If it so desires, Operator may employ its own tools and equipment in
61       the drilling of wells, but its charges therefor shall not exceed the prevailing rates in the area and the rate of such charges
62       shall be agreed upon by the parties in writing before drilling operations are commenced, and such work shall be performed by
63       Operator under the same terms and conditions as are customary and usual in the area in contracts of independent contractors
64       whp are doing work of a similar nature.        All work performed or materials supplied by affiliates or related parties of Operator
65       shall be performed or supplied at competitive rates, pursuant to written agreement, and in accordance with customs and
66       standards prevailing in the industry.
67                   2. Discharge of Joint Account Obligations: Except as herein otherwise specifically provided, Operator shall promptly pay
68       and discharge expenses incurred in the development and operation of the Contract Area pursuant to this agreement and shall
69       charge each of the parties hereto with their respective proportionate shares upon the expense basis provided in Exhibit "C."
70       Operator shall keep an accurate record of the joint account hereunder, showing expenses incurred and charges and credits
71       made and received.
72                   3. Protection from Liens: Operator shall pay, or cause to be paid, as and when they become due and payable, all accounts
73       of contractors and suppliers and wages and salaries for services rendered or performed, and for materials supplied on, to or in
74       respect of the Contract Area or any operations for the joint account thereof, and shall keep the Contract Area free from

                                                                              -4-




                                                                                                                                      SEC 189026
          A.A.P.L. FORM 610 - MvvEL FORM OPERATING AGREEMENT- 1989

          liens and encumbrances resulting therefrom except for those resulting from a bona fide dispute as to services rendered or
     2    materials supplied.
     3                4. Custody of Funds: Operator shall hold for the account of the Non-Operators any funds of the Non-Operators advanced
          or paid to the Operator, either for the conduct of operations hereunder or as a result of the sale of production from the
          Contract Area, and such funds shall remain the funds of the Non-Operators on whose account they are advanced or paid until
          used for their intended purpose or otherwise delivered to the Non-Operators or applied toward the payment of debts as
          provided in Article VII.B. Nothing in this paragraph shall be construed to establish a fiduciary relationship between Operator
          and Non-Operators for any purpose other than to account for Non-Operator funds as herein specifically provided. Nothing in
          this paragraph shall require the maintenance by Operator of separate accounts for the funds of Non·Operators unless the
  l0      parties otherwise specifically agree.
 11                   5. Access to Contract Area and Records: Operator shall, except as otherwise provided herein, pennit each Non-Operator
 12       or its duly authorized representative, at the Non-Operator's sole risk and cost, full and free access at all reasonable times to
 13       all operations of every kind and character being conducted for the joint account on the Contract Area and to the records of
 14       operations conducted thereon or production therefrom, including Operator's books and records relating thereto. Such access
 15       rights shall not be exercised in a manner interfering with Operator's conduct of an operation hereunder and shall not obligate
 16       Operator to furnish any geologic or geophysical data of an interpretive nature unless the cost of preparation of such
 17       interpretive data was charged to the joint account. Operator will furnish to each Non-Operator upon request copies of any
 18       and all reports and information obtained by Operator in connection with production and related items, including, without
 19       limitation, meter and chart reports, production purchaser statements, run tickets and monthly gauge reports, but excluding
 20       purchase contracts and pricing information to the extent not applicable to the production of the Non-Operator seeking the
 21       infonnation. Any audit of Operator's records relating to amounts expended and the appropriateness of such expenditures
 22       shall be conducted in accordance with the audit protocol specified in Exhibit "C."
 23                   6. Filing and Furnishing Governmental Reports: Operator will file, and upon written request promptly furnish copies to
 24       each requesting Non-Operator not in default of its payment obJigations, all operational notices, reports or applications
25       required to be filed by local, State, Federal or Indian agencies or authorities having jurisdiction over operations hereunder.
26       Each Non-Operator shall provide to Operator on a timely basis all information necessary to Operator to make such filings.
27                    7. Drilling and Testing Operations: The following provisions shall apply to each well drilled hereunder, including but not
28       limited to the Initial Well:
29                       (a) Operator will promptly advise Non-Operators of the date on which the well is spudded, or the date on which
30       drilling operations are commenced.
31                       (b) Operator will send to Non-Operators such reports, test results and notices regarding the progress ofoperations on the well
32       as the Non-Operators shall reasonably request, including, but not limited to, daily drilling reports, completion reports, and well logs.
33                       (c) Operator shall adequately test all Zones encountered which may reasonably be expected to be capable of producing
34       Oil and Gas in paying quantities as a result of examination of the electric log or any other logs or cores or tests conducted
35       hereunder.
36                   8. Cost Estimates: Upon request of any Consenting Party, Operator shall furnish estimates of current and cumulative costs
37       incunred for the joint account at reasonable intervals during the conduct of any operation pursuant to this agreement.
38       Operator shall not be held liable for errors in such estimates so long as the estimates are made in good faith.
39                   9. Insurance: At all times while operations are conducted hereunder, Operator shall comply with the workers
40       compensation law of the state where the operations are being conducted; provided, however, that Operator may be a self-
41       insurer for liability under said compensation laws in which event the only charge that shall be made to the joint account shall
42       be as provided in Exhibit 11 C. 11 Operator shall also carry or provide insurance for the benefit of the joint account of the parties
43       as outlined in Exhibit "D" attached hereto and made a part hereof. Operator shall require all contractors engaged in work on
44       or for the Contract Area to comply with the workers compensation law of the state where the operations are being conducted
45       and to maintain such other insurance as Operator may require.
46                   In the event automobile liability insurance is specified in said Exhibit "D," or subsequently receives the approval of the
47       parties, no direct charge shall be made by Operator for premiums paid for such insurance for Operator's automotive
48       equipment.
49                                                                        ARTICLE VI.
50                                                            DRILLING AND DEVELOPMENT
51       A. Initial Well:
52                   On or before the -11.§!__ day of       December                 , =20=0=8_ _ _ , Operator shall commence the drilling of the Initial
53       Well at the following location:
54
55       Mutually agreed upon location within the Contract Area to be determined at a later date by all the parties to this
56       Agreement
57
58
59
60
61       and shall thereafter continue the drilling of the well with due diligence to penetrate the Fusselman Fonnation.
62
63
64
65
66       The drilling of the Initial Well and the participation therein by all parties is obligatory, subject to Article VI.C. l. as to participation
67       in Completion operations and Article VLF. as to termination of operations and Article Xl as to occurrence of force majeure.
68       B. Subsequent Operations:
69                  1. Proposed Operations· If any party hereto should desire to drill any well on the Contract Area other than the Initial Well, or
70       if any party should desire to Rework, Sidetrack, Deepen, Recomplete or Plug Back a dry hole or a well no longer capable of
71       producing in paying quantities in which such party has not otherwise relinquished its interest in the proposed objective Zone under
72       this agreement, the party desiring to drill, Rework, Sidetrack, Deepen, Recomplete or Plug Back such a well shall give written
73       notice of the proposed operation to the parties who have not otherwise relinquished their interest in such objective Zone
74

                                                                             -5-




                                                                                                                                           SEC 189027
        A.A.P.L. FORM 610 - MGvEL FORM OPERATING AGREEMENT - 1989
        under this agreement and to all other parties in the case of a proposal for Sidetracking or Deepening, specifying the work to be
        perfonned, the location, proposed depth, objective Zone and the estimated cost of the operation.        The parties to whom such a
       notice is delivered shall have thirty (30) days after receipt of the notice within which to notify the party proposing to do the work
       whether they elect to participate in the cost of the proposed operation. If a drilling rig is on location, notice of a proposal to
       Rework, Sidetrack, Recomplete, Plug Back or Deepen may be given by telephone and the response period shall be limited to forty-
       eight (48) hours, exclusive of Saturday, Sunday and legal holidays. Failure of a party to whom such notice is delivered to reply
       within the period above fixed shall constitute an election by that party not to participate in the cost of the proposed operation.
       Any proposal by a party to conduct an operation conflicting with the operation initially proposed shall be delivered to all parties
       within the time and in the manner provided in Article VI.B.6.
  IO               If all parties to whom such notice is delivered elect to participate in such a proposed operation, the parties shall be
  11   contractually committed to participate therein provided such operations are commenced within the time period hereafter set
  12   forth, and Operator shall, no later than ninety (90) days after expiration of the notice period of thirty (30) days (or as
  13   promptly as practicable after the expiration of the forty-eight (48) hour period when a drilling rig is on location, as the case
  14   may be), actually commence the proposed operation and thereafter complete it with due diligence at the risk and expense of .
  15   the parties participating therein; provided, however, said commencement date may be extended upon written notice of same
 16    by Operator to the other parties, for a period of up to thirty (30) additional days if, in the sole opinion of Operator, such
  I7   additional time is reasonably necessary to obtain permits from governmental authorities, surface rights (including rights-of-
 !8    way) or appropriate drilling equipment, or to complete title examination or curative matter required for title approval or
 19    acceptance. If the actual operation has not been commenced within the time provided (including any extension thereof as
 20    specifically permitted herein or in the force majeure provisions of Article XI) and if any party hereto still desires to conduct
 21    said operation, written notice proposing same must be resubmitted to the other parties in accordance herewith as if no prior
 22    proposal had been made. Those parties that did not participate in the drilling of a well for which a proposal to Deepen or
 23    Sidetrack is made hereunder shall, if such parties desire to participate in the proposed Deepening or Sidetracking operation,
 24    reimburse the Drilling Parties in accordance with Article Vl.B.4. in the event of a Deepening operation and in accordance
 25     with Article VJ.B.5. in the event ofa Sidetracking operation.
 26                2. Operations by Less Than All Parties:
 27                   (a) Determination of Participation. If any party to whom such notice is delivered as provided in Article Vl.B.1. or
 28     Vl.C.1. (Option No. 2) elects not to participate in the proposed operation, then, in order to be entitled to the benefits of this
 29     Article, the party or parties giving the notice and such other parties as shall elect to participate in the operation shall, no
 30     later than ninety (90) days after the expiration of the notice period of thirty (30) days (or as promptly as practicable after the
 31     expiration of the forty-eight (48) hour period when a drilling rig is on location, as the case may be) actually commence the
 32    proposed operation and complete it with due diligence. Operator shall perform all work for the account of the Consenting
 33    Parties; provided, however, if no drilling rig or other equipment is on location, and if Operator is a Non-Consenting Party,
 34    the Consenting Parties shall either: (i) request Operator to perform the work required by such proposed operation for the
 35    account of the Consenting Parties, or (ii) designate one of the Consenting Parties as Operator to perform such work. The
 36    rights and duties granted to and imposed upon the Operator under this agreement are granted to and imposed upon the party
 37    designated as Operator for an operation in which the original Operator is a Non-Consenting Party. Consenting Parties, when
 38    conducting operations on the Contract Area pursuant to this Article VJ.B.2., shall comply with all terms and conditions of this
 39    agreement.
40                 If less than all parties approve any proposed operation, the proposing party, immediately after the expiration of the
41     applicable notice period, shall advise all Parties of the total interest of the parties approving such operation and its
42     recommendation as to whether the Consenting Parties should proceed with the operation as proposed. Each Consenting Party,
43     within forty-eight (48) hours (exclusive of Saturday, Sunday, and legal holidays) after delivery of such notice, shall advise the
44     proposing party of its desire to (i) limit participation to such party's interest as shown on Exhibit "A" or (ii) carry only its
45     proportionate part (determined by dividing such party's interest in the Contract Area by the interests of alt Consenting Parties in
46     the Contract Area) of Non-Consenting Parties' interests, or (iii) carry its proportionate part (determined as provided in (ii)) of
47     Non-Consenting Parties' interests together with all or a portion of its proportionate part of any Non-Consenting Parties'
48     interests that any Consenting Party did not elect to take. Any interest of Non-Consenting Parties that is not carried by a
49     Consenting Party shall be deemed to be carried by the party proposing the operation if such party does not withdraw its
50     proposal. Failure to advise the proposing party within the time required shall be deemed an election under (i). Jn the event a
51     drilling rig is on location, notice may be given by telephone, and the time permitted for such a response shall not exceed a
52     total of forty-eight (48) hours (exclusive of Saturday, Sunday and legal holidays). The proposing party, at its election, may
53     withdraw such proposal if there is Jess than 100% participation and shall notify all parties of such decision within ten (JO)
54     days, or within twenty-four (24) hours if a drilling rig is on location, following expiration of the applicable response period.
55     If I 00% subscription to the proposed operation is obtained, the proposing party shall promptly notify the Consenting Parties
56     of their proportionate interests in the operation and the party serving as Operator shall commence such operation within the
57     period provided in Article Vl.B. l., subject to the same extension right as provided therein.
58                   (b) Relinquishment of Interest for Non-Participation. The entire cost and risk of conducting such operations shall be
59     borne by the Consenting Parties in the proportions they have elected to bear same under the terms of the preceding
60     paragraph. Consenting Parties shall keep the leasehold estates involved in such operations free and clear of all liens and
6I     encumbrances of every kind created by or arising from the operations of the Consenting Parties. If such an operation results
62     in a dry hole, then subject to Articles Vl.B.6. and Vl.E.3., the Consenting Parties shall plug and abandon the well and restore
63     the surface location at their sole cost, risk and expense; provided, however, that those Non-Consenting Parties that
64     participated in the drilling, Deepening or Sidetracking of the well shall remain liable for, and shall pay, their proportionate
65     shares of the cost of plug,,aing and abandoning the well and restoring the surface location insofar only as those costs were not
66     increased by the subsequent operations of the Consenting Parties.                If any well drilled, Reworked, Sidetracked, Deepened,
67     Recompleted or Plugged Back under the provisions of this Article results in a well capable of producing Oil and/or Gas in
68     paying quantities, the Consenting Parties shall Complete and equip the well to produce at their sole cost and risk, and the
69     well shall then be turned over to Operator (if the Operator did not conduct the operation) and shall be operated by it at the
70     expense and for the account of the Consenting Parties.                Upon commencement of operations for the drilling, Reworking,
71     Sidetracking, Recompleting, Deepening or Plugging Back of any such well by Consenting Parties in accordance with the
72     provisions of this Article, each Non-Consenting Party shall be deemed to have relinquished to Consenting Parties, and the
73     Consenting Parties shall own and be entitled to receive, in proportion to their respective interests, alt of such Non-
74     Consenting Party's interest in the well and share of production therefrom or. in the case of a Reworking, Sidetracking.

                                                                       -6-




                                                                                                                                 SEC 189028
             A.A.P.L. FORM 6 I 0 - MvvEL FORM OPERA TING AGREEMENT - '989
            Deepening, Recompleting or Plugging Back, or a Completion pursuant to Article V!.C. J. Option No. 2, all of such Non-
            Consenting Partis interest in the production obtained from che operation in which the Non-Consenting Party did not elect
            to participate. S••ll relieq•isllmeet shall be e!festil•e •Atil tho pmmds of the sale of '""" share, eale•lated at th• •poll, or
            ~kie-·            thereof if •••h shOJo is ROI sold (after deduoting "flplieahle ad •ialorem, pFOduotioR, StW6fl!ftoe,-;ind~aJ«S;
            myalt), e eR"iBiag Fe)al~· aRd athsr inteR!sts eet ei;eepted by Artiele m.c. pa)able et:tt ef er meas1;1red 0) the i;iradl:lstiee
            ll<H1l s•eh " ell aeoruing ..;th "''P•ol lo suoll int<!resl mitil it ro•1o1ts), shall equal the total of the following:
                         (i)            % of '"'"" ••eh }loo Gensenling l'ii•tfs share of the east ef Bil) •• I) aequired su•f!lee equipmeAt
            bO)•onEI the "'olihoad oenneolions (inoluEling Biii not limited to stook tanlrn, sopaFOIOfS, tFOators, pompiRg equipm•l!t and
            pipiRg1, plw.s 1QQ 0 ' ef eaeft sueh ~fefl Ceasenling Pa~'s share ef the eesr ef epemtiea ef the urelJ eemml!fieing ,ith fiFst
     lO     f3F0ciltetiea ans ee'AtiHlling tntt:il eaeh sush l>leH Censeath'l:g Paff)·'s Felin~uisfted iflte1est shall Fe•eft ta it under ether
     11     pro"isio•s of this Aniolo, it lleiRg agreod that oaeh Nan Consenting Pa~'s share ef soeh easts and eqHipR>eat 'lill Be that
     12     int.,.,! ·1 hiell "'e•IEI ha>·e been ol!argoablo to susll Nen Consenti•g Perl) had it par!ieipato<I i• tho , ell ffoffi tho begin•ing
     13     eftAa apeFaffeas~ Mci
  14                         (ii)          % of (a) that pef!ien af the easts and      ""!''""''     ef dFilling, Rewofi<iRg, Sidetreoking, I>ooponi•g,
 15            Plugging Baek, t'51ing; Completing, and Resemploting, afte~tiens "'eei"oe ••<le• htielo "111.C.,
 16            and of (ll) that per!ioR ef !he east of '"'"'I) .,.;quirad squipmont in !he well (to aHd inoluding tho wellhead sonReetions),
 17            ~ II••• been ehOJgealllo to soel! Nen CensentiRg Pan~ if it has partieipateEI therein.
 I8                         Na~"ithslandi.g aR)1hing lo the oeooari in thi<--Af!iele ',11.ll., if the well aoos na1 ••••h lhe deepsst a9jestil e loao
 19            desorieed in the nalioo P"'PO&iag the meU feF reaseRS othor lhOR the enoal!Rlorieg af gFanito oF prestioall) impeRotreblo
 20           stibstaRGe er ether Gaflditien in the hale Feedefiag fluther eJ!eratiens im13Fa0tiscmle, Oporater shall gii,e fletiee tl:ler-eef te &OOR
 21           fl-lea CensentiRg Paff)· he submitteQ er \lated fer an altemati e pFepasal l:!adeF Miele VI.B.6. ta arm the "ell te a
 22           shallo• Of llano than tho deepest abjeoli'l<l Zone prepaseEI in tho Rotioe under , llioo tl!e "ell "'"' d•illed, and eeoll sueh Nan
 23           CaRSeRtieg P~ shall have tho option to panioipa!e in the initial praposeEI Campletie• ef ti!• "ell by pe; ing its share af tho
 24           east af d•illiRg tho 1011 to its aetual depth, ealo•lated in the mennor pFa"ieed i• 'fliole V!.8.4. (a). !f or<; s•eh }Ion
 25           Genseeling Paff) daos net eleet oo panieipat< in tho first CoRlpletion fl'Opasell fe• s•ah well, the relin~oishmenr prol'i&i9fts
 26                                                     !'"'*!"•
              of this ."'1iele "1.8,2. (9) shall "flply lo s••h     iRterest.
 27                         (a~ P: ~· eridng Resemeleting er Plugging Baek. l.dl eleetien eet ta pMtisipate ifl tAe Elrillif~g. SlEletrasl~iRg er
 28           Deepening ef a .. ell shall hs tleemed an sleetien Ret te palt:isipate in a:R) ReneFIEiRg er PhtggiRg Baek eperatiea prep0seEi ift
 29           s\:laA a .et4 er pertien therea~ ta · hish the iRitia1 RBR sensea-t elestiee afJplie& tfiat is sendHGteB at Bn) time prier le full
 30          reoa"Ofl' Bl' tho Goesel!ting Panios of the ~Ion CoRsenti•g Part; 's FOGO•pmOHt ""'OHi!!.                 Simil"'4), ae elestieR not ta
 31           panioipate in the CompletiRg er Rosomploting of a well skall be deomoEI en eleotion not ta par!ioipate in ani Re\o!lciog
 32          aperation preposed in suol! a weU, er porli9ft tko"1of, to ,;liklll the ioirial ooo oonsent eleotioo applied that is eone•ot<>d at
 33          OB)'-llmo pFior to Ml '""" •fl ll) !he Conse•ting Paf!ies of tllo ~Ian Consenting Pa~'s reoaupmont amaont. Any sooh
 34          Rowefloing, Reeomplo!ing er Pl•gging Bael• aporation eondooted doring tho "''eupme•t peRed shall ee deomod pan af tho
 35          east •f epeFatieR of said "'Bii and there shall BO addod to !ho sums to be reseuped by the Gaesenting Pal'lies ___% ef
 36          tllat por!ioe af !he easts of the Re"'e•lcing; Eesompleti•g e• Pl•gging Baek eporatian "'oioh , •ould ha e b88B ohOfgeaelo te
 37          suol! Nan Censonting Paf!) l!aa it panieipatee therei•. If suek a ReworkiRg, Reeompleting •• Plugging Baek oporetion is
 38          p•epasod Eftlring soon ,.•a•pment poriod, tl!o-PfO"i&ioos of this Arlielo Vl.B. shall Be applieallle as bet11een said Consenting
39           Patties in said .ell.
40                         (El) Rooeuen>OHt llalt6"i. Doriog the poried of time Consenting Parties "'' entitled le resei e ~lao Go•senting Pafl) 's
41          sllOfe of pradootio•, er the p"'eoods thorefrem, Co•sontiag Panios sllall ile responsible for the payment of all ad "alaFOm,
42           prodoetion, se1er0Roe, ""'iso, gatherieg and ethor la,.es, and all re;allj, O"Offiding rayalty and other b•Fdons appliealll• ta
43          ~leR Gensenting p~ 1S share ef pred1:tstieR ft8t exes13teEI b} '\rtisle m.c.
44                         In the ease of RR)' Ro•arldng, Siee!R!olting, Ploggieg Ilaok, Reaempleting or Deepening opemtian, !Re Cense•~ng
45           Pani" snail ee pormitted to ...e, free of east, all easing, tlllii•g a•d otlle• eqoipm••t iR the 1.011, but the """ership ef all
46          susff 8E!:ttipmeRt skall remaifl HR6heftg.e6; and eren abaRdB:flfffeRt sf a 1veJJ afteJ s1:1M Re:n er-h·ing; Sidetrael~ieg, Plugging Bae"le,
47          ReeempletiRg eF Deepeniag, the CeaseRtiftg Parties shall ar;;s01:tnt fer an st1eh eEf11i13fft1n-t1 te the e:i· neFS tfteFeef, "'iti'I: eash.
48          parlj ''"i i•g its prepof!io•ate pan ia l<ind er in , aloe, less east of sal"age.
49                         Withi• ni•oly f9Ql Elai• all<r Ille ean>plotiee of any eporetioR ueder this Af!iole, the J!att)' eonduatiRg tho ope•atia•s
50          far the Censenti•g Panias shell fHmisll oaeh Non Ceoso11ting Part) witll an in"ORtofl' af the eq•ipment in end eonneeted to
51          the "'ell, ane OR itemioed statement of the east of d•illieg, Sidowael<iRg, !leopening, Plugging llaol•, testing, Comple1ing,
52          Reeompleting, an<I equipping the ''ell for preduatien; Of, at its aptien, the epemting paFt>,, in lieu ef an itemi"'d statement
53          ef suoe oest<; ef 0pOR!HOR, mlij SHBmit • detailed StaffJR!eA! of mo•thl> oillings. Eash .....th thoreaf!Of, duri•g !Re time the
54          Gonso•ti•g Paf!ies ere boing reimB•rsed as p•avidod allo e, tho paft) aonduoting the operotiens for the Coe98Hti•g Panias
55         shall furnish tho Nee GeAsoeting Parties »1ith an itomi•ed statement of all easts ene lia~ilkies iReuFFed iR the operaEioR of
56         tho well, tagotller ;,itll a sta!omont of the quanti~ of Gil ana Gas p•oEftiood from it aed tho OJRaunt of prneeees reali•ea !fem
57         ths sah~ ef Uts ·elh · 'GFl~iag ielersst 11r-eel1:1stiea EiuFing the 13reseE1iag menth. lR eletei=minieg the fJ\:IBRtit) ef Oil MEI Ges
58         flFeElueed dtuiag SQ) meath, Goosentiag Parties shaJI use iRd\IStF)' aeeepiea metheEis sueh as Sut e!Jt timhed te met8fiag er
59         perieElie .ell test:s. Pifl) ameunt RSaii2ed from...-tbe.-~e er ether dispesitien ef eqliipmeflt nev ly aGEJUired in seneeGtien .. itJ::i
60         ORY S<!Gh apera!i"" <1<l!ioh """'" save l>eon "" ned 9) a ~'en CoRseeting P<irt)' had it ~ar!ieipaled thorei• shall eo ornditod
61         against the tetal Ui1FMHmtul easts ef the 1erk defle anEI ef H:t:e eEfUipment purahasea if! determieing 'liheA the iaterest ef s1:1eh
62        ~IOR Coaso•ting Pa~· snail FO\'Or! to it as aba. e pro•.i<led; ... if thora is a ....it balanoe, it shall Be paid to •••h ~lea
63         Gensonting Par!)'.
64                        If and »1llen the Gonsenti•g Parties '""""OF frnm a ~Ion Gons0Rli11g Pani 's relinqoishod interest the ameonts pre ided
65         fo• aee e, tl!o relinquished iAterests of •••n }ion Go•senting !'aft) shall a•tomatieally '"''"fl ta it as ef-'fiOO..i!~
66        felle·1 ing the El~· ee ·1vhiGh Si:!Gh rese~ment eseum, and, fff)m and after sueh re.ersiea. susA J>leR Geasentiflg Pa~ shall
67        E>n'ff fhe &amS' iRt~[ ifi suen well, die matefiaJ and 8t]Yipmeat iB 9f peFtliHing tlleftt$, and the JH0dll:vti0R therefrem as
68        sl;leh }Jee CensentiRg PaR1 \ et1ld t:taue beeR cm.titled ta had it partieipated in the drilliA 0 , Sidetraeldng, Re,,efkieg,
69        Geej>OftiR 0 , Reaampleti.g or Flogging Bao!• of said "•II. TlleroaftOF, suoh ~lo• Conse•ti•g Pafl) sllall be el!a£god-with-;m<I
70        sllell p~ its prepeflionl!o pan ef !loo fwtlm easts ef the "l'el'OliOR of said-well in aooa•danoe with tile lemis ef this
71        agresment and el<hiBit "C• attaehed herete.
72                        3. Stand-Bv Costs· When a well which has been drilled or Deepened has reached its authorized depth and all tests have
73        been completed and the results thereof furnished to the parties, or when operations on the well have been otherwise
74        terminated pursuant to Article VI.F., stand-by costs incurred pending response to a party1s notice proposing a Reworking,
                                                                             • 7-




                                                                                                                                         SEC 189029
          A.A.P.L. FORM 610 - M0u£L FORM OPERATING AGREEMENT - d89

          Sidetracking, Deepening, Recornpleting, Plugging Back or Completing operation in such a well {including the period required
          under Article Vl.B.6. to resolve competing proposals) shall be charged and borne as part of the drilling or Deepening
          operation just completed. Stand-by costs subsequent to all parties responding, or expiration of the response time pennitted,
     4    whichever first occurs, and prior to agreement as to the participating interests of all Consenting Parties pursuant to the terms
          of the second grammatical paragraph of Article Vl.B.2. (a), shall be charged to and borne as part of the proposed operation,
          but if the proposal is subsequently withdrawn because of insufficient participation, such stand-by costs shall be allocated
          between the Consenting Parties in the proportion each Consenting Party1s interest as shown on Exhibit "A" bears to the totaJ
            interest as shown on Exhibit 11 A11 of all Consenting Parties.
                         In the event that notice for a Sidetracking operation is given while the drilling rig to be utilized is on location, any party
 10        may request and receive up to five (5) additional days after expiration of the forty-eight hour response period specified in
 11        Article Vl.B.1. within which to respond by paying for all stand-by costs and other costs incurred during such extended
 12        response period; Operator may require such party to pay the estimated stand-by time in advance as a condition to extending
 13        the response period. If more than one party elects to take such additional time to respond to the notice, standby costs shall be
 14        allocated between the parties taking additional time to respond on a day-to-day basis in the proportion each electing party's
 15        interest as shown on Exhibit "A'' bears to the total interest as shown on Exhibit 'A of all the electing parties.
                                                                                         1   11



 16                      4. Deepening: If less than all parties elect to participate in a drilling, Sidetracking, or Deepening operation proposed
 I7        pursuant to Article VI.B. !., the interest relinquished by the Non-Consenting Parties to the Consenting Parties under Article
 18        VI.B.2. shall relate only and be limited to the lesser of (i) the total depth actually drilled or (ii) the objective depth or Zone
 19        of which the parties were given notice under Article VI.B.1. ("Initial Objective"). Such well shall not be Deepened beyond the
20         Initial Objective without first complying with this Article to afford the Non-Consenting Parties the opporrunity to participate
2I         in the Deepening operation.
22                      In the event any Consenting Party desires to drill or Deepen a Non-Consent Well to a depth below the Initial Objective,
23        such parry shall give notice thereof, complying with the requirements of Article Vl.B.I ., to all parties (including Non-
24        Consenting Parties). Thereupon, Articles VI.B.1. and 2. shall apply and all parties receiving such notice shall have the right to
25        participate or not participate in the Deepening of such well pursuant to said Articles Vl.B.1. and 2. If a Deepening operation
26        is approved pursuant to such provisions, and if any Non-Consenting Party elects to participate in the Deepening operation,
27        such Non-Consenting party shall pay or make reimbursement (as the case may be) of the following costs and expenses.
28                      (a) If the proposal to Deepen is made prior to the Completion of such well as a well capable of producing in paying
29        quantities, such Non-Consenting Party shall pay (or reimburse Consenting Parries for, as the case may be) that share of costs
30        and expenses incurred in connection with the drilling of said well from the surface to the Initial Objective which Non-
31        Consenting Party would have paid had such Non-Consenting Party agreed to parricipate therein, plus the Non-Consenting
32        Party's share of the cost of Deepening and of participating in any further operations on the well in accordance with the other
33        provisions of this Agreement; provided, however, all costs for testing and Completion or attempted Completion of the well
34        incurred by Consenting Parties prior to the point of actual operations to Deepen beyond the Initial Objective shall be for the
35        sole account of Consenting Parties.
36                      (b) If the proposal is made for a Non-Consent Well that has been previously Completed as a well capable of producing
37        in paying quantities, but is no longer capable of producing in paying quantities, such Non-Consenting Party shall pay (or
38       reimburse Consenting Parties for, as the case may be) its proportionate share of all costs of drilling, Completing, and
39       equipping said well from the surface to the Initial Objective, calculated in the manner provided in paragraph (a) above, less
40       those costs recouped by the Consenting Parties from the sale of production from the well. The Non-Consenting Party shall
41       also pay its proportionate share of all costs of re-entering said well. The Non-Consenting Parties' proportionate part (based
42       on the percentage of such well Non-Consenting Party would have owned had it previously participated in such Non-Consent
43       Well) of the costs of salvable materials and equipment remaining in the hole and salvable surface equipment used in
44       connection with such well shall be detennined in accordance with Exhibit "C." If the Consenting Parties have recouped the
45       cost of drilling, Completing, and equipping the well at the time such Deepening operation is conducted, then a Non-
46       Consenting Party may participate in the Deepening of the well with no payment for costs incurred prior to re-entering the
47       well for Deepening
48                     The foregoing shall not imply a right of any Consenting Party to propose any Deepening for a Non-Consent Well prior
49       to the drilling of such well to its Initial Objective without the consent of the other Consenting Parties as provided in Article
50       VLF.
51                    5. Sidetracking: Any party having the right to participate in a proposed Sidetracking operation that does not own an
52       interest in the affected wellbore at the time of the notice shall, upon electing to participate, tender to the wellbore owners its
53       proportionate share (equal to its interest in the Sidetracking operation) of the value of that portion of the existing wellbore
54       to be utilized as follows:
55                          (a) If the proposal is for Sidetracking an existing dry hole, reimbursement shall be on the basis of the actual costs
56       incurred in the initial drilling of the well down to the depth at which the Sidetracking operation is initiated.
57                          (b) If the proposal is for Sidetracking a well which has previously produced, reimbursement shall be on the basis of
58       such party's proportionate share of drilling and equipping costs incurred in the initial drilling of the well down to the depth
59       at which the Sidetracking operation is conducted, calculated in the manner described in Article VI.B.4(b) above. Such parry's
60       proportionate share of the cost of the well's salvable materials and equipment down to the depth at which the Sidetracking
61       operation is initiated shall be determined in accordance with the provisions of Exhibit "C."
62                  6. Order of Preference of Operations. Except as otherwise specifically provided in this agreement, if any party desires to
63       propose the conduct of an operation that conflicts with a proposal that has been made by a party under this Article VI, such
64       party shall have fifteen (I 5) days from delivery of the initial proposal, in the case of a proposal to. drill a well or to perform
65       an operation on a well where no drilling rig is on location, or twenty-four (24) hours, exclusive of Saturday, Sunday and legal
66       holidays, from delivery of the initial proposal, if a drilling rig is on location for the well on which such operation is to be
67       conducted, to deliver to all parties entitled to participate in the proposed operation such party's alternative proposal, such
68       alternate proposal to contain the same information required to be included in the initial proposal. Each party receiving such
69       proposals shall elect by delivery of notice to Operator within five (5) days after expiration of the proposal period, or within
70       twenty-four (24) hours (exclusive of Saturday, Sunday and legal holidays) if a drilling rig is on location for the well that is the
71       subject of the proposals, to participate in one of the competing proposals. Any party not electing within the time required
72       shall be deemed not to have voted. The proposal receiving the vote of parties owning the largest aggregate percentage
73       interest of the parties voting shall have priority over all other competing proposals; in the case of a tie vote, the
74

                                                                         - 8-




                                                                                                                                          SEC 189030
       A.A.P.L FORM 610 - MOuiL FORM OPERATING AGREEMENT- i:f89

       initial proposal shall prevail. Operator shall deliver notice of such result to all parties entitled to participate in the operation
       within five (5) days after expiration of the election period (or within twenty-four (24) hours, exclusive of Saturday, Sunday
       and legal holidays, if a drilling rig is on location).     Each party shall then have two (2) days (or twenty-four (24) hours if a rig
       is on location) from receipt of such notice to elect by delivery of notice to Operator to participate in such operation or to
       relinquish interest in the affected well pursuant to the provisions of Article Vl.B.2.; failure by a party to deliver notice within
       such period shall be deemed an election not to participate in the prevailing proposal.
                  7. Conformity to Spacing Pattern. Notwithstanding the provisions of this Article VJ.B.2., it is agreed that no wells shall be
       proposed to be drilled to or Completed in or produced from a Zone from which a well located elsewhere on the Contract
       Area is producing, unless such well conforms to the then-existing well spacing pattern for such Zone.
 10               8. Paying Wells. No party shall conduct any Reworking, Deepening, Plugging Back, Completion, Recompletion, or
 I1     Sidetracking operation under this agreement with respect to any well then capable of producing in paying quantities except
 12    with the consent of all parties that have not relinquished interests in the well at the time of such operation.
 13    C. Completion of Wells; Reworking and Plugging Back:
 14               I. Completion: Without the consent of all parties, no well shall be drilled, Deepened or Sidetracked, except any well
 15    drilled, Deepened or Sidetracked pursuant to the provisions of Article VI.B.2. of this agreement.                     Consent to the drilling,
 I6    Deepening or Sidetracking shall include:
 I7         8     Oplian Na. I: All neaossary ••'l'•nElitures fer the drilling; Deepening er 8iaslfasl<ing, testing, Campleting nnd
 I8               equipping ef lh• "'•II, insl•dmg nosossa1y tanlrago nndler suffase fasilities.
 I9         D    Option No. 2: All necessary expenditures for the drilling, Deepening or Sidetracking and testing of the well. When
20               such well has reached its authorized depth, and all logs, cores and other tests have been completed, and the results
21               thereof furnished to the parties, Operator shall give immediate notice to the Non-Operators having the right to
22               participate in a Completion attempt whether or not Operator recommends attempting to Complete the well,
23               together with Operator's AFE for Completion costs if not previously provided. The parties receiving such notice
24               shall have forty-eight (48) hours (exclusive of Saturday, Sunday and legal holidays) in which to elect by delivery of
25               notice to Operator to participate in a recommended Completion attempt or to make a Completion proposal with an
26               accompanying AFE.         Operator shall deliver any such Completion proposal, or any Completion proposal conflicting
27               with Operator's proposal, to the other parties entitled to participate in such Completion in accordance with the
28               procedures specified in Article VJ.B.6. Election to participate in a Completion attempt shall include consent to all
29               necessary expenditures for the Completing and equipping of such well, including necessary tankage and/or surface
30               facilities but excluding any stimulation operation not contained on the Completion AFE.                       Failure of any party
31               receiving such notice to reply within the period above fixed shall constitute an election by that party not to
32               participate in the cost of the Completion attempt; provided, that Article Vl.B.6. shall control in the case of
33               conflicting Completion proposals.      If one or more, but less than all of the parties, elect to attempt a Completion, the
34               provision of Article VI.B.2. hereof (the phrase "Reworking, Sidetracking, Deepening, Recompleting or Plugging
35               Back" as contained in Article VI.B.2. shall be deemed to include "Completing") shall apply to the operations
36               thereafter conducted by Jess than all parties; provided, however, that Article VI.B.2. shall apply separately to each
37               separate Completion or Recompletion attempt undertaken hereunder, and an election to become a Non-Consenting
38               Party as to one Completion or Recompletion attempt shall not prevent a party from becoming a Consenting Party
39               in subsequent Completion or Recompletion attempts regardless whether the Consenting Parties as to earlier
40               Completions or Recompletion have recouped their costs pursuant to Article Vl.B.2.; provided further, that any
41               recoupment of costs by a Consenting Party shall be made solely from the production attributable to the Zone in
42               which the Completion attempt is made.          Election by a previous Non-Consenting party to participate in a subsequent
43               Completion or Recompletion attempt shall require such party to pay its proportionate share of the cost of salvable
44               materials and equipment installed in the well pursuant to the previous Completion or Recompletion attempt,
45              insofar and only insofar as such materials and equipment benefit the Zone in which such party participates in a
46             Completion attempt.
47        2. Rework Recomplete or Plug Back: No well shall be Reworked, Recompleted or Plugged Back except a well Reworked,
48    Recompleted, or Plugged Back pursuant to the provisions of Article Vl.B.2. of this agreement. Consent to the Reworking,
49    Recompleting or Plugging Back of a well shall include all necessary expenditures in conducting such operations and
50    Completing   and     equipping           of     said     well,       including    necessary      tankage      and/or      surface     facilities.
5I    D. Other Operations:
52               Operator shall not undertake any single project reasonably estimated to require an expenditure in excess of _ _ _ _ _ __
53    Twentv-five thousand                                                         Dollars ($ 25 000.00              ) except in connection with the
54    drilling, Sidetracking, Reworking, Deepening, Completing, Recompleting or Plugging Back of a well that has been previously
55    authorized by or pursuant to this agreement; provided, however, that, in case of explosion, fire, flood or other sudden
56    emergency, whether of the same or different nature, Operator may take such steps and incur such expenses as in its opinion
57    are required to deal with the emergency to safeguard life and property but Operator, as promptly as possible, shall report the
58    emergency to the other parties. If Operator prepares an AFE for its own use, Operator shall furnish any Non-Operator so
59    requesting an information copy thereof for any single project costing in excess of Twenty-five thousand         Dollars
60    ($ 25 000.00                                   ). Any party who has not relinquished its interest in a well shall have the right to propose that
61    Operator perform repair work or undertake the installation of artificial lift equipment or ancillary production facilities such as
62    salt water disposal wells or to conduct additional work with respect to a well drilled hereunder or other similar project (but
63    not including the installation of gathering lines or other transportation or marketing facilities, the installation of which shall
64    be governed by separate agreement between the parties) reasonably estimated to require an expenditure in excess of the
65    amount first set forth above in this Article Vl.D. (except in connection with an operation required to be proposed under
66    Articles VJ.B.l. or VJ.C.l. Option No. 2, which shall be governed exclusively be those Articles). Operator shall deliver such
67    proposal to all parties entitled to participate therein.         If within thirty (30) days thereof Operator secures the written consent
68    of any party or parties owning at least   50        % of the interests of the parties entitled to participate in such operation,
69    each party having the right to participate in such project shall be bound by the terms of such proposal and shall be obligated
70    to pay its proportionate share of the costs of the proposed project as if it had consented to such project pursuant to the terms
71    of the proposal.
72    E. Abandonment of Wells:
73         l. Abandonment of Drv Holes: Except for any well drilled or Deepened pursuant to Article VJ.B.2., any well which has
74    been drilled or Deepened under the terms of this agreement and is proposed to be completed as a dry hole shall not be

                                                                          -9-




                                                                                                                                          SEC 189031
          A.A.P.L. FORM 610 • MvuBL FORM OPERATING AGREEMENT- i989

          plugged and abandoned without the consent of all parties. Should Operator, after diligent effort, be unable to contact any
          party, or should any party fail to reply within forty-eight (48) hours (exclusive of Saturday, Sunday and legal holidays) after
          delivery of notice of the proposal to plug and abandon such well, such party shall be deemed to have consented to the
     4    proposed abandonment. All such wells shall be plugged and abandoned in accordance with applicable regulations and at the
          cost, risk and expense of the parties who participated in the cost of drilling or Deepening such well. Any party who objects to
          plugging and abandoning such well by notice delivered to Operator within forty-eight (48) hours (exclusive of Saturday,
          Sunday and legal holidays) after delivery of notice of the proposed plugging shall take over the well as of the end of such
         forty-eight (48) hour notice period and conduct further operations in search of Oil and/or Gas subject to the provisions of
         Article VI.B.; failure of such party to provide proof reasonably satisfactory to Operator of its financial capability to conduct
 10      such operations or to take over the well within such period or thereafter to conduct operations on such well or plug and
 11      abandon such well shall entitle Operator to retain or take possession of the well and plug and abandon the well. The party
 12      taking over the well shall indemnify Operator (if Operator is an abandoning party) and the other abandoning parties against
 13      liability for any further operations conducted on such well except for the costs of plugging and abandoning the well and
 14      restoring the surface, for which the abandoning parties shall remain proportionately liable.
 15            2. Abandonment of Wells That Have Produced: Except for any well in which a Non-Consent operation has been
 16      conducted hereunder for which the Consenting Parties have not been fully reimbursed as herein provided, any well which has
17       been completed as a producer shall not be plugged and abandoned without the consent of all parties. If all parties consent to
18       such abandonment, the well shall be plugged and abandoned in accordance with applicable regulations and at the cost, risk
19       and expense of all the parties hereto. Failure of a party to reply within sixty (60) days of delivery of notice of proposed
20       abandonment shall be deemed an election to consent to the proposal. If, within sixty (60) days after delivery of notice of the
21       proposed abandonment of any well, all parties do not agree to the abandonment of such well, those wishing to continue its
22       operation from the Zone then open to production shall be obligated to take over the well as of the expiration of the
23       applicable notice period and shall indemnify Operator (if Operator is an abandoning party) and the other abandoning parties
24       against liability for any further operations on the well conducted by such parties. Failure of such party or parties to provide
25       proof reasonably satisfactory to Operator of their financial capability to conduct such operations or to take over the well
26       within the required period or thereafter to. conduct operations on such well shall entitle operator to retain or take possession
27       of such well and plug and abandon the well.
28                  Parties taking over a well as provided herein shall tender to each of the other parties its proportionate share of the value of
29       the well's salvable material and equipment, determined in accordance with the provisions of Exhibit "C," less the estimated cost
30       of salvaging and the estimated cost of plugging and abandoning and restoring the surface; provided, however, that in the event
31       the estimated plugging and abandoning and surface restoration costs and the estimated cost of salvaging are higher than the
32       value of the well's salvable material and equipment, each of the abandoning parties shall tender to the parties continuing
33       operations their proportionate shares of the estimated excess cost. Each abandoning party shall assign to the non-abandoning
34       parties, without warranty, express or implied, as to title or as to quantity, or fitness for use of the equipment and material, all
35       of its interest in the wellbore of the well and related equipment, together with its interest in the Leasehold insofar and only
36       insofar as such Leasehold covers the right to obtain production from that wellbore in the Zone then open to production. If the
37       interest of the abandoning party is or includes and Oil and Gas Interest, such party shall execute and deliver to the non-
38       abandoning party or parties an oil and gas lease, limited to the wellbore and the Zone then open to production, for a term of
39       one (!) year and so long thereafter as Oil and/or Gas is produced from the Zone covered thereby, such lease to be on the form
40       attached as Exhibit 'B." The assignments or leases so limited shall encompass the Drilling Unit upon which the well is located.
41       The payments by, and the assignments or leases to, the assignees shall be in a ratio based upon the relationship of their
42       respective percentage of participation in the Contract Area to the aggregate of the percentages of participation in the Contract
43       Area of all assignees. There shall be no readjustment of interests in the remaining portions of the Contract Area.
44                   Thereafter, abandoning parties shall have no further responsibility, liability, or interest in the operation of or production
45       from the well in the Zone then open other than the royalties retained in any lease made under the terms of this Article. Upon
46       request, Operator shall continue to operate the assigned well for the account of the non-abandoning parties at the rates and
47       charges contemplated by this agreement, plus any additional cost and charges which may arise as the result of the separate
48       ownership of the assigned well.     Upon proposed abandonment of the producing Zone assigned or leased, the assignor or lessor
49       shall then have the option to repurchase its prior interest in the well (using the same valuation formula) and participate in
50       further operations therein subject to the provisions hereof.
51                 3. Abandonment of Non-Consent Operations: The provisions of Article Vl.E. I. or Vl.E.2. above shall be applicable as
52       between Consenting Parties in the event of the proposed abandonment of any well excepted from said Articles; provided,
53       however, no well shall be permanently plugged and abandoned unless and until all parties having the right to conduct further
54       operations therein have been notified of the proposed abandonment and afforded the opportunity to elect to take over the well
55       in accordance with the provisions of this Article Vl.E.; and provided further, that Non-Consenting Parties who own an interest
56       in a portion of the well shall pay their proportionate shares of abandonment and surface restoration cost for such well as
57       provided in Article VI.B.2.(b).
58       F. Termination of Operations:
59                 Upon the commencement of an operation for the drilling, Reworking, Sidetracking, Plugging Back, Deepening, testing,
60       Completion or plugging of a well, including but not limited to the Initial Well, such operation shall not be terminated without
61       consent of parties bearing 50.0% of the costs of such operation; provided, however, that in the event granite or other
62       practically impenetrable substance or condition in the hole is encountered which renders further operations impractical,
63       Operator may discontinue operations and give notice of such condition in the manner provided in Article Vl.B. l, and the
64       provisions of Article Vl.B. or Vl.E. shall thereafter apply to such operation, as appropriate.
65       G. Taking Production in Kind:
66           D Option No. I: Gas Balancing Agreement Attached
67                  Each party shall take in kind or separately dispose of its proportionate share of all Oil and Gas produced from the
68              Contract Area, exclusive of production which may be used in development and producing operations and in preparing and
69              treating Oil and Gas for marketing purposes and production unavoidably lost. Any extra expenditure incurred in the taking
70              in kind or separate disposition by any party of its proportionate share of the production shall be borne by such party. Any
71              party taking its share of production in kind shall be required to pay for only its proportionate share of such part of
72              Operator's surface facilities which it uses.
73                 Each party shall execute such division orders and contracts as may be necessary for the sale of its interest in
74              production from the Contract Area, and, except as provided in Article Vll.B., shall be entitled to receive payment

                                                                      - 10-




                                                                                                                                      SEC 189032
          A.A.P.L. FORM 610 - MOu.CL FORM OPERATING AGREEMENT- d89

                  directly from the purchaser thereof for its share of all production.
                      If any party fails to make the arrangements necessary to take in kind or separately dispose of its proportionate
                  share of the Oil produced from the Contract Area, Operator shall have the right, subject to the revocation at will by
     4            the party owning it, but not the obligation, to purchase such Oil or sell it to others at any time and from time to
                  time, for the account of the non-taking party. Any such purchase or sale by Operator may be terminated by
                  Operator upon at least ten (10) days written notice to the owner of said production and shall be subject always to
                  the right of the owner of the production upon at least ten (10) days written notice to Operator to exercise at any
                 time its right to take in kind, or separately dispose of, its share of all Oil not previously delivered to a purchaser.
                  Any purchase or sale by Operator of any other party's share of Oil shall be only for such reasonable periods of time
 10               as are consistent with the minimum needs of the industry under the particular circumstances, but in no event for a
 11               period in excess of one(!) year.
 12                  Any such sale by Operator shall be in a manner commercially reasonable under the circumstances but Operator
 13               shall have no duty to share any existing market or to obtain a price equal to that received under any existing
 14               market. The sale or delivery by Operator of a non-taking party's share of Oil under the terms of any existing
15               contract of Operator shall not give the non-taking party any interest in or make the non-taking party a party to said
16               contract. No purchase shall be made by Operator without first giving the non-taking party at least ten (10) days
17               written notice of such intended purchase and the price to be paid or the pricing basis to be used.
18                   All parties shall give timely written notice to Operator of their Gas marketing arrangements for the following
19               month, excluding price, and shall notify Operator immediately in the event of a change in such arrangements.
20               Operator shall maintain records of all marketing arrangements, and of volumes actually sold or transported, which
21               records shall be made available to Non-Operators upon reasonable request.
22                   In the event one or more parties' separate disposition of its share of the Gas causes split·stream deliveries to separate
23               pipelines and/or deliveries which on a day·to·day basis for any reason are not exactly equal to a party1s respective proportion·
24               ate share of total Gas sales to be allocated to it, the balancing or accounting between the parties shall be in accordance with
25               any Gas balancing agreement between the parties hereto, whether such an agreement is attached as Exhibit "E" or is a
26               separate agreement. Operator shall give notice to all parties •of the first sales of Gas from any well under this agreement.
27           S   Oelien Ne. 2: Ne Cas B&leneing Ag<eement.
28                   !lash parlj' shall !al"' in kind er separaleli• dispess ef its prepertieHato sh""' ef all Oil and Gas preduood frem
29               the Ceatnwt ,'\rea, S3Eelt:1:si1e ef fJFBEh1:etien "rhieh may be Hosed iR de-vele13ment anEl f1F0dt::1eing e13emtiees and iR
30               preparing and !Feating Oil and Gas fer marl••ti•g pur;>esos and preduotien """''eidallly lest. AHl ""'"' ""pendiltires
31                i11ourred i11 the taldag i11 kied er separate dispesitie11 by any party ef its prepertie11ale share ef the preduotie11 shall
32               e• eemo ey suoh parlj. A11i parlj taldag it5 share of preduotio11 in leind shall ho required te pay fer 91lly its
33               prapertie11ate saare efsush part efOpefaler's surfaoe faoilities "l!ioh it uses.
34                   llaoh parlj• shall eMeeute sush dr•isie11 erdOFS and oemraets as may ee aeeesslll'j fer the sale of its i11terest in
35               preduetiea frem the Contraot ftrea, and, """"Pl as pre'1idod iH Artiele Vll.B., shall ho ••titled te reoei"o paymollt
36               lliTe~ fram the parshaser thereof fer its slNHo ef all preilllotioo.
37                   If an3 parlj' fails le make the arrangements Heeessafj' te tal•e in kind er separately dispese ef its propertienale
38               share ef tile Oil and'er Gas preduoed frem the Celltraet Affla, Operator sl!all h!P1e the right, seejeot le the
39               revoeatie11 at .,, ill B) the party 91',.ing it, eut aot tho ollligatio11, to purohase suoh Oil and/er Gas er soil it te otheFS
40               at an3 time aad from timo le li!RO, fer tho aeoeullt of the nen taldag parlj. f.n) suoh p•rollase or sale B) Operator
41               m'* ho tormiaatod ey Operator open al least ten (19) "'*'S ""iltOH aatioe le the eweer ef said pre<leeti011 anel sl!all
42               ee sultjest """'*' le tho right af the 9"'11er ef the preel•otie11 upo11 at least tOH (I 9) daJ• v.Tilten natise le Operator
43               te ""ereise its Fight le take in !dad; er soparatelj· dispose ef, its share af all Oil anlller Gas aot pre" ieesl3 delil ereel
44               le a r•rehaser; preoilleel, haHe'•or, that tho olfeetive date ef any SHsh m•eeati011 m'* ee deferred al Oporatar's
45               eleoli011 fer a peried net to e•rneeel niaet3 (99) llays if Op-or has oemmitted s••ll preeluelian le a r"'shase
46               eenlraot h!P1ieg a lorm ""toeeliag ileyeell s•oh len (19) d'*' perieel. 'ay p•rshase er sale ay Opefalar af any allier
47               parlj's sl!are af Oil and/er Gas shall be enly fer s•sh <easanablo perieels ef time as are oaasis1e11t with the
48               mieim•m eeeds ef tho iedustry 1111dor tho partioular oirsemstanees, eut in na e1e•I fer a peFieel ill ""oess ef aee (!)
49               j'68f<
50                  Any SHoh sale ey Operater shall ee in a m1111aor oammoreially reasa11allle 1111der the eirsl>ll!stanoos, but Oporatar
51               shall ha1e eo ellllj lo sl!are an3 ""istiag marl<et er transpoltalieo a<rangomollt er ta obtain a prioe er tfanspartatiaa
52               fee oq•al ta that reoei, oil •Heier ani e"istiog marl<et or transpertatio11 arrangomsnt.           Tae sale er doli"e'l' ey
53               Operator of a """ taking party's share af pre<leotiae under the terms ef ""l' OJ<istieg sentrast of Operator shall eat
54               give the HOH taki11g parlj• ""l' ieterest iH or malee the 11e• 1al<ing parlj' a parlj le saill soo!raot. Ho per<hase af Oil
55               and Gas anll 11e sale ef Gas shall ee made ey Operatar 11i!hout liFSt gi iiRg the eon tal<ing part) tOH d'*• writtee
56               •etioe of sush iRteadeel p..,.hase or sale and the pFiee to ile paid er the pFieieg easis te ae esed. Operator shall gi 1e
57                aatioo lo all partios of the !iFSt sale of Gas frem any weH •11aer this Pgreomellt.
58                   All parties shall gi "" timely "lfillon neliee le Operator ef !heir Gas ma~colieg ammgements fer the fello·, ing
59                meetR, BJ~alading priee, and sRall netif) 013eFater immeGiately in the e eHt ef a ehaHgs in sush ammgemeets.
60                Oporatar shall maintain resords ef all marleetiag arrangemollts, and ef "alumes aot•all3 said er transpartoll, ""i•h
61                reea•ds shall ee made a1ailalllo te ~loo Operators •pen reasenaele reqeest.
62                                                                         ARTICLE VII.
63                                                       EXPENDITURES AND LIABILITY OF PARTIES
64       A. Liability of Parties:
65            The liability of the parties shall be several, not joint or collective. Each party shaU be responsible only for its obligations,
66       and shall be liable only for its proportionate share of the costs of developing and operating the Contract Area. Accordingly, the
67       liens granted among the parties in Article Vll.B. are given to secure only the debts of each severally, and no party shall have
68       any liability to third parties hereunder to satisfy the default of any other party in the payment of any expense or obligation
69       hereunder. It is not the intention of the parties to create, nor shall this agreement be construed as creating, a mining or other
70       partnership, joint venture, agency relationship or association, or to render the parties liable as partners, co-venturers, or
71       principals. In their relations with each other under this agreement, the parties shall not be considered fiduciaries or to have
72       established a confidential relationship but rather shall be free to act on an arm's-length basis in accordance with their own
73       respective self-interest, subject, however, to the obligation of the parties to act in good faith in their dealings with each other
74       with respect to activities hereunder.

                                                                     - 11 -




                                                                                                                                    SEC 189033
          A.A.P.L. FORM 610 - MO~DL FORM OPERATING AGREEMENT - d89

          B. Liens and Security Interests:
     2        Each party grants to the other parties hereto a lien upon any interest it now owns or hereafter acquires in Oil and Gas
     3    Leases and Oil and Gas Interests in the Contract Area, and a security interest and/or purchase money security interest in any
          interest it now owns or hereafter acquires in the persona] property and fixtures on or used or obtained for use in connection
          therewith, to secure perfonnance of all of its obligations under this agreement including but not limited to payment of expense,
          interest and fees, the proper disbursement of all monies paid hereunder, the assignment or relinquishment of interest in Oil
          and Gas Leases as required hereunder, and the proper performance of operations hereunder. Such lien and security interest
          granted by each party hereto shall include such party's leasehold interests, working interests, operating rights, and royalty and
          overriding royalty interests in the Contract Area now owned or hereafter acquired and in lands pooled or unitized therewith or
 IO       otherwise becoming subject to this agreement, the Oil and Gas when extracted therefrom and equipment situated thereon or
 11       used or obtained for use in connection therewith (including, without limitation, all wells, tools, and tubular goods), and accounts
 12        (including, without limitation, accounts arising from gas imbalances or from the sale of Oil and/or Gas at the wellhead),
 13        contract rights, inventory and general intangibles relating thereto or arising therefrom, and all proceeds and products of the
 14        foregoing.
 15            To perfect the lien and security agreement provided herein, each party hereto shall execute and acknowledge the recording
 16       supplement and/or any financing statement prepared and submitted by any party hereto in conjunction herewith or at any time
17        following execution hereof, and Operator is authorized to file this agreement or the recording supplement executed herewith as
18        a Iien or mortgage in the applicable real estate records and as a financing statement with the proper officer under the Uniform
19        Commercial Code in the state in which the Contract Area is situated and such other states as Operator shall deem appropriate
20        to perfect the security interest granted hereunder. Any party may file this agreement, the recording supplement executed
21        herewith, or such other documents as it deems necessary as a lien or mortgage in the applicable real estate records and/or a
22        financing statement with the proper officer under the Uniform Commercial Code.
23             Each party represents and warrants to the other parties hereto that the lien and security interest granted by such party to
24        the other parties shall be a first and prior lien, and each party hereby agrees to maintain the priority of said lien and security
25        interest against all persons acquiring an interest in Oil and Gas Leases and Interests covered by this agreement by, through or
26        under such party. All parties acquiring an interest in Oil and Gas Leases and Oil and Gas Interests covered by this agreement,
27        whether by assignment, merger, mortgage, operation of law, or otherwise, shall be deemed to have taken subject
28        to the lien and security interest granted by this Article Vll.B. as to all obligations attributable to such interest hereunder
29        whether or not such obligations arise before or after such interest is acquired.
30            To the extent that parties have a security interest under the Uniform Commercial Code of the state in which the
31       Contract Area is situated, they shall be entitled to exercise the rights and remedies of a secured party under the Code.
32       The bringing of a suit and the obtaining of judgment by a party for the secured indebtedness shall not be deemed an
33       election of remedies or otherwise affect the lien rights or security interest as security for the payment thereof.       In
34       addition, upon defuult by any party in the payment of its share of expenses, interests or fees, or upon the improper use
35       of funds by the Operator, the other parties shall have the righ~ without prejudice to other rights or remedies, to collect
36       from the purchaser the proceeds from the sale of such defaulting party's share of Oil and Gas until the amount owed by
37       such party, plus interest as provided in "Exhibit C," has been received, and shall have the right to offset the amount
38       owed against the proceeds from the sale of such defaulting party's share of Oil and Gas.      All purchasers of production
39       may rely on a notification of default from the non-defaulting party or parties stating the amount due as a result of the
40       default, and all parties waive any recourse available against purchasers for releasing production proceeds as provided in
41       this paragraph.
42           If any party fails to pay its share of cost within one hundred twenty (120) days after rendition of a statement therefor by
43       Operator, the non-defaulting parties, including Operator, shall upon request by Operator, pay the unpaid amount in the
44       proportion that the interest of each such party bears to the interest of all such parties. The amount paid by each party so
45       paying its share of the unpaid amount shall be secured by the liens and security rights described in Article Vll.B., and each
46       paying party may independently pursue any remedy available hereunder or otherwise.
47           If any party does not perfonn all of its obligations hereunder, and the failure to perform subjects such party to foreclosure
48       or execution proceedings pursuant to the provisions of this agreement, to the extent allowed by governing law, the defaulting
49       party waives any available right of redemption from and after the date of judgment, any required valuation or appraisement
50       of the mortgaged or secured property prior to sale, any available right to stay execution or to require a marshaling of assets
51       and any required bond in the event a receiver is appointed. In addition, to the extent pennitted by applicable law, each party
52       hereby grants to the other parties a power of sale as to any property that is subject to the lien and security rights granted
53       hereunder, such power to be exercised in the manner provided by applicable law or otherwise in a commercially reasonable
54       manner and upon reasonable notice.
55           Each party agrees that the other parties shall be entitled to utilize the provisions of Oil and Gas lien law or other lien
56       law of any state in which the Contract Area is situated to enforce the obligations of each party hereunder. Without limiting
57       the generality of the foregoing, to the extent permitted by applicable law, Non-Operators agree that Operator may invoke or
58       utilize the mechanics' or materialmen's lien law of the state in which the Contract Area is situated in order to secure the
59       payment to Operator of any sum due hereunder for services performed or materials supplied by Operator.
60       C. Advances:
6I            Operator, at its election, shall have the right from time to time to demand and receive from one or more of the other
62       parties payment in advance of their respective shares of the estimated amount of the expense to be incurred in operations
63       hereunder during the next succeeding month, which right may be exercised only by submission to each such party of an
64       itemized statement of such estimated expense, together with an invoice for its share thereof     Each such statement and invoice
65       for the payment in advance of estimated expense shall be submitted on or before the 20th day of the next preceding month.
66       Each party shall pay to Operator its proportionate share of such estimate within fifteen ( 15) days after such estimate and
67       invoice is received. If any party fails to pay its share of said estimate within said time, the amount due shall bear interest as
68       provided in Exhibit 'C' until paid. Proper adjustment shall be made monthly between advances and actual expense to the end
69       that each party shall bear and pay its proportionate share of actual expenses incurred, and no more.
70       D. Defaults and Remedies:
71           If any party fails to discharge any financial obligation under this agreement, including without limitation the failure to
72       make any advance under the preceding Article Vll.C. or any other provision of this agreement, within the period required for
73       such payment hereunder, then in addition to the remedies provided in Article Vll.B. or elsewhere in this agreement, the
74       remedies specified below shall be applicable. For purposes of this Article Vll.D., all notices and elections shall be delivered

                                                                    -12-




                                                                                                                                SEC 189034
       A.A.P.L. FORM 610 - MOunL FORM OPERATING AGREEMENT-                                         1~89

       only by Operator, except that Operator shall deliver any such notice and election requested by a non-defaulting Non-Operator,
       and when Operator is the party in default, the applicable notices and elections can be delivered by any Non-Operator.
      Election of any one or more of the following remedies shall not preclude the subsequent use of any other remedy specified
 4    below or otherwise available to a non-defaulting party.
            1. Suspension of Rights: Any party may deliver to the party in default a Notice of Default, which shall specify the default,
      specify the action to be taken to cure the default, and specify that failure to take such action will result in the exercise of one
      or more of the remedies provided in this Article. If the default is not cured within thirty (30) days of the delivery of such
      Notice of Default, all of the rights of the defaulting party granted by this agreement may upon notice be suspended until the
      default is cured, without prejudice to the right of the non-defaulting party or parties to continue to enforce the obligations of
 lO   the defaulting party previously accrued or thereafter accruing under this agreement. If Operator is the party in default, the
11    Non-Operators shall have in addition the right, by vote of Non-Operators owning a majority in interest in the Contract Area
12    after excluding the voting interest of Operator, to appoint a new Operator effective immediately. The rights of a defaulting
13    party that may be suspended hereunder at the election of the non-defaulting parties shall include, without limitation, the right
14    to receive information as to any operation conducted hereunder during the period of such default, the right to elect to
15    participate in an operation proposed under Article VI.B. of this agreement, the right to participate in an operation being
16    conducted under this agreement even if the party has previously elected to participate in such operation, and the right to
17    receive proceeds of production from any well subject to this agreement.
18         2. Suit for Damages: Non-defaulting parties or Operator for the benefit of non-defaulting parties may sue (at joint
19    account expense) to collect the amounts in default, plus interest accruing on the amounts recovered from the date of default
20    until the date of collection at the rate specified in Exhibit "C" attached hereto. Nothing herein shall prevent any party from
21    suing any defaulting party to collect consequential damages accruing to such party as a result of the default.
22         3. Deemed Non-Consent: The non-defaulting party may deliver a written Notice of Non-Consent Election to the
23    defaulting party at any time after the expiration of the thirty-day cure period following delivery of the Notice of Default, in
24    which event if the billing is for the drilling a new well or the Plugging Back, Sidettacking, Reworking or Deepening of a
25    well which is to be or has been plugged as a dry hole, or for the Completion or Recompletion of any well, the defaulting
26    party will be conclusively deemed to have elected not to participate in the operation and to be a Non-Consenting. Party with
27    respect thereto under Article VI.B. or Vl.C., as the case may be, to the extent of the costs unpaid by such party,
28    notwithstanding any election to participate theretofore made. If election is made to proceed under this provision, then the
29    non-defaulting parties may not elect to sue for the unpaid amount pursuant to Article Vll.D.2.
30        Until the delivery of such Notice of Non-Consent Election to the defaulting party, such party shall have the right to cure
31    its default by paying its unpaid share of costs plus interest at the rate set forth in Exhibtt "C," provided, however, such
32    payment shall not prejudice the rights of the non-defaulting parties to pursue remedies for damages incurred by the non-
33    defaulting parties as a result of the default. Any interest relinquished pursuant to this Article VII.D.3. shall be offered to the
34    non-defaulting parties in proportion to their interests, and the non-defaulting parties electing to participate in the ownership
35    of such interest shall be required to contribute their shares of the defaulted amount upon their election to participate therein.
36         4. Advance Payment: If a default is not cured within thirty (30) days of the delivery· of a Notice of Default, Operator, or
37    Non-Operators if Operator is the defaulting party, may thereafter require advance payment from the defaulting
38    party of such defaulting party's anticipated share of any item of expense for which Operator, or Non-Operators, as the case may
39    be, would be entitled to reimbursement under any provision of this agreement, whether or not such expense was the subject of
40    the previous default. Such right includes, but is not limited to, the right to require advance payment for the estimated costs of
41    drilling a well or Completion of a well as to which an election to participate in drilling or Completion has been made. If the
42    defaulting party fails to pay the required advance payment, the non-defaulting parties may pursue any of the remedies provided
43    in the Article VII.D. or any other default remedy provided elsewhere in this agreement. Any excess of funds advanced remaining
44    when the operation is completed and all costs have been paid shall be promptly returned to the advancing party.
45         5. Costs and Attorneys' Fees: In the event any party is required !o bring legal proceedings to enforce any financial
46    obligation of a party hereunder, the prevailing party in such action shall be entitled to recover all court costs, costs of
47    collection, and a reasonable attorney's fee, which the lien provided for herein shall also secure.
48    E. Rentals, Shut-in Well Payments and Minimum Royalties:
49        Rentals, shut-in well payments and minimum royalties which may be required under the terms of any lease shall be paid
50    by the party or parties who subjected such lease to this agreement at its or their expense. In the event two or more parties
51    own and have contributed interests in the same lease to this agreement, such parties may designate one of such parties to
52    make said payments for and on behalf of all such parties. Any party may request, and shall be entitled to receive, proper
53    evidence of all such payments. ln the event of failure to make proper payment of any rental, shut-in well payment or
54    minimum royalty through mistake or oversight where such payment is required to continue the lease in force, any loss which
55    results from such non-payment shall be borne in accordance with the provisions of Article IV.B.2.
56        Operator shall notify Non-Operators of the anticipated completion of a shut-in well, or the shutting in or return to
57    production of a producing well, at least five (5) days (excluding Saturday, Sunday, and legal holidays) prior to taking such
58    action, or at the earliest opportunity permitted by circumstances, but assumes no liability for failure to do so. In the event of
59    failure by Operator to so notify Non-Operators, the loss of any lease contributed hereto by Non-Operators for failure to make
60    timely payments of any shut-in well payment shall be borne jointly by the parties hereto under the provisions of Article
61    IV.B.3.
62    F. Taxes:.
63         Beginning with the first calendar year after the effective date hereof, Operator shall render for ad valorem taxation all
64    property subject to this agreement which by law should be rendered for such taxes, and it shall pay all such taxes assessed
65    thereon before they become delinquent. Prior to the rendition date, each Non-Operator shall furnish Operator information as
66    to burdens (to include, but not be limited to, royalties, overriding royalties and production payments) on Leases and Oil and
67    Gas Interests contributed by such Non-Operator. If the assessed valuation of any Lease is reduced by reason of its being
68    subject to outstanding excess royalties, overriding royalties or production payments, the reduction in ad valorem taxes
69    resulting therefrom shall inure to the benefit of the owner or owners of such Lease, .and Operator shall adjust the charge to
70    such owner or owners so as to reflect the benefit of such reduction. If the ad valorem taxes are based in whole or in part
71    upon separate valuations of each party's working interest, then notwithstanding anything to the contrary herein, charges to
72    the joint account shall be made and paid by the parties hereto in accordance with the tax value generated by each party's
73    working interest. Operator shall bill the other parties for their proportionate shares of all tax payments in the manner
74    provided in Exhibit "C."

                                                                - 13 -




                                                                                                                            SEC 189035
       A.A.P.L. FORM 610-MGuBL FORM OPERATING AGREEMENT- 1989

           If Operator considers any tax assessment improper, Operator may, at its discretion, protest within the time and manner
       prescribed by law, and prosecute the protest to a final determination, unless all parties agree to abandon the protest prior to final
       detennination. During the pendency of administrative or judicial proceedings, Operator may elect to pay, under protest, all such taxes
       and any interest and penalty. When any such protested assessment shall have been finally detennined, Operator shall pay the tax for
       the joint account, together with any interest and penalty accrued, and the total cost shall then be assessed against the parties, and be
       paid by them, as provided in Exhibit "C."
            Each parlY shall pay or cause to be paid all production, severance, excise, gathering and other taxes imposed upon or with respect
       to the production or handling of such party's share of Oil and Gas produced under the terms of this agreement.
                                                                      ARTICLE VIII.
 10                                        ACQUISITION, MAINTENANCE OR TRANSFER OF INTEREST
 11    A. Surrender of Leases:
 12         The Leases covered by this agreement, insofar as they embrace acreage in the Contract Area, shall not be surrendered in whole
 13    or in part unless all parties consent thereto.
 14         However, should any party desire to surrender its interest in any Lease or in any portion thereof, such party shall give written
 15    notice of the proposed surrender to all parties, and the parties to whom such notice is delivered shall have thirty (30) days after
16     delivery of the notice within which to notify the party proposing the surrender whether they elect to consent thereto. Failure of a
17     party to whom such notice is delivered to reply within said 30-day period shall constitute a consent to the surrender of the Leases
18     described in the notice. If all parties do not agree or consent thereto, the party desiring to surrender shall assign, without express or
19     implied warranty of title, all of its interest in such Lease, or portion thereof, and any well, material and equipment which may be
20    located thereon and any rights in production thereafter secured, to the parties not consenting to such surrender. [f the interest of the
21    assigning party is or includes an Oil and Gas Interest, the assigning party shall execute and deliver to the party or parties not
22    consenting to such surrender an oil and gas lease covering such Oil and Gas Interest for a term of one (!) year and so long
23    thereafter as Oil and/or Gas is produced from the land covered thereby, such lease to be on the form attached hereto as Exhibit "B."
24    Upon such assignment or lease, the assigning party shall be relieved from all obligations thereafter accruing, but not theretofore
25    accrued, with respect to the interest assigned or leased and the operation of any well attributable thereto, and the assigning party
26    shall have no further interest in the assigned or leased premises and its equipment and production other than the royalties retained
27    in any lease made under the terms of this Article. The party assignee or lessee shall pay to the party assignor or lessor the
28    reasonable salvage value of the latter's interest in any well's salvable materials and equipment attributable to the assigned or leased
29    acreage. The value of all salvable materials and equipment shall be determined in accordance with the provisions of Exhibit "C," less
30    the estimated cost of salvaging and the estimated cost of plugging and abandoning and restoring the surface. If such value is less
31    than such costs, then the PartY assignor or lessor shall pay to the party assignee or lessee the amount of such deficit. If the
32    assignment or lease is in favor of more than one party, the interest shall be shared by such parties in the proportions that the
33    interest of each bean; to the total interest of all such parties. If the interest of the parties to whom the assignment is to be made
34    varies according to depth, then the interest assigned shall similarly reflect such variances.
35         Any assignment, lease or surrender made under this provision shall not reduce or change the assignor's, lessor's or surrendering
36    party's interest as it was immediately before the assignment, lease or surrender in the balance of the Contract Area; and the acreage
37    assigned, leased or surrendered, and subsequent operations thereon, shall not thereafter be subject to the terms and provisions of this
38    agreement but shall be deemed subject to an Operating Agreement in the form of this agreement.
39    B. Renewal or Extension of Leases:
40         If any party secures a renewal or replacement of an Oil and Gas Lease or Interest subject to this agreement, then all other parties
41    shall be notified promptly upon such acquisition or, in the case of a replacement Lease taken before expiration of an existing Lease,
42    promptly upon expiration of the existing Lease. The parties notified shall have the right for a period of thirty (30) days following
43    delivery of such notice in which to elect to participate in the ownership of the renewal or replacement Lease, insofar as such Lease
44    affects lands within the Contract Area, by paying to the party who acquired it their proportionate shares of the acquisition cost
45    allocated to that part of such Lease within the Contract Area, which shall be in proportion to the interest held at that time by the
46    parties in the Contract Area. Each party who participates in the purchase of a renewal or replacement Lease shall be given an
47    assignment of its proportionate interest therein by the acquiring party.
48         If some, but less than all, of the parties elect to participate in the purchase of a renewal or replacement Lease, it shall be owned
49    by the parties who elect to participate therein, in a ratio based upon the relationship of their respective percentage of participation in
50    the Contract Area to the aggregate of the percentages of participation in the Contract Area of all parties participating in the
51    purchase of such renewal or replacement Lease. The acquisition of a renewal or replacement Lease by any or all of the parties hereto
52    shall not cause a readjustment of the interests of the parties stated in Exhibit "A,' but any renewal or replacement Lease in which
53    less than all parties elect to participate shall not be subject to this agreement but shall be deemed subject to a separate Operating
54    Agreement in the form of this agreement.
55        If the interests of the parties in the Contract Area vary according to depth, then their right to participate proportionately in
56    renewal or replacement Leases and their right to receive an assignment of interest shall also reflect such depth variances.
57         The provisions of this Article shall apply to renewal or replacement Leases whether they are for the entire interest covered by
58    the expiring Lease or cover onJy a portion of its area or an interest therein. Any renewal or replacement Lease taken before the
59    expiration of its predecessor Lease, or taken or contracted for or becoming effective within six (6) months after the expiration of the
60    existing Lease, shall be subject to this provision so long as this agreement is in effect at the time of such acquisition or at the time
61    the renewal or replacement Lease becomes effective; but any Lease taken or contracted for more than six (6) months after the
62    expiration of an existing Lease shall not be deemed a renewal or replacement Lease and shall not be subject to the provisions of this
63    agreement.
64         The provisions in this Article shall also be applicable to extensions of Oil and Gas Leases.
65    C. Acreage or Cash Contributions:
66         While this agreement is in force, if any party contracts for a contribution of cash towards the drilling of a well or any other
67    operation on the Contract Area, such contribution shall be paid to the party who conducted the drilling or other operation and shall
68    be applied by it against the cost of such drilling or other operation. If the contribution be in the form of acreage, the party to whom
69    the contribution is made shall promptly tender an assignment of the acreage, without warranty of title, to the Drilling Parties in the
70    proportions said Drilling Parties shared the cost of drilling the well. Such acreage shall become a separate Contract Area and, to the
71    extent possible, be governed by provisions identical to this agreement. Each party shall promptly notify all other parties of any
72    acreage or cash contributions it may obtain in support of any well or any other operation on the Contract Area. The above
73    provisions shall also be applicable to optional rights to earn acreage outside the Contract Area which are in support of well drilled
74    inside Contract Area. Contributions under the paragraph do not include proceeds from the actual sale of working interest in a well or lease

                                                                     - 14-




                                                                                                                                     SEC 189036
       A.A.P.L. FORM 610 - MOvEL FORM OPERATING AGREEMENT- :989

       hereunder.
           If any party contracts for any consideration relating to disposition of such party's share of substances produced hereunder,
        such consideration shall not be deemed a contribution as contemplated in this Article Vlll.C.
 4      D. Assignment; Maintenance of Uniform Interest:
             Fer tho pmpese ef 111ai!!laieieg ueifeFHlilj ef a .,.,ership ia Ille Celltfaet hea io Ille Oil aed Gas beasos, Oil aae Gas
        Jatorosts, "oils, oquip111oet aed prellustien """ ored by !his agreomeet ae par!)' shall sell, oeeu111bor, traasfur er make elhor
        lli51'esi!iea ef its intorest in !ho Oil ane Gas boasos aee Oil and Gas !Rlsrests ombraeee "ithia !he Ceetraet ,'>foa er in "'Olis,
        ElejHipmset anQ J:!Fede.etieR LiA1@SS sush dispesitieA eeueFS sithsr:
                I. tho ontire ieteFost aflhe parti in all Oil and Gas beases, Oil aee Gas IHterests, · ells, equipmeet and pFedustien; er
10             2. an equal undioilled pCf6ent ef !he par!j's preseet illlornst ie all Oil ane Gas boasos, Oil aed Gas letoresls, ·veils,
 11     0EJ:Hq:,ment and J:lreduetiaa in the Centraet P.<Fea.
12             Every sale, encumbrance, transfer or other disposition made by any party shall be made expressly subject to this agreement
13      and shall be made without prejudice to the right of the other parties, and any transferee of an ownership interest in any Oil and
14     Gas Lease or Interest shall be deemed a party to this agreement as to the interest conveyed from and after the effective date of
15     the transfer of ownership; provided, however, that the other parties shall not be required to recognize any such sale,
16     encumbrance, transfer or other disposition for any purpose hereunder until thirty (30) days after they have received a copy of the
17     instrument of transfer or other satisfactory evidence thereof in writing from the transferor or transferee. No assignment or other
18     disposition of interest by a party shall relieve such party of obligations previously incurred by such party hereunder with respect
l9     to the interest transferred, including without limitation the obligation of a party to pay all costs attributable to an operation
20     conducted hereunder in which such party has agreed to participate prior to making such assignment, and the lien and security
21     interest granted by Article VJLB. shall continue to burden the interest transferred to secure payment of any such obligations.
22             If, at any time the interest of any party is divided among and owned by four or more co-owners, Operator, at its discretion,
23     may require such co-owners to appoint a single trustee or agent with full authority to receive notices, approve expenditures,
24     receive billings for and approve and pay such party's share of the joint expenses, and to deal generally with, and with power to
25     bind, the co-owners of such party1s interest within the scope of the operations embraced in this agreement; however, all such co-
26     owners shall have the right to enter into and execute all contracts or agreements for the disposition of their respective shares of
27     the Oil and Gas produced from the Contract Area and they shall have the right to receive, separately, payment of the sale
28     proceeds thereof.
29     E. Waiver of Rights to Partition:
30          If permitted by the laws of the state or states in which the property covered hereby is located, each party hereto owning an
31     undivided interest in the Contract Area waives any and all rights it may have to partition and have set aside to it in severalty its
32     undivided interest therein.
33     F. l'FefeFeeliol Right te l'HFehase:
34     S (Optieeal; Ches!< if "flplisahle.)
35           Shaula aai paff) desiFe le sell all "' any paFI ef its inteFests under this agrnomenl, er its Fights and il!IOFosts ie tho Ceetraet
36     '\roa, it shall premptly gi'< e ,,•it!ee netieo ta tho ether parties, with full iefeFH1atien ••••••ning its propesod di51'esilie•, "'hi sh
37     shall in•l•de !he nB!Ro and address ef !he prnspoeti·/e lransfuFee (v•he must be read), 1 il!ing and able le p•Fehase), !he p...,hase
38    pFiso, a legal dessFiptien s•ftieient ta identii') the preperlj, aed all other toFH1s ef the offer. The ether paF!ies shall then ha. e an
39     eplienal pFieF Fight, fer a period ef tan (19) days afle• the notise is dolivorod, ta purehase fe• !he staled aaesiaeratiee en the
40    same tefffls and seeditians !ho interest ,,4Jieh the etheF par!) prnpeses le sell; and, if !his eptienal Fight is e!Eernised, the
41    parohasieg pat!ies shall share Ille purohased intsrest in tho prnpeFtiens !hat tho illlorest ef eaeh beaFs ta the tetal i•terest ef all
42    purohasing parties. Hew"''""    th•••        shall Ile Re p•ofuFefltial Fight le purehaso ill these eases where any par!) wishes 10 maFlgage
43    its ieteFOSts, er le !FaRsfuF titte le its ieterests le its meflgagee i• lieu ef eF paFSuaet ta fereelesaFe ef a fflBFtgage ef its intomls,
44    BF ta dispese ef its ieterests lly merger, reerganioatie•, seRselidatien, eF h) sale ef all er sullstanlialli all ef its Oil and Gas assets
45    ta aey party, er bj !Fansfur ef its ieterests ta a s•hsidiary er paront eafflpani e• ta a sabsiaiary ef a paFBAI sempaA)·, er ta_ any
46    eempaay in u1lieh sueh par!)' """s amajeFilj efthe Sleek
47                                                                         ARTICLE IX.
48                                                         INTERNAL REVENUE CODE ELECTION
49          If, for federal income tax purposes, this agreement and the operations hereunder are regarded as a partnership, and if the
50    parties have not otherwise agreed to form a tax partnership pursuant to Exhibit "G" or other agreement between them, each
51    party thereby affected elects to be excluded from the application of all of the provisions of Subchapter "K," Chapter I, Subtitle
52    "A," of the Internal Revenue Code of 1986, as amended ("Code"), as permitted and authorized by Section 761 of the Code and
53    the regulations promulgated thereunder. Operator is authorized and directed to execute on behalf of each party hereby affected
54    such evidence of this election as may be required by the Secretary of the Treasury of the United States or the Federal Internal
55    Revenue Service, including specifically, but not by way of limitation, all of the returns, statements, and the data required by
56    Treasury Regulation §1.761. Should there be any requirement that each party hereby affected give further evidence of this
57    election, each such party shall execute such documents and furnish such other evidence as may be required by the Federal Internal
58    Revenue Service or as may be necessary to evidence this election. No such party shall give any notices or take any other action
59    inconsistent with the election made hereby. If any present or future income tax laws of the state or states in which the Contract
60    Area is located or any future income tax laws of the United States contain provisions similar to those in Subchapter "K," Chapter
61    I, Subtitle "A," of the Code, under which an election similar to that provided by Section 761 of the Code is permitted, each party
62    hereby affected shall make such election as may be permitted or required by such laws. In making the foregoing election, each
63    such party states that the income derived by such party from operations hereunder can be adequately determined without the
64    computation of partnership taxable income.
65                                                                 ARTICLE X.
66                                                          CLAIMS AND LAWSUITS
67        Operator may settle any single uninsured third party damage claim or suit arising from operations hereunder if the expenditure
68    does not exceed five thousand                                    Dollars($ 5 000.00         ) and if the payment is in complete settlement
69    of such claim or suit. If the amount required for settlement exceeds the above amount, the parties hereto shall assume and take over
70    the further handling of the claim or suit, unless such authority is delegated to Operator. All costs and expenses of handling settling,
71    or otherwise discharging such claim or suit shall be a the joint expense of the parties participating in the operation from which the
72    claim or suit arises. If a claim is made against any party or if any party is sued on account of any matter arising from operations
73    hereunder over which such individual has no control because of the rights given Operator by this agreement, such party shall
74    immediately notify all other parties, and the claim or suit shall be treated as any other claim or suit involving operations hereunder.

                                                                    - 15 -




                                                                                                                                     SEC 189037
          A.A.P.L. FORM 610- M0JJEL FORM OPERATING AGREEMENT- 1989

     1                                                                         ARTICLE XI.
     2                                                                       FORCE MAJEURE
     3        If any party is rendered unable, wholly or in part, by force majeure to carry out its obligations under this agreement, other
         than the obligation to indemnify or make money payments or furnish security, that party shall give to all other parties
          prompt written notice of the force majeure with reasonably full particulars concerning it; thereupon, the obligations of the
          party giving the notice, so far as they are affected by the force majeure, shall be suspended during, but no longer than, the
          continuance of the force majeure.          The tenn "force majeure," as here employed, shall mean an act of God, strike, lockout, or
          other industrial disturbance, act of the public enemy, war, blockade, public riot, lightening, fire, storm, flood or other act of
          nature, explosion, governmental action, governmental delay, restraint or inaction, unavailability of equipment, and any other
 I0       cause, whether of the kind specifically enumerated above or otherwise, which is not reasonably within the control of the party
 1I      claiming suspension.
 12           The affected party shall use all reasonable diligence to remove the force majeure situation as quickly as practicable. The
 13      requirement that any force majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes,
 14       lockouts, or other labor difficulty by the party involved, contrary to its wishes; how all such difficulties shall be handled shall
 15      be entirely within the discretion of the party concerned.
 16                                                                             ARTICLE XII.
 17                                                                                NOTICES
 18           All notices authorized or required between the parties by any of the provisions of this agreement, unless otherwise
 19      specifically provided, shall be in writing and delivered in person or by United States mail, courier service, telegram, telex,
20       telecopier or any other form of facsimile, postage or charges prepaid, and addressed to such parties at the addresses listed on
21       Exhibit "A."      All telephone or oral notices permitted by this agreement shall be confirmed immediately thereafter by written
22       notice.    The originating notice given under any provision hereof shall be deemed delivered only when received by the party to
23       whom such notice is directed, and the time for such party to deliver any notice in response thereto shall run from the date
24       the originating notice is received.         "Receipt" for purposes of this agreement with respect to written notice delivered hereunder
25       shall be actual delivery of the notice to the address of the party to be notified specified in accordance with this agreement, or
26       to the telecopy, facsimile or telex machine of such party.                The second or any responsive notice shall be deemed delivered when
27       deposited in the United States mail or at the office of the courier or telegraph service, or upon transmittal by telex, telecopy
28       or facsimile, or when personally delivered to the party to be notified, provided, that when response is required within 24 or
29       48 hours, such response shall be given orally or by telephone, telex, telecopy or other facsimile within such period. Each party
30       shall have the right to change its address at any time, and from time to time, by giving written notice thereof to all other
31       parties.   If a party is not available to receive notice orally or by telephone when a party attempts to deliver a notice required
32       to be delivered within 24 or 48 hours, the notice may be delivered in writing by any other method specified herein and shall
33       be deemed delivered in the same manner provided above for any responsive notice.
34                                                                             ARTICLE XIII.
35                                                                        TERM OF AGREEMENT
36            This agreement shall remain in full force and effect as to the Oil and Gas Leases and/or Oil and Gas Interests subject
37       hereto for the period of time selected below; provided, however, no party hereto shall ever be construed as having any right, title
38       or interest in or to any Lease or Oil and Gas Interest contributed by any other party beyond the term of this agreement.
39             D Option No. !: So long as any of the Oil and Gas Leases subject to this agreement remain or are continued in
40               force as to any part of the Contract Area, whether by production, extension, renewal or otherwise.
41             e    Oetian ~le. 2: In the • OBI lh• moll aoserill•d in Artiele 'lJ. '., er any sullseijuent "'ell drilloa under a•) pra«ision
42                  af this agreement, results in !he Gempleties ef a well as a "'ell •BJlalllo ef preauetia• ef Oil analer Gas i• pai·i•g
43                  ijUantities, this agreemeRt shall eollliRue is foree so losg as any sueh "ell is •BJlallle of proauotien, ana for aa
44                  additienal    period     ef              dayo    thereafter;         pre ·ided,    hB"IO"er,     if,   prior    te   !he   &J<pi>ation   ef   sueh
45                  a<llliliaaa' periaa, o"" or mo•e of tho parties l>Bfete a;e engagoa in arilling, Remorleieg, Deepening, Sidetraeleing,
46                  !'lugging Bae!<, testiRg or alte!Hpting le Cemplete er Re 6Bfflplete a ·veil or                          ells hereu•aor, this agree!Hent shall
47                  eon!inue i• fereo uRtil sueh opeflllions haYe Ileen eempleted ana if proauetion results lhereife!H, this agreement
48                  shall eoatinue in foreo as prel'idea herein.            In tho ., em the well aese•illea in latiele VI.A, o• OR) subseijueRt .. ell
49                  arillea kereunaer, ••suits in a Gfl' hale, and ee ether .. oil is G"Jlallle of preaueieg Oil aaEller Gas !fem tile
50                  Cenlfoot     Area,     this   agreement     shall      teffflinate     unless     drilliag,    9eepORing,      Sidotraekieg,   Co1Apleting,    Re
51                  eompleting, Plugging Baek or Re" erl•ing aperations are ee!Hmeneed "'ithin                                                           days lfe!H the
52                  date ef allaaden1Aont ef said well.          "AllOR<lonmoRt" fe• sueh pu!poses shall !Roan oilher (i) a aeeisien ll) all parties
53                  net to eonauet OR) fufther epeFations an the "ell er (ii) the elilJlse of I 89 Ell!) s frolA the eonauot ef any
54                  ep01atio11s on the ""oil, whielle, er iirst oeeUFs.
55           The termination of this agreement shall not relieve any party hereto from any expense, liability or other obligation or any
56       remedy therefor which has accrued or attached prior to the date of such termination.
57           Upon termination of this agreement and the satisfaction of all obligations hereunder, in the event a memorandum of this
58       Operating Agreement has been filed of record, Operator is authorized to file of record in all necessary recording offices a
59       notice of tennination, and each party hereto agrees to execute such a notice of tennination as to Operator1s interest, upon
60       request of Operator, if Operator has satisfied all its financial obligations.
61                                                                             ARTICLE XIV.
62                                                    COMPLIANCE WITH LAWS AND REGULATIONS
63       A. Laws, Regulations and Orders:
64           This agreement shall be subject to the applicable laws of the state in which the Contract Area is located, to the valid rules,
65       regulations, and orders of any duly constituted regulatory body of said state; and to all other applicable federal, state,
66       and local laws, ordinances, rules, regulations and orders.
67       B. Governing Law:
68           This agreement and all matters pertaining hereto, including but not limited to matters of performance, non-
69       periormance, breach, remedies, procedures, rights, duties, and interpretation or construction, shall be governed and
70       determined by the law of the state in which the Contract Area is located.                            If the Contract Area is in two or more states,
71       the law of the state of_~T~e~••~s~_ _ _ _ _ shall govern.
72       C. Regulatory Agencies:
73           Nothing herein contained shall grant, or be construed to grant, Operator the right or authority to waive or release any
74       rights, privileges, or obligations which Non-Operators may have under federal or state laws or under rules, regulations or

                                                                                  -16-




                                                                                                                                                             SEC 189038
         A.A.P.L. FORM 610- MOuEL FORM OPERATING AGREEMENT- 1989

         orders promulgated under such laws in reference to oil, gas and mineral operations, including the location, operation, or
     2   production of wells, on tracts offsetting or adjacent to the Contract Area.
     3                With respect to the operations hereunder, Non-Operators agree to release Operator from any and all losses, damages,
     4    injuries, claims and causes of action arising out of, incident to or resulting directly or indirectly from Operator's interpretation
     5    or application of rules, rulings, regulations or orders of the Department of Energy or Federal Energy Regulatory Commission
     6    or predecessor or successor agencies to the extent such interpretation or application was made in good faith and does not
          constitute gross negligence.         Each Non-Operator further agrees to reimburse Operator for such Non-Operator's share of
          production or any refund, fine, levy or other governmental sanction that Operator may be required to pay as a result of such
  9       an incorrect interpretation or application, together with interest and penalties thereon owing by Operator as a result of such
 1O       incorrect interpretation or application.
 II                                                                   ARTICLE XV.
 12                                                                MISCELLANEOUS
 13       A. Execution:
 14           This agreement shall be binding upon each Non-Operator when this agreement or a counterpart thereof has been
 15      executed by such Non-Operator and Operator notwithstanding that this agreement is not then or thereafter executed by all of
 16      the parties to which it is tendered or which are listed on Exhibit "A" as owning an interest in the Contract Area or which
 17      own, in fact, an interest in the Contract Area. Operator may, however, by written notice to all Non~Operators who have
 18      become bound by this agreement as aforesaid, given at any time prior to the actual spud date of the Initial Well but in no
 19      event later than five days prior to the date specified in Article VI.A. for commencement of the Initial Well, terminate this
 20      agreement if Operator in its sole discretion determines that there is insufficient participation to justify commencement of
 21      drilling operations. In the event of such a termination by Operator, all further obligations of the parties hereunder shall cease
 22      as of such termination.          In the event any Non-Operator has advanced or prepaid any share of drilling or other costs
23       hereunder, all sums so advanced shall be returned to such Non-Operator without interest.            In the event Operator proceeds
24       with drilling operations for the Initial Well without the execution hereof by all persons listed on Exhibit "A" as having a
25       current working interest in such well, Operator shall indemnify Non-Operators with respect to all costs incurred for the
26       Initial Well which would have been charged to such person under this agreement if such person had executed the same and
27       Operator shall receive all revenues which would have been received by such person under this agreement if such person had
28       executed the same.
29       B. Successors and Assigns:
30            This agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs,
3I       devisees, legal representatives, suocessors and assigns, and the terms hereof shall be deemed to run with the Leases or
32       Interests included within the Contract Area.
33       C. Counterparts:
34            This instrument may be executed in any number of counterparts, each of which shall be considered an original for all
35       purposes.
36       D. Severability:
37       For the purposes of assuming or rejecting this agreement as an executory contract pursuant to federal bankruptcy laws,
38  this agreement shall not be severable, but rather must be assumed or rejected in its entirety, and the failure of any party to
39  this agreement to comply with all of its financial obligations provided herein shall be a material default.
40                                                                 ARTICLE XVI.
41                                                              OTHER PROVISIONS
42
43  This Joint Operating Agreement is subject to the additional terms and provisions which are contained in Article XVI attached hereto.
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74

                                                                    - 17 -




                                                                                                                                 SEC 189039
      A.A.P.L. FORM 610- MODEL FORM OPERATING AGREEMENT- 1989

           IN WITNESS WHEREOF, this agreement shall be effective as of the !st day of May, 2008.

                                                                      OPERATOR




                                                                      Title President


                                                                      Date___.i-F-f-4+-""'-z.~/7_,=-=~__,~.....,_~   __

                                                                      Tax ID or S.S. N o . - - - - - - - - - - - - -

                                                       NON-OPERATORS

 IO

 11


 12

                                                                      Type or print name
 13
                                                                      Title Manager
 14

 15
                                                                      Date~~_,_/_,__/u~,l--'/20:)~-~,,__l_
                                                                      Tax ID or S.S. N o . - - - - - - - - - - - - -
 16

17

18

19                                                                    Lester Smith
                                                                      Type or print name
20
                                                                      Title President

21
                                                                      Date   _......~+=/a.....,[p'-'-/
                                                                                       I          I
                                                                                                     ........
                                                                                                      Q.c......rc.,,.....r§_,____ _
22
                                                                     TaxIDors.s.No.        rJ<o-QO '147'/fo
23
                                                                     MARK P. HARDWICK
24
                                                                   By _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __
25
                                                                     Date _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __
26
                                                                     Tax ID or S.S. N o . - - - - - - - - - - - - -
27

28                                                                   STEVE BLAYLOCK

29                                                                 By - - - - - - - - - - - - - - - - - -
                                                                     Date _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __
30


31                                                                   Tax ID or S.S. N o . - - - - - - - - - - - - -

32
                                                                     ELGER EXPLORATION INC.
33
                                                                   By - - - - - - - - - - - - - - - - - -
34
                                                                     Je   El er
                                                                     Type or print name
35
                                                                     Title President
36
                                                                     Date _ _ _ _ _ _ _ _ _ _ _ _ _ _ __
37

                                                                     Tax ID or S.S. N o . - - - - - - - - - - - - -
                                                          - 18 -




                                                                                                                       SEC 189040
          A.A.P.L. FORM 610- Mvi.>EL FORM OPERATING AGREEMENT- 1989


                                                                        ACKNOWLEDGMENTS


                Note: The following forms of acknowledgment are the short forms approved by the Uniform Law on Notarial Acts.


          The validity and effect of these forms in any state will depend upon the statutes of that state.
     4

          Acknowledgment in representative capacity:

          State of Texas
                                                SS.
          County of Lubbock


          This instrument was acknowledged before me on this
          President of RAW OIL & GAS, INC.
                                                                        a       day of   -~·-)~l~ill---.e.,.._____,                 2008, by Joe D. Hardin as




 JO
     9
          (Seal, if any)                                                                   lnodn YaQck>3
                                                                                         Title (and Rank) _ _ _ _ _ _ _ _ _ _ _ _ _ __
                                 . SANDRA VALDEZ

                                                                                                                  -~_,_.'-'J_,~....,O--_,_l...,'L-...0........,l'-'l.___
 11                            Notary Public, State of Texas
                                My Commission Expires                                    My commission expires:
                                     March 23, 2011
 12


 13
          State of Texas
                                            SS.
 14
          County of Lubbock
 15
         This instrument was acknowledged before me on this             }'2,    day of _ _   ~~~--e~----~·                         2008, by Joe D. Hardin as
 16      Manager of RAW ENERGY, LC.


 17
                                    SANDRA VALDEZ
                                                                                              limdttfL Voilii't
                              Notary Public, State of Texas                            Title (and Rank) _ _ _ _ _ _ _ _ _ _ _ _ _ __
 18
                               My Commission ExplreJ

 19
                                    March 23, 2011                                     My commission   expires~ l '2 D }1,Q 11
20

         State of Texas
21
                                            SS.


22
         County of        fhrfi2
23
         This instrument was acknowledged before me on this             _f;J/.JJ day of ~<._..\...,1t!u(\_.e_..._,L"---------~· 2008, by Lester Smith as
         President of SMITH ENERGY COMPANY.                                                     ~
24
         (Seal, if any)
                                                      JUDITH MILLS                    --7-1~+1-11--""\.'-"'----------
25


26

27
                             9     "'
                                                      NOTARY PUBLIC
                                                       State of Texas
                                                  Comm. Exp. 04-09-
                                                                   2011
                                                                                      Title (and    nk) _ _ _ _ _ _ _ _ _ _ _ _ __


                                                                                      My commission expires:         L./-{) q-2,0 )j


28       Individual acknowledgment:

29       State of Texas
                                        ) SS.
30       County of Midland              )

31          This instrument was acknowledged before me on this _ _ day of ----------~ 2008, by MARK P.
         HARDWICK.
32
         (Seal, if any)
33
                                                                                      Title (and Rank) _ _ _ _ _ _ _ _ _ _ _ _ _ __
34

                                                                                      My commission e x p i r e s : - - - - - - - - - - - -
35

36

37


                                                                             - 19 -




                                                                                                                                                       SEC 189041
      A.A.P.L. FORM 610- MODC.L fORM OPERATING AGREEMENT- \'lb,.

            IN WITNESS WHEREOF, tliis agreemcnl shall be effective as of the 1st day of May, 2008.

                                                                          OPERATOR




                                                                          Title President


                                                                          Date~//~ I 0=--<-g}_,____
                                                                          Tax ID or S.S. N o . - - - - - - - - - -

                                                         NON-OPERA TORS



                                                                                   'NE

                                                                          ~
10
                                                                                         GY,y:\      ))   _   ,,1

                                                                                             A_,J~--
11
                                                                     By
.12

13
                                                                          ~~------------
                                                                          Type or print name

                                                                          Title Manmzer - , - - - - - r - - - - - - - - -

                                                                                 _k/t~77i:Ps
14

                                                                          Date
15
                                                                          Tax ID or S.S. No.
16

17

18

19                                                                        Lester Smitb
                                                                          Type or print name
21)
                                                                          T1tle~£"'1en,,,t~--------------

21
                                                                          Date      (o 1 btn •Jog
22
                                                                          Tax 1D or S.S. No._   rz (o - 0 Q 4'-{?'f lz
23
                                                                          MARK I'. HARDWICK
24
                                                                     By
25
                                                                          Date
26
                                                                          lax ID or S.S. N o . - - - - - - - - · - - - - -
27

28                                                                        STEVE BLAYLOCK

29
                                                                     By - - - - - - - - - - - - - - - - - - -

30                                                                        Dale _ _ _ _ _ _ _ _ _ - - - - - - - -


31                                                                        Tax ID or S.S. No.

32
                                                                          ELGi;;R EXPI.ORA'l'ION INC.
33
                                                                     By----- --------··-·---
34
                                                                          ~J;•..,l•"'er,___ _ _

                                                                          Type or print name
35
                                                                          Title Pre.~ident
36
                                                                          Date
37

                                                                          Ta' ID or S.S. N o . - - - - - - · - - - -
                                                             - 18.




                                                                                                                             SEC 189042
       A.A.PL FORM 610- MODt:.L FORM OPERATING                                             AGREEMENT-1~tl9



                                                                           ACKNOWLEDGl\IE1'TS


             Note: The following fonns of acknowledgment arc lhe short fonns approved by the Uniform Law on Notarial Acts.

      The validity and effect of these fonns in any S[ate will depend upon the statules of that state.



      Ackn(>wledgmcnt in representative capacity·

      State of Texas
                                            SS,
      County or Lubbock

      This instrument was acknowledged before me on this                   1.2_ day of --'J,,.....un.,,,'-=e._.----~ 2008, by Joe D. I-Jardin as
      President of RAW OIL& GAS, INC.



10
      (Seal, if any)
                                                       SANDRA VALDEZ
                                                  Notary Public, State of Texas
                                                                                             ~VOOC!L~
                                                   My Commission Expires                Title (and R a n k > - - - · - - - - - - - - · - - - -
                                                       Marc:l! 23, 2011
II
                                                                                        M)• commission expires:   Q~----
12

13
      State of Texas
                                        SS.
14
      County of Lubbock
15
      This instrument was   ac~nowledged before me on this 12.- day of __j_LLne_,_____, 2008) hy Joe D. Hardin as
16    Manager of RAW El'iERGY, LC.


17

18                                                                                      Title (and Rank)


19                                                                                      My commission e<pires:Q/'LQ       l'2.Dl l
20
      State ofTe<as
21

                        /low
                                        SS.

      County of
22


2.l


24

25
      (Seal, if any)       e
      This instrument was acknowledged before me
      President of SMITH .ENERGY COMPANY.
                                                              ot1




                                                     JUDITH MILLS
                                                     NOTARY PUBLIC
                                                                    this




                                                       State of Texas
                                                  Comm. Exp. ~2011
                                                                           ~ day of _,,.<Ll,..,.ne"""._....t'--·-----· 2008. by Lesler Smith as


                                                                                            7
                                                                                               ~ILJ

                                                                                                       M\J.)/
                                                                                                             l {\

                                                                                        Titler Rank) - - - .- - - - - - - - - - - -
26
                                                                                        MycommissionL-xpires:     lf-Ot/-9.LJ JI
27

28    Individual acknowledgment:

29    State oflexas
                                    ) S1'
30    Count} of Midland

31          This instrument was acknowledged before me on this _ _ day of-----------~ 2008, by MARK P.
      HARDWICK.
32
      (Seal, if arty)
33
                                                                                        Title (Rnd Ronk) _ _ _ _ _ _ _ _ _ _ _ _ _ __
34
                                                                                        My commission expires:---------
35

36

37


                                                                                - 19-




                                                                                                                                                   SEC 189043
      A.A.P.L. FORM 61 o - MOD.             FORM OPERA TING AGREEMENT- L

            IN WITNESS WHEREOF, thi,, agreement shall be effective t\S of the 1st day of May. 2008.

                                                                          OJ'EHATOR




                                                                          Type or print name

                                                                          Title Prc:filde,,,nt~---     -----·-·----·


                                                                          Tax ID or S.S. N o . - - - - - - - · - - · - - - - - - -

                                                         NON-OPERA TORS

 10
                                                                          RAW ENERG\', LC
 11
                                                                    By
 12
                                                                          l2£..Q. Hardin
                                                                          1'ype or print name
 13

                                                                          Title M==•=•~'------------
 14

                                                                          Date
 15
                                                                          Tax ID or S.S. No. __________ .. _ _ __
 16

 17                                                                       SMITH ENERGY COMPANY

 18                                                                 By - - - · - - - - - · - - - - - - - - - -

 19                                                                       ~-------------
                                                                         Type or print name
20
                                                                         Title Presjde111

21                                                                       Dote _________________

22
                                                                         T•x ID or S.S. No.           ·-----·------·-
23

                                                                         MARK P. HARDWICK
24

                                                                    By - - - - - - - - - - - - · - - - - - - -

                                                                         Dat•-----------·
16
                                                                         Tax !Dor S.S. N o . - - - - - - - - - - - - -
27

28

29

30                                                                            ' 7 //ai!___ --~~~
                                                                         Dato7b

JI                                                                       Ta.x!DorSSNo.1C? fl/!)(.._(.. '7 __



                                                                         ELGER EXPLORATION INC.
33
                                                                    By----·-·
34
                                                                         Jerry Elger
                                                                         Type or print name
35
                                                                         Title Presiden_t_ _ _.._ _ _ _ __
36
                                                                         Date     ---------------·--
37

                                                                         Tax ID or S.S. N o . - - - - - - - - · - - - - -
                                                            -18 -




                                                                                                                                     SEC 189044
       A.A.P.L. FORM 6tu - MOD                        FORM OPERA TING AGREEMENT - I


                                                                  ACKNOWLEDGMENTS

             Note: The following fom1s of •cknowkdgment are rhe short fom1s approved by the Uniform I.aw on Notarial Acts.

       The validity and effecl of these fornts in any state will depe11d upon the statu1es of that state.



       Acknowledgment in representativi; capacity;


       State ofTe....as
                                          SS.
       County of Lubbock

       This instrument was acknowledged before n1e on this
       President of RAW OIL & GAS, INC.
                                                                  tt        day of        ~>-)~w~~\_,_JI _______~ 2008, by Joe D. Hardin as

 10                                       SANDRA VALDEZ
                                                                                       _lnoOI\O- YaQ.dJ4-.--
                                    Notaiy Public, State of Texas
                                                                                       Title (and Rank)
                                     My Commission Expires
 IJ                                      March 23, 20 II
                                                                                       My commission expires:   Qi_a?) \ffi l
12


 13
      Slate of Texas
                                      )   SS.
14
      County of Lubbock               )
 15
      This instrument was acknowledged before me on chis           ~y ---"j~~u1=~\_,}_,_____,
                                                                                  of
                                                                                                           I
                                                                                                                        2008, by Joe D. Hardm as

16    Manager of RAW ENERGY, LC.


17    (Seal, if any)                                                                       lD.mrc~ VoDmz-2
                               SANDRA VALDEZ                                           Title (and Rank)
18                        Notary Public, State of Texas
                            My Commission Expires
19                              March 23, 2011                                         My commi.o.;slon expires:-------------


20
      Stato of Texas
21
                                          SS.

      Coumyof
22

      'This instrument was acknowledged before me on this - - · · day o f - - - - - - - -                         _ , 2008, by Lester Smitb as
23
       Pre•ident of SMITH ENERGY COMl'ANY.

24
      (Seal, if any)

25
                                                                                       'fitle (and Rw1k)

26
                                                                                       My comn1ission expires:-----------

27


28    [ndividual acknowledgment:

29    State ofTex as
                                     ) SS.
30    County ot' Midland             )

31          This instrument was acknowkdged before. me on this _ _ day of _ _ _ _ _ _ _ _ _ _ _J 2008. by MARK P.
      HARDWICK.
32
      (Seal, if any)
33
                                                                                   Tille (and Rank)
34
                                                                                   My commission expires:------- _ _ _ __
35


36

37


                                                                          - 19-



                                                                                                                                                   \~


                                                                                                                                                   SEC 189045
      A.A.P .L. FORM 61 o - MOD. . FORM OPERATING AGREEMENT - L vJ


      Individual acknowledgment:


      State ofTcxas
                                   ) SS.

      County of Midland            )

         This instmment was acknowledged before me on this ~_ES!_ day of -··               July__________ . 2008,   by STEVE
      BLAYLOCK.

      (Seal, if•ny)                                                     -~·~t!k4~:~ c1 t:c)~~-·
                                                                                              Notary Public State of Texas
                                                                        Title (and R•nk) _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __

                                                                        My commission expires:_,    6/12/0_9______ _



 Io   State ofTexas
                                       SS.
 11   County of _ _ _ _ _

 12   This instrument was acktlowledged before me   011   this _ _ day of .          - - - - - - - ' 2008, by Jerry Elger as
      President of ELGER EXP!.ORATION INC.
 13
      (Seal, if any)
 14
                                                                        Title (and Rank)
 15
                                                                        My commission expir~s: - - - - - - - - - - - - - -
 16

 17

 18

19

10

21


22

23

24

25

26

27


28


29

30


31


32

33

34


35

36

37


                                                                -20-




                                                                                                                               SEC 189046
      A.A.P.L. FORM 610- MOD •. _ FORM OPERATING AGREEMENT- h. ,

           IN WITNESS WHEREOF. tl'" agre<:ment shall be elfoctive as of the 1st day of May. 2008.

                                                                         OPERATOR




                                                                         Type or prin1 name


                                                                         Title President"-------

                                                                         Dote __ /;:/:I/ U I/uf;
                                                                                    +r·-+
                                                                         Tax ID or S.S. N o . - - - - -

                                                        NON-Ol'ERATORS

 lO
                                                                         RAW ENERGY, LC
 11
                                                                   lly _ _ _ ..
                                                                                                       -----··----
 l2
                                                                         Joe D. Hardin
                                                                         Type or pri11t nante
 LJ

                                                                         'l'itle .M="'="~ge~'---
 l4
                                                                         Date _ _ _
 JS
                                                                         'fax ID or S.S. No
 16


 17                                                                      SMITH ENERGY COMI'AN\'

 !8                                                                By


 l9                                                                     ,.Lc..,·s.,lC,_r.,,Sn"'11w'th,__ _ _ -------~-·----
                                                                        Type or print name
20
                                                                        Title Pre:;idcm

21
                                                                        Date

22

23

24

25

26
                                                                        Tax ID or S.S. N o . - - - · - - - - - - · - - - - -
27

28                                                                      STEVE BLAYLOCK

29
                                                                   By - - - - - - - - - - - - - - - - - ·
                                                                        Date._ _ _ _ _ _ _ __
30

Jl                                                                      Tax ID or S.S. No.


32
                                                                        E:(;ER f.XJ'LORA~T!ON
                                                                                           INC.                     --·
33
                                                                   0-C~~-----
                                                                   .    (~l_,,
34
                                                                        Jerry E ! . , , e = . ' - - - - - - - - - - - - - ·
                                                                        Type or print name
35
                                                                        Title President
36

37
                                                                        Date         7/ gI/o""-'g,._·_ __
                                                                                          i
                                                                        lax !Dor S.S. No.     _li.::2fi.!i.tl._.3,,},,_'7-r---
                                                           - 18"




                                                                                                                                 SEC 189047
       A.A.P.L. FORM 6lu - MOD.                       i'ORM OPERATING AGREEMENT- L


                                                                 ACKl'iOWLEOGMENTS

             No1e: The following fonns of acknowledgmenl are the shon fonns approved by lhe Uniform Law "'' Notarial Acts.

       The validi~; and effect of these foons in any slate will depend upon the statutes oflhul state.


       Acknowledgment in representative capacity:

       State ofTexas
                                             s~.

       County ol' Lubbock                )

                                                                 \~day of~\~·------~
       This mSlrument was acknowledged before me on lhis
       President of RAW OIL& GAS, I N C . ! > : :                                                               .;·    d   2008, by Joe D Hardin as




 10
       (Seal, if an
                                        SAND~A VALDEZ
                                                                                        mrrlJiO.\(ill .J=-\ot-+---
                                   Notary Public, State of Texas                     Title (ond Rank)                  _
                                    My Commission Expires
 11                                          March 23, 2011
                                                                                     My commissioncxpireQI            QO\OO\_\__
 12

 13
      Stiue of Texas                 )
                                     )       SS.
 14
      County of Lubbock              )
 15
       This lnSlrument was acknowledged before. me on this       ~~Y ~y         of                                         ,
                                                                                                                           200&, by Joe D. Hardin as
 16   M a n a g c r o f R A W E N E R G Y , L C . l " .~                                                        ~·,
                                                                                                                  . ;,

 17                              SANDRA VALDEZ
                                                                                       LlU___l0}(';._                 vQS1 . · _
                            Notary Public, State of Texas
                              My Commission Expires                                  Title (and Rank) _ _ _ _ _ _ _ _ _ _ _ _ _ __
18
                                 March 23, 2011

19
                                                                                     My commission      explres:O!.~~~;?)=·~\Of=_)~l. l
20

      Siute of Texas
21
                                             SS.
      County of _ _ _ __
22

      This instrument was acknowledged before me on this ___ dtty of                      - - - - - - - - - - ' ' 2008, by Lester Smith as
23
      President of SMITH ENERGY COMPANY.

24
      (Seal, if any)

25                                                                                   Title (and Rank) _ _ _ _ _ _ _ _

26
                                                                                     My commission expires:
27

28    Individual acknowledgment:

29    State of'f«as
                                     ) SS.
30    County of Midland              )

3I          This instmment was acknowledged before me on this          8!._~ day of _...'l-"=-"'1-------~ 2008, by ~to\RK P.
      HARDWICK.
32
      iS•al, if any)
33
                                                                                 Title (and Rank)
34

                                  LINDSAY RYAN !>AVIS                            My c-0mmission expires;
35                             Notary Pubiic, State of Texas
                                My Commission Expires
36                                  March 11, 2012

37


                                                                        - 19.




                                                                                                                                                       SEC 189048
         A.A.P.L. FORM         610 -       MOI:        FORM OPERATING AGREEMENT- l


         Individual acknowledgme11t:

         State ofTexas
                                       ) SS.

         County of Midland             )
     4
            This instrunu:nt was acknowledged before me on this _ _ day of                            -----~ 2008, by STEVE
         BLAYLOCK

         (Seal, if any)

                                                                                  Title (and Rank)


                                                                                  My commission expires:-----.. ~·-----·---




 ID      State of Texas

                     Mi~
                                            SS.

 ll      CountyQf

 12      TI1is immument was ackJ'lowledged before me on this        ~ day of -'-.<..\-""'""'-\---------> 2008. by Jerry Elger us
         President of ELGER EXPLORATION fNC,
 13
         (Soal, if any)
 14
                                               LINDSAY RYAN DAVIS                 Title (and Rank)

                                                                                                     expire;:-~--·--------
 l5                                        Notary Public. State of Texas
                                             My Commission Expires
                                                  March 11, 2012                  My commission
 16

 17

 18

 19

20

21

22


23

24

25

26

27


28


29


30


31

32

33

34




36

37


                                                                           -20-




                                                                                                                                   SEC 189049
          A.A.P.L. FORM 610-MulJEL FORM OPERATING AGREEMENT- 1989


          Individual acknowledgment
      2
          State of Texas
                                      ) SS.

          County of Midland           )
      4
                This instrument was acknowledged before me on this _ _ day of _ _ _ _ _ _ _ _ _ _ _ , 2008, by STEVE
          BLAYLOCK.


          (Seal, if any)

                                                                  Title (and Rank) _ _ _ _ _ _ _ _ _ _ _ _ _ __


                                                                  My commission expires: _ _ _ _ _ _ _ _ _ _ __




 10       State ofTexas
                                          SS.
 11       County of _ _ __


 12       This instrument was acknowledged before me on this _ _ day of - - - - - - - - - - - • 2008, by Jerry Elger as
          President of ELGER EXPLORATION INC.
 13
          (Seal, if any)
 14
                                                                  Title (and Rank) _ _ _ _ _ _ _ _ _ _ _ _ _ __
 15
                                                                  My commission expires: _ _ _ _ _ _ _ _ _ _ __
 16

 17


 18

 19

 20

 21

22

23


24

25

26

27


28


29

30

31

32


33

34


35

36


37


                                                          -20-




                                                                                                             SEC 189050
                                           JOINT OPERATING PROVISIONS

                                                       ARTICLE XVI

                                    To be attached to and made a part of that certain Joint
                                     Operating Agreement dated May 1, 2008, between
                                               Raw Oil & Gas, Inc. as Operator
                                     and Smith Energy Company, eta!, as Non-Operator


 A. Royalties. Overriding Royalties and Other Payments:

          1. As used herein, the term "Existing Burdens" shall apply separately to each Lease and means all royalties and
 overriding royalties and other payments carved out of the Leasehold estate with which each Lease covered by this
 Operating Agreement is burdened as of the effective date hereof.

         2. Each party shall pay or deliver, or cause to be paid or delivered, its proportionate part of all Existing
 Burdens and shall hold the other parties free from any liability therefor.

 B. Rentals. Shut-in Well Payments and Minimum Royalties:

         I. All rentals, shut-in well payments and minimum royalties which may be required under the terms of any
Lease shall be administered and paid by Operator and charged to the Joint Account except where otherwise expressly
provided to the contrary in this Operating Agreement. Any party may request and shall be entitled to receive proper
evidence of all such payments.

         2. Operator shall diligently attempt to make or cause to be made proper payment of any rentals and/or shut-in
well payments and/or minimum royalties under the foregoing provisions, but Operator shall not be held liable to the
other parties in damages for the loss of any Lease or interest therein if, through mistake or oversight, any rental and/or
shut-in well payment and/or minimum royalty is not paid or is erroneously paid. The loss of any Lease or interest therein
which results from Operator's failure to pay or an erroneous payment of rental and/or a shut-in well payment and/or a
minimum royalty shall be borne jointly by the parties hereto under the provisions of Article IV.B.3.

           3. Each party hereto shall be obligated to bear its proportionate part of any and all rentals necessary to
continue in force and effect the Oil and Gas Leases covered by this Agreement unless and until it timely gives the notice
provided for in the next sentence hereof. If any party does not wish to bear its proportionate part of any rental necessary
to continue in force any Lease covered by this Agreement, such party may give Operator and all other parties hereto
written notice of such election, and the party giving such written notice shall be released of obligation to bear its
proportionate part of any rentals which accrue under the terms of the Leases specified in such written notice at any time
after thirty (30) days after the date Operator receives such party's aforesaid written notice. Unless mutually agreed,
otherwise, the proportionate part of the rental attributable to any such Lease which would have been borne by the party
giving the aforesaid written notice shall be borne by the parties hereto who do not exercise the aforesaid election, in the
proportion that the interest of each bears to the total of their Interests, and the party giving the aforesaid written notice of
election not to pay its part of such rental shall assign, without express or implied warranty of title, all of its interest in the
Lease or Leases specified in said written notice to the aforesaid parties in the respective proportions that they bear the -
rental on any such Lease or Leases.

C. Removal of Operator-Vote of all Parties.

         Operator may at any time be removed with or without cause by the affumative vote of the owners of the
majority interest in the Contract Area based upon ownership as shown in Exhibit "A".

D. Transition.

         Upon the selection of the successor operator, the Operator who has been removed or has resigned shall
promptly deliver to the successor operator all original records relating to operations on the Contract Area, including
current accounting information with regard to the status of the joint account, information concerning all invoices not yet
paid by the operator who has resigned or been removed, all logs, maps and all other information concerning operations.
Duplicating expenses required by virtue of the change of operators shall be charged to the joint account.

E. Financing Statement.

          The security interest granted to each Operator and Non-Operator under Paragraph VII.B. of this agreement
which secures payment of each party's share of costs and expenses of operations shall extend to each such party's share
of all Oil and Gas, equipment, fixtures, personal property, accounts, inventory and general intangibles and proceeds or
products thereof relating or pertaining to the Leases and lands included in the Contract Area as described in Exhibit "A"
attached hereto. For purposes of compliance with TEXAS BUSINESS AND COMMERCE CODE, Sec. 9.302, each
party agrees that this instrument shall serve and may be filed as a financing statement to perfect the security interest
mutually granted herein. In that regard, each party hereto agrees that its signature below shall be its signature as debtor
of an appropriate financing statement, and that for purposes of compliance with the requirements of Sec. 9.402 of the
TEXAS BUSINESS AND COMMERCE CODE each secured party and debtor's names and addresses are as follows:




                                                                                                                     SEC 189051
                        The names and addresses               The names and address
                        of secured parties are:               of debtors are:

                        SEE EXHIBIT "A"                       SEE EXHIBIT "A"

           The collateral to which the securicy Interests apply are all of each debtor's interest in Oil and Gas, equipment,
 fixtures, personal property, accounts, inventoiy and general intangibles and proceeds or products thereof relating or
 pertaining to the Oil and Gas Leases covered by this agreement and included in the Contract Area as described in
 Exhibit "A".

 F. Deemed Non-Consent for Defaulting Pavment.

           If the lien conferred in Article VII.B has been enforced, or if any party to this agreement shall fail to pay its
 share of costs and expenses incurred in operations of the Contract Area for a period of 90 days from the date of
 Operator's invoice therefor, Operator may notify the affected party of its default by certified mail, return receipt
 requested, and if such party fails to cure the default within IO days from the date of receipt of Operator's notice, by
 payment in full of all invoices for operating costs which have been due for more than 30 days, the affected party shall be
 deemed in non-consent status and for so long as the affected party remains in default it shall have no further access to the
 Contract Area or information obtained in connection with operations hereunder and shall not be entitled to vote on any
 matter hereunder. As to any proposed operation in which it otherwise would have the right to participate, such party
 shall have the right to be a Consenting Party therein only if it pays the amount it is in default before the operation is
 commenced; otherwise it automatically shall be deemed a Non-Consenting Party to that operation. Nothing herein shall
 affect each party's right to protest any item charged to the joint account by Operator under the provisions of Article 1.5.
 ofExhibit "C" attached hereto.

 G. Trustee's Sale for Defaulting Pavment.

           If Operator should elect to proceed to foreclose the lien of Operator as against the interest of a Non-Operator
having an interest in the Contract Area, this operating agreement does hereby include provisions for non-judicial sale
 under the laws of the State of Texas and David Cotton is hereby appointed as Trustee for such purpose. Upon such
 default, said Trustee or Operator shall at least 21 days preceding the date of nonjudicial sale serve written notice of the
proposed sale by certified mail to Non-Operator according to records of Operator. Service of such notice shall be
deemed completed upon deposit of a notice enclosed in a post-paid wrapper properly addressed to the Non-Operator and
each other party obligated to pay such obligations at the most recent address or addresses as shown on the records of
Operator in a post office or other official depositoiy under the care and custody of the United States Postal Service. The
affidavit of any person having knowledge of the facts to the effect that such service was completed shall be prima facie
evidence of the fact of service. After such notice, said Trustee shall proceed to sell all of the Interests of Non-Operator
in the Contract Area at public auction to the highest bidder for cash after having given notice of the time and place of
sale and in the manner and after the advertisement of such sale as now required by the statutes of the State of Texas in
making sales ofreal estate under deeds of trust. Sale of a part of the realty would not exhaust the power of sale and sales
may be made from time to time until all of the property is sold or the obligations paid in full. Said Trustee shall have
authoricy to appoint an attorney in fact to act as Trustee in conducting the foreclosure sale and executing a deed to the
purchasers; and it is further agreed that said Trustee or his successor may sell said property together or in lots and/or
parcels as to him shall deem expedient and after such sale as aforesaid shall make, execute and deliver to the purchaser
or purchasers thereof good and sufficient deeds, assignments or other lawful conveyances to vest in said purchaser or
purchasers title to the Non-Operator's interest in the Contract Area in fee simple together with all personal property used
or obtained in connection therewith and together with all of the proceeds of production attributable thereto including
proceeds of production held by any party for the payment to Non-Operator. From the proceeds of said sale said Trustee
shall first pay all charges, costs and expenses in executing these provisions and secondly pay any sums due by the
Trustee for taxes in the preservation of the security and thereafter pay all of the remaining sums to Operator for the
satisfaction of the debts of Non-Operator hereunder and the balance, if any, shall be paid to Non-Operator.

          It is agreed that such sale shall be a perpetual bar against Non-Operator and its heirs, successors and assigns
and legal representatives and all other persons claiming under him, them or any of them. It is further agreed that said
Trustee or any holder or holders of said obligation of Operator shall have the right to become the purchaser or
purchasers at such sale if they are the highest bidder or bidders in which event the bid or bids may be credited upon said
indebtedness of Non-Operator. It is stipulated and agreed that in case of any sale hereunder by Trustee or his successor
all prerequisites of said sale shall be presumed to have been performed and any conveyance given hereunder, all
statements of fact or recitals therein made as to the non-payment of money secured or as to any default under the terms
hereof or as to the request of the Trustee to enforce this trust or as to the proper and due appointment of any successor or
substitute Trustee or as to the advertisement of sale or the time, place and terms of sale or as to any other preliminary act
or thing shall be taken in all courts of law and equicy as prima facie evidence that the facts so stated are true. Operator
may appoint a substitute or successor Trustee in the event the Trustee above named is unable for any reason to serve.

H. Drill or Out

          Notwithstanding any provisions to the contrary contained in Article Vl.B. should any Partv hereto. after
receiving notice from Operator of a proposal to drill a well on the Contract Area. other than the well provided for in
Article VI.A fail to timely notify Operator of its election to participate in such prooosal or should a Partv elect not to
participate in the drilling proposal. it is hereby agreed that such partv shall relinquish and assign to the participating
parties all of its Leasehold interest in and to the well and the proration unit allocated to such well. Additionally. in such
event. such non-participating Partv shall release. relinquish and surrender and forever forfeit proportionately to the
participating parties. all of the non-participating party's interest in and to all proration units which are adjoining and/or




                                                                                                                  SEC 189052
 contiguous to the proration unit allocated to such proposed well except for any thereof on which a well is situated and in
 which well the nonparticipating party participated in the drilling.

 By way of illustration. in the event a 40 acre proration unit in the form of a square is allocated to a proposed well. then a
 non-participating partv shall forfeit. release and relinquish all interest in such 40 acre proration unit together with the
 eight immediately surrounding and adjoining 40 acre proration units with the exception indicated.

 Notwithstanding any provision to the contrary contained in Article VI.. Non-Operator upon receiving Operator's
 recommendation with respect to an attempted Completion shall within the time period set forth herein, notify Operator
 of its election to participate in a proposed Completion attempt. Failure to so notify Operator shall be deemed an election
 by Non-Operator not to participate. In the event that any Non-Operator elects not to participate in the Completion
 attempt. the Non-Consenting Party shall relinquish and assign to the participating parties all of its Leasehold interest in
 and to the well and the proration unit allocated to such well, only insofar as to the interval or formation which is subject
 to the Completion attempt. Additionally, in such event. such non-participating partv shall relinquish and surrender and
 forever forfeit proportionately to the participating parties, all of the non-participating partv's interest in and to all
 proration units which are adjoining and/or contiguous to the proration unit allocated to such well, only insofar as to the
 interval or formation which is subject to the Completion attempt.

 With regard to Deepening operations, any Non-Consenting Party shall forfeit proportionately to the participating parties
 all of the non-participating party's interest in depths greater than the depth drilled in an operation for which such
 non-participating party had previously consented. The interest of any party in such relinquished and forfeited Leasehold
 rights shall be assigned proportionately to the participating parties by the non-participating party without warranty of
 title except as to claims. by, through or under Assignor. and shall be free of burdens except those created prior to the
 time the non-participating party acquired his interest in the Leasehold estate so forfeited.

 I. Sales Necessitating Separate Measurements.

          In the event of transfer, sale, encumbrance or other disposition of interest within the Contract Area which
necessitates separate measurement of production, the party creating the necessity for such measurement shall alone bear
the cost of purchase, installation and operation of such facilities.

J. Internal Revenue Code Election.

          This Operating Agreement shall not create any mining partnership, commercial partnership or other partnership
relation or joint venture, arul the liabilities of each of the parties hereto shall be several and not joint. However, solely
for Federal and State income tax purposes, the parties elect to be taxed as a partnership in accordance with the Tax
Partnership Agreement attached as Exhibit "G" hereto, but such relationship shall not be a partnership to any other
extent or for any other purpose. Notwithstanding anything to the contrary herein, the parties hereto agree that, with
respect to all operations conducted hereunder, each party hereto agrees to elect to be excluded from the application of
Subchapter K of Chapter I of Subtitle A of the Code, and each party agrees to join in the execution of such additional
documents and elections as may be required by the Internal Revenue Service in order to effectuate the foregoing. In
addition, if the income tax laws of any state in which the parties conduct operations pursuant to the terms of this
Agreement contain provisions similar to those contained in Subchapter K of Chapter I of Subtitle A of the Code, the
parties hereby agree to elect to be excluded from the application of such provisions.

K. Memorandum of Operating Agreement.

         Within ten (10) days from the execution of this operating Agreement, each party agrees to execute a
"Memorandum of Joint Operating Agreement" to be filed of record in Lynn and Terry Counties, Texas, imparting
constructive notice that the Contract Area is subject to all of the terms, conditions and provisions contained in this
agreement.

L. Power of Attorney.

           Each Non-Operator designates Operator as its respective attorney-in-fact for the purpose of executing on behalf
of such Non-Operator all instruments of release; all oil purchase agreements, gas purchase agreements and amendments
thereto; all amendments to existing Leases in the Contract Area deemed necessary by Operator and all filings required
by regulatory agencies relating to operations on the Contract Area including without limitation all NGPA filings, filings
required by the Federal Energy Regulatory Commission and the Railroad Commission of the State of Texas. This
Power-of-Attorney may be revoked only by revocation signed and acknowledged by the revoking non-operator, and
filed for record in Lynn and Terry Counties, Texas, a copy of which shall be forwarded to operator.

M. Area of Mutual Interest.

        (1) The parties hereto hereby create an Area of Mutual Interest (the "AMI") comprising all of the Contract
Area covered by this Operating Agreement.

           (2) During the term of the AMI, if any party hereto ("the Acquiring Party") acquires any Oil and Gas Lease, or
any interest therein, any unleased mineral interest or any farmout, sublease or other contract with respect thereto which
covers or affects any lands or minerals lying within the AMI ("the offered Mineral Interest"), the Acquiring Party shall
promptly notify each of the other parties hereto ("Offeree") of such acquisition. In such event, such Offeree shall have
the right to acquire his or its proportionate interest in the offered Mineral Interest in accordance with the other provisions
of this Article XVI I.




                                                                                                                   SEC 189053
            (3) Promptly upon acquiring the offered Mineral Interest, the Acquiring Party shall, in writing, advise each
 Offeree of such acquisition. The notice shall include complete xerox copies of the instruments of acquisition including,
 by way of example but not of limitation, such copies of the Leases, assignments, subleases, fannouts or other contracts
 acquired by the Acquiring Party creating or affecting the offered Mineral Interest, together with such copies of paid
 drafts, plats depicting the exact location of the acreage covered or affected thereby, Lease brokers' reports and any other
 title data relating thereto. The Acquiring Party shall also enclose an itemized statement of the actual costs and expenses
 incurred by the Acquiring party in acquiring the offered Mineral Interest ("Acquiring Costs"). Each Offeree shall have a
 period of fifteen (15) days after receipt of the notice within which to furnish the Acquiring party written notice of his or
 its election to acquire his or its proportionate interest in the offered Mineral Interest. If, however, a well in search of oil
 or gas is being drilled on lands situated within the AMI or on lands situated outside the AMI of which the result could be
 expected to materially affect the value of the offered Mineral Interest, each Offeree shall have a period of forty-eight
 (48) hours after receipt of the notice (exclusive of Saturdays, Sundays and legal holidays) within which to elect to
 acquire his or its proportionate interest in the offered Mineral Interest. It is provided, however, that the forty-eight (48)
 hour election period shall not apply unless the Acquiring Party shall give written notice to each Offeree within two (2)
 days after the date on which the Acquiring party acquired the offered Mineral Interest exclusive of Saturdays, Sundays
 and legal holidays. In addition thereto, the Acquiring Party shall also:

           (i)          furnish each Offeree with the approximate location of the well then being drilled and the name of
                        the operator or drilling contractor drilling the well; and

           (ii)         specifically advise each Offeree that each Offeree shall have a period of forty-eight (48) hours
                        (inclusive of Saturdays, Sundays and legal holidays) within which to elect to acquire his or its
                        proportionate interest in the offered Mineral Interest.

           The above information shall be in addition to the information and copies of instruments to be furnished in
 connection with the acquisition of the offered Mineral Interest as provided hereinabove. If the Acquiring Party does not
 receive written notice of election from any Offeree to acquire his or its proportionate interest within the fifteen (IS) day
 or forty-eight (48) hour period, as the case may be, such failure shall constitute an election by such Offeree not to
 acquire his or its interest in the offered Mineral Interest. Written notice from the Acquiring Party to each Offeree and
 written notice of election from each Offeree to the Acquiring Party shall be deemed given when delivered if delivered in
 person, one day after deposit with an overnight carrier such as Federal Express for delivery on the next calendar day and
 the day of transmission by telecopy (if confirmed by notice sent by Federal Express or a similar overnight carrier for
 receipt the next day). Each Offeree accepting the offered Mineral Interest shall be entitled to participate in the offered
 Mineral Interest in the proportion to which his or its ownership interest as set forth in Exhibit "A" bears to the total
 ownership Interests as set forth in Exhibit "A" of the Acquiring Party and all other Offerees who have elected to acquire
 their proportionate interest in the offered Mineral Interest. Promptly after the period for the election has expired, the
 Acquiring Party shall invoice each Offeree electing to acquire his or its Interests in the offered Mineral Interest for
 his or its proportionate part of the Acquisition Costs. In the event an Offeree elects not to acquire his or its
 proportionate interest therein, then the Acquiring Party and each of the other Offerees who elect to participate in the
 offered Mineral Interest shall bear the Acquisition Costs attributable to such non-acquiring Offeree's interest in the
 proportion to which such participating party's expense bearing interest in the AMI at such time bears to the aggregate
expense-bearing interest in the AMI at such time of the Acquiring Party and such other Offerees who so elect to
participate. Each Offeree shall itnmediately reimburse the Acquiring Party for his or its share of the Acquisition
Costs as reflected by the invoice. Upon receipt of such reimbursement or, in the case of a farmout or similar
agreement at the time the acquiring party receives its assigmnent or other instrument, the Acquiring Party shall
execute and deliver an appropriate, recordable assignment to each participating Offeree. If the Acquiring Party does
not receive the amount due from a participating Offeree within five (5) days after receipt by such Offeree of the
invoice for its share of the Acquisition Costs, the Acquiring Party may, at his or its election and without prejudice to
other existing remedies, give written notice to such delinquent party that the failure of the Acquiring Party to receive
the amount due within forty-eight (48) hours (exclusive of Saturdays, Sundays and legal holidays) after receipt of
such notice by the delinquent Offeree shall constitute a withdrawal by the delinquent Offeree of its former election to
acquire the interest and such Offeree shall no longer have the right to acquire an interest in the offered Mineral
Interest. In the event the Acquiring Party does not receive the amount due within such forty-eight (48) hour period,
the delinquent Offeree shall be deemed to have elected not to participate and the Acquiring Party shall succeed to
and own the entirety of the interest in the offered Mineral Interest which the delinquent Offeree would have owned
and the Acquiring party shall bear the delinquent Offeree's proportionate share of the Acquisition Costs.

            (4) In the event less than all of the Offerees elect to acquire their proportionate interest in the offered Mineral
 Interest, then the portion of the lands covered by the offered Mineral Interest shall be automatically deleted from the
 AMI and the Contract Area covered hereby without the necessity of Operator or any Non-Operator executing a
 document amending the AMI and this Operating Agreement to reduce the AMI and the Contract Area to exclude such
 lands therefrom. The Acquiring Party and the Offerees electing to acquire the Interests in the offered Mineral Interest
 shall be deemed to have agreed to operate the offered Mineral Interest in accordance with the tenns and provisions of
 this Operating Agreement, except that the offered Mineral Interest shall constitute the Contract Area covered thereby.
 Exhibit "A" shall list the names and addresses of the parties owning the offered Mineral Interest and the Interests in
which they own the same, and Operator shall be named Operator therein unless Operator did not participate in acquiring
 his interest in the offered Mineral Interest, in which event the parties agreeing to participate in the offered Mineral
Interest shall select an Operator from among themselves, which Operator shall be elected by the affirmative vote of two
or more such parties owning a majorily interest based on their ownership of the offered Mineral Interest, and not on the
number of parties electing to participate. The Acquiring Party and the Offerees electing to acquire their Interests in the
offered Mineral Interest shall enter into an Operating Agreement reflecting the same immediately after agreeing to own
jointly the offered Mineral Interest, but the failure to enter itnmediately into such an Operating Agreement shall not




                                                                                                                    SEC 189054
prevent the owners of the offered Mineral Interest from operating, developing and maintaining the same in accordance
with the tenns hereof, unless Operator elects not to participate and such parties are unable to agree on the election of an
operator.

           (5) Any assignment made by the Acquiring Party shall be made free and clear of any burdens placed thereon
by the Acquiring Party but otherwise without warranty of title, except as to acts by, through and under the Acquiring
Party, but not otherwise. The assignment shall be expressly made subject to and each assignee shall expressly assume
his or its portion of all of the obligations imposed by the instrument creating or affecting the offered Mineral Interest.

         (6) If the interest of any party hereto in the AMI should vest in three or more parties, those parties shall
designate one of them to whom all notices provided for in this AMI are to be given and shall promptly furnish the other
parties hereto the name and address of the designated party. If the Acquiring Party has not received the name and
address of the designated party, the notice of the acquisition shall be directed to all of the parties having an interest in the
AMI according to the Exhibit "A" which is then a part of this Operating Agreement.

          (7) If the instrument creating or affecting the offered Mineral Interest covers lands situated both within and
outside the AMI, the Acquiring Party may, at his or its option, offer either all of the offered Mineral Interest or only that
portion of the offered Mineral Interest covering lands situated within the AMI. If less than the entirety is offered, the
Acquisition Costs shall be prorated between the acreage covered by the offered Mineral Interest situated within the AMI
and the acreage situated outside the AMI and the Acquiring Party shall bear all of the Acquisition Costs attributable to
such outside acreage and the Acquiring Party and the Offerees who elect to participate shall bear their proportionate
share of the Acquisition Costs attributable to the acreage within the AMI. If the entirety of the premises covered by the
Mineral Interest is offered and each party hereto acquires it proportionate interest therein, the lands lying outside the
AMI shall become a part of the Contract Area covered hereby and the AMI shall thereby be automatically enlarged
without the necessity of operator or any Non-Operator executing a document amending the AMI and this Operating
Agreement to enlarge the AMI to include such lands lying outside the AMI.

          (8) If two or more of the offered Mineral Interests are included in the same notice, each Offeree shall have the
separate right of election as to each offered Mineral Interest.

          (9) The provisions of the AMI shall not apply to acquisitions resulting from a merger, consolidation,
reorganization or an acquisition from a parent, subsidiary or affiliated corporation, or, as to individuals, from ascendants
or descendants or trusts of which such parties are beneficiaries. The provisions hereof shall also not apply to sales and
acquisitions between partners in a partnership which is a party hereto, or ventures in a joint venture which is a party
hereto, norto the acquisition by any party hereto of all or any part of the interest of another party hereto.

        (JO) Each party hereto stipulates and represents to the other parties hereto that he or it is not now and shall not
become hereafter a party to any other area of mutual interest agreement involving all or any portion of the land
comprising the AMI.




                                                                                                                    SEC 189055
                                             EXHIBIT"A"

                                     Attached to and made a part of
           Operating Agreement dated May I, 2008, between RAW Oil & Gas Inc. as Operator and
                             Smith Energy Company, eta!, as Non-Operators



PART I:       CONTRACT & AMI AREA

              Section 39, Block E, EL&RR Ry. Co. Survey, Lynn and Terry Counties, Texas (640.00
              ac.), and

              Section 0, A-1181, No Block, No Survey, Lynn County, Texas (this Section is located just to the
              East of Section 39 described above)


PART II:      PARTIES, INTEREST AND ADDRESSES FOR NOTICE PURPOSES

                                                                      Percentage of
              Names and Addresses                                Working Interest Owned
                       '-.\                                                                    £)'~·      {:
                                                                                               '--"   ~

              Raw Oil & d~. Inc.                                            1.00
              12312 Slide Roa4
              Lubbock, Texas 79424

              Raw Energy, L.C.                                              5.25
              12312 Slide Road
              Lubbock, Texas 79424
                                                                                                      )_<·
              Smith Energy Company                                         75.00
              Lester Smith, President
              P.O. Box 52890
              Houston, Texas 77052
              Attention: Judy Mills

             Mark P. Hardwick                                               6.25
             P.O. Box213
             Midland, Texas 79702

             Steve Blaylock                                                 6.25
             214 W. Texas, Suite 306
             Midland Texas 79701

             Elger Exploration Inc.                                         6.25
             P.O. Box 2623
             Midland, Texas 79702




                                                                                                          SEC 189056
   This is an Amended Exhibit "A" which is dated September 15•• 2009 for the purpose of the addition of
                                    additional owners and their interest.

                                               EXHIBIT"A"

                                      Attached to and made a part of
            Operating Agreement dated May l, 2008, between RAW Oil & Gas Inc. as Operator and
                              Smith Energy Company, eta!, as Non-Operators



PART I:       • CONTRACT & AMI AREA

                Section 39, Block E, EL&RR Ry. Co. Survey, Lynn and Terry Counties, Texas (640.00
                ac.), and

                Section 0, A-1181, No Block, No Survey, Lynn County, Texas (this Section is located just to the
                East of Section 39 described above)


PART II:        PARTIES, INTEREST AND ADDRESSES FOR NOTICE PURPOSES

                                                 Before Casing Point                After Casing Point of the
       Names and Addresses                       of the First Well                  First Well
                                                                                    And all Subsequent
                                                                                    Operations
       Raw Oil & Gas, Inc.                       -1.3334%-                          1.00%
       12312 Slide Road
       Lubbock, Texas 79424

       Raw Energy, L.C.                          -0%-                               6.25%
       12312 Slide Road
       Lubbock, Texas79424

       Smith Energy Company                     93.3331%                            10.00%
       Lester Smith, President
       P.O. Box 52890
       Houston, Texas 77052

       Mark P. Hardwick                          -0%-                               6.25%
       P.O. Box213
       Midland, Texas 79702

       Steve Blaylock                            -0%-                               6.25%
       214 W. Texas, Suite 306
       Midland Texas 79701

       Elger Exp !oration Inc.                   -0%-                               6.25%
       P.O. Box 2623
       Midland, Texas 79702

      A.M. Greene Trust
      P.O. Box 94364                              2.6667%                           2.0%
      Lubbock, Texas 79493

       P.A.H. Energy Company                      1.3334%                           1.0%
       1025 Martin
       Houston, Texas 77018

       B Shale Investments Ltd.                   1.3334%                           1.0%
       I 00 Congress Ave, Suite 1600
       Austin Texas 78701

      Smith Energy Partners I                     -0%-                              60.00%
      P.O. Box 52890
      Houston, Texas 77052




                                                                                                      SEC 189057
                                                                                EXHIBIT"B"

                                                             Attached to and made a part of
                                   Operating Agreement dated May I, 2008, between RAW Oil & Gas Inc., as Operator and
                                                     Smith Energy Company, eta!, as Non-Operators.
 Produccrs88(7.(i9)PaidUp
 with 640 Acres Pooling Prm~sion




                                            OIL, GAS AND MINERAL LEASE
 THIS AGREEMENT made this                    between                     Lessor (whether                                              one    or    more),    whose    address    is
 - - - - - - - - - - - - · a n d _ _ _ _ _ _ _ _ _ _ _ _ _ _ , Lessee, WITNESSETH:

            l. Lessor, in consideration of Ten Dollars and other valuable consideration ($10.00 and OVC), receipt of which is hereby acknowledged, and of the
 covenants and agreements of lessee hereinafter contained, does hereby grant, lease and let unto lessee the land covered hereby for the purposes and with the exclusive
 right of exploring, drilling, mining and operating for, producing and owning oil, gas, sulphur and all other minerals (whether or not similar to those mentioned),
 together with the right to make surveys on said land, lay pipe lines, establish and utilize facilities for surface or subsurface disposal of salt water, construct roads and
 bridges, dig canals, build tanks, power stations, telephone lines, employee houses and other structures on said land, necessary or useful in lessee's operations in
 exploring, drilling for, producing, treating, storing and transporting minerals produced from the land covered hereby or any land adjacent thereto. The land covered
 hereby, herein called "said land'', is located in the Counties of               , State of Texas, and is described as follows:


 This lease also covers and includes, in addition to that above described, all land, if any, contiguous or adjacent to or adjoining the land above described and (a) owned
 or claimed by lessor by limitation, prescription, possession, reversion or unrecorded instrument or (b) as to which lessor has a preference right of acquisition. Lessor
 agrees to execute any supplemental instrument requested by lessee for a more complete or accurate description of said land. For the purpose of detennining the amount
 of any bonus or other payment hereunder, said land shall be deemed to contain _ _ _acres, whether actually containing more or less, and the above recital of
 acreage in any tract shall be deemed to be the true acreage thereof. Lessor accepts the bonus as lump sum consideration for this lease and all rights and options
 hereunder.

            2. Unless sooner terminated or longer kept in force under other provisions hereof, this lease shall remain in force for a term of ___years from the date
 hereof. hereinafter called "primary term~', and as long thereafter as operations, as hereinafter defined, are conducted upon said land with no cessation for more than
 ninety (90) consecutive days.

               3. As royalty, lessee covenants and agrees: (a) To deliver to the credit of lessor, in the pipe line to which lessee may connect its wells, the equal _ __
        ,fall oil produced and saved by lessee from said land, or from time to time, at the option of lessee, to pay lessor the average posted market price of such _ __
 pruc of such oil at the wells as of the day it is run to the pipe line or storage tanks, lessor's interest, in either case, to bear _ _ _ of the cost of treating oil to render it
 marketable pipe line oil; (b) To pay lessor on gas and casinghead gas produced from said land (I) when sold by lessee, _ _ _ )of the amount realized by lessee,
 computed at the mouth of the well, or (2) when used by lessee off said land or in the manufacture of gasoline or other products, the market value, at the mouth of the
 well, of _ _ _ of such gas and casinghead gas~ (c) To pay lessor on all other mincra1s mined and marketed or utilized by lessee from said land, one tenth either in
 kind or value at the well or mine at lessee's election, except that on sulphur mined and marketed the royalty shall be one dollar ($1.00) per long ton. If, at the
 expiration of the primary tenn or any time or times thereafter, there is any well on said land or on lands with which said lands or any portion thereof has been pooled,
 capable of producing oil or gas, and all such wells are shut-in, this lease shall, nevertheless, continue in force as though operations were being conducted on said land
 for so long as said wells are shut-in, and thereafter this lease may be continued in force as if no shut-in had occurred. · Lessee covenants and agrees to use reasonable
 diligence to produce, utilize, or market the minerals capable of being produced from said wells, but in the exercise of such diligence, lessee shall not be obligated to
 install or furnish facilities other than well facilities and ordinary lease facilities of flow lines, separator, and lease tank, and shall not be required to settle labor trouble
or to market gas upon tenns unacceptable to lessee. If, at any time or times after the expiration of the primary term, all such wells are shut-in for a period of ninety
consecutive days, and during such time there are no operations on said land, then at or before the expiration of said ninety day period, lessee shall pay or tender, by
check or draft of lessee, as royalty, a sum equal to one dollar ($1.00) for each acre of land then covered hereby. Lessee shall make like payments or tenders at or
before the end of each anniversary of the expiration of said ninety day period if upon such anniversary this lease is being continued in force solely by reason of the
provisions of this paragraph. Each such payment or tender shall be made to the parties who at the time of payment would be entitled to receive the royalties which
would be paid uoder this lease if the wells were producing, and may be deposited in the                                               Bank a t - - - - - - - - - - -
- - - , or its successors, which shall continue as the depositories, regardless of changes in the ownership of shut-in royalty. If at any time that lessee pays or
tenders shut-in royalty, two or more parties are, or claim to be, entitled to receive same, lessee may, in lieu of any other method of payment herein provided, pay or
tender such shut-in royalty , in the manner above specified, either jointly to such parties or separately to each in accordance with their respective ownership thereof, as
lessee may elect. Any payment hereunder may be made by check or draft of lessee deposited in the mail or delivered to the party entitled to receive payment or to a
depository bank provided for above on or before the last date for payment. Nothing herein shall impair lessee's right to release as provided in paragraph 5 hereof. In
the event of assignment of this lease in whole or in part, liability for payment hereunder shall rest exclusively on the then owner or owners of this lease, severally as to
acreage owned by each.

             4. Lessee is hereby granted the right, at its option, to pool or unitize any land covered by this lease with any other land covered by this lease, and/or with
a..,v other land, lease, or leases, as to any or aU minerals or horizons, so as to establish units containing not more than 80 surface acres, plus I0% acreage tolerance;
       1ed, however, units may be established as to any one or more horizons, or existing units may be enlarged as to any one or more horizons, so as to contain not
        than 640 surface acres plus 10% acreage tolerance, if limited to one or more of the following: (I) gas, other than casinghead gas, (2) liquid hydrocarbons
(condensate) which are not liquids in the subsurface reservoir, (3) minerals produced from wells classified as gas wells by the conservation agency having jurisdiction.
If larger units than any of those herein pennitted, either at the time established, or after enlargement, are required under any governmental rule or order, for the drilling
or operation of a well at a regular location, or for obtaining maximum allowable from any well to be drilled, drilling, or already drilled, any such unit may be
established or enlarged to conform to the size required by such governmental order or rule. Lessee shall exercise said option as to each desired unit by executing an
 instrument identifying such unit and filing it for record in the public office in which this lease is recorded. Each of the said options may be exercised by the lessee at
 any time and from time to time while this lease is in force, and whether before or after production has been established either on said land, or on the portion of said
 land included in the unit, or on other land unitized therewith. A unit established hereunder shall be valid and effective for all purposes of this lease even though there
may be mineral, royalty, or leasehold interests in lands within the unit which are not effectively pooled or unitized. Any operations conducted on any part of such
unitized land shall be considered, for all purposes, except the payment of royalty, operations conducted upon said land under this lease. There shall be allocated to the
land covered by this lease within each such unit (or to each separate tract within the unit ifthe lease covers separate tracts within the unit) that proportion of the total
production of unitized minerals from the unit, after deducting any used in lease or unit operations, which the number of surface acres in such land (or in each such
separate tract) covered by this lease within the unit bears to the total number of surface acres in the unit, and the production so allocated shall be considered for all
purposes, including payment or delivery of royalty, overriding royalty and any other payments out of production, to be the entire production of unitized minerals from
the land to which allocated in the same manner as though produced therefrom. under the terms of this lease. The owner of the reversionary estate of any term royalty or
mineral estate agrees that the accmal of royalties pursuant to this paragraph or of shut-in royalties from a well on the unit shall satisfy any limitation oftenn requiring
production of oil or gas. The formation of any unit hereunder which includes land not covered by this lease shall not have the effi:ct of exchanging or transferring any
interest under this lease (including, without limitation any shut-in royalty which may become payable under this lease) between parties.owning interests in land
covered by this lease and parties owning interests in land not covered by this lease. Neither shall it impair the right of the lessee to release as provided in paragraph 5
hereof, except that lessee may not so release as to lands within a unit while there are operations thereon for unitized minerals unless all pooled leases are released as to
lands within the unit. At any time while this lease is in force lessee may dissolve any unit established hereunder by filing for record in the public office where this
lease is recorded a declaration to that effect. if at that time no operations are being conducted thereon for unitized minerals. Subject to the provisions of this paragraph
4, a unit once established hereunder shall remain in force so long as any lease subject thereto shall remain in force. If this lease now or hereafter covers separate tracts,
no pooling or unitization of royalty interests as between any such separate tracts is intended or shall be implied or result merely from the inclusion of such separate
tracts within this lease but lessee shall nevertheless have the right to pool or unitize as provided in this paragraph 4 with consequent allocation of production as herein
provided. As used in this paragraph 4, the words "separate tract" mean any tract with royalty ownership differing, now or hereafter, either as to parties or amounts,
from that as to any other part of the leased premises.

            5. Lessee may at any time and from time to time execute and deliver to lessor or file for record a release or releases of this lease as to any part or all of said
land or of any mineral or horizon thereunder, and thereby be relieved of all obligations, as to the released acreage or interest.




                                                                                                                                                        SEC 189058
           6. Whenever used in this lease the " .. : "operations" shall mean operations for and any of the .ollowing: drilling, testing, completing, reworking,
 recompleting, deepening, plugging back or repairing of a weU in search for or in an endeavor to obtain production of oil, gas, sulphur or other minerals, excavating a
 mine, production of oil, gas, sulphur or other mineral, whether or not in paying quantities.

              7. Lessee shall have the use, free from royalty, of water, other than from lessor's water wells, and ofoil and gas produced from said land in all operations
 hereunder. Lessee shall have the right at any time to remove all machinery and fixtures placed on said land, including the right to draw and remove casing. No well
 shall be drilled. ~earer than 200 feet to the house or barn now on said land without the consent of the lessor. Lessee shall pay for damages caused by its operations to
 growing crops and timber on said land.

             8. The rights and estate of any party hereto may be assigned from time to time in whole or in part as to any mineral or horizon. All of the covenants,
 obligations, and considerations of this lease shall extend to and be binding upon the parties hereto, their heirs, successors, assigns, and successive assigns. No change
 or division in the ownership of said land, royalties, or other moneys, or any part thereof, howsoever effected, shall increase the obligations or diminish the rights of
 Jessee, including, but not limited to, the location and drilling of wells and the measurement of production. Notwithstanding any other actual or constructive
 knowledge or notice thereof of or to lessee, its successors or assigns, no change or division in the ownership of said land or of the royalties, or other moneys, or the
 right to receive the same, howsoever effected, shall be binding upon the then record owner of this lease until thirty (30) days after there has been furnished to such
 record owner at his or its principal place of business by lessor or lessor's heirs, successors, or assigns, notice of such change or division, supported by either originals
 or duly certified copies of the instruments which have been properly filed for record and which evidence such change or division, and of such court records and
 proceedings, transcripts, or other documents as shall be necessary in the opinion of such record owner to establish the validity of such change or division. If any such
 change in ownership occurs by reason of the death of the owner, lessee may, nevertheless pay or tender such royalties, or other moneys, or part thereof, to the credit of
 the decedent in a depository bank provided for above.

             9. In the event lessor considers that Jessee has not complied with all its obligations hereunder, both express and implied, lessor shall notify Jessee in writing,
setting out specificaHy in what respects lessee has breached this contract. Lessee shall then have sixty (60) days after receipt of said notice within which to meet or
commence to meet all or any part of the breaches alleged by lessor. The service of said notice shall be precedent to the bringing of any action by lessor on said lease
for any cause, and no such action shall be brought until the lapse of sixty {60) days after service of such notice on lessee. Neither the service of said notice nor the
doing of any acts by lessee aimed to meet all or any of the alleged breaches shall be deemed an admission or presumption that Jessee has failed to perform all its
obligations hereunder. If this lease is canceled for any cause, it shall nevertheless remain in force and effect as to (I) sufficient acreage around each well as to which
there are operations to constitute a drilling or maximum allowable unit under applicable governmental regulations, (but in no event less than forty acres), such acreage
to be designated by lessee as nearly as practicable in the form of a square centered at the well, or in such shape as then existing spaeing rules require; and (2) any part
of said Jand included in a pooled unit on which there are operations. Lessee shall also have such easements on said land as are necessary to operations on the acreage
so retained.

               I 0. Lessor hereby warrants and agrees to defend title to said land against the claims of all persons whomsoever. Lessor's rights and interests hereunder
shall be charged primarily with any mortgages, taxes or other liens, or interest and other charges on said land, but lessor agrees that lessee shall have the right at any
time to pay or reduce same for lessor, either before or after maturity, and be subrogated to the rights of the holder thereof and to deduct amounts so paid from royalties
or other payments payable or which may become payable to lessor and/or assigns under this lease. If this lease covers a Jess interest in the oil, gas, sulphur, or other
minerals in all or any part of said land than the entire and undivided fee simple estate (whether lessor's interest is herein specified or not), or no interest therein, then
"     'yalties and other moneys accruing from any part as to which this lease covers less than such full interest, shall be paid only in the proportion which the interest
        1, if any, covered by this lease, bears to the whole and undivided fee simple estate therein. All royalty interest covered by this lease (whether or not owned by
1..,,or) shall be paid out of the royalty herein provided. This lease shall be binding upon each party who executes it without regard to whether it is executed by all
those named herein as lessor.

            IL If while this lease is in force, at, or after the expiration of the primary term hereof, it is not being continued in force by reason of the shut-in well
provisions of paragraph 3 hereof, and Jessee is not conducting operations on said land by reason of(!) any Jaw, order, rule or regulation, (whether or not subsequently
determined to be invalid) or (2) any other cause, whether similar or dissimilar, (except financial) beyond the reasonable control oflessee, the primary term hereof shall
be extended until the first anniversary date hereof occurring ninety (90) or more days following the removal of such delaying cause, and this lease may be extended
thereafter by operations as if such delayed had not occurred.


           IN WITNESS WHEREOF, this instrument is executed on the date first above written.




LESSOR:




By:
Printed Name:
Title:

      lDNo.:




                                                                    ACKNOWLEDGEMENT




STATE OF _ _ _ _ _ _ __
                                                                  CORPORATE
COUNTY OF _ _ _ _ _ _ _ _ __


          Before me, the undersigned Notary Public, personally a p p e a r e d _ - - - . , - , - - - - - - - - - - - - - - - - - - - - - - - - -
known to me to be the person whose name is subscribed to the foregoing instrument and known to me to be                                             of
- - - - - - - - a corporation, and acknowledged to me that he or she executed the same as the act of said corporation for the purposes therein set forth.

           Given under my hand and seal of office this ____ day of _ _ _ _ _ _ _ _ _ _ _ _ , 2008.


                                                                    Notary Public in and for the State of _ _ _ _ __

My commission expires:----------




                                                                                                                                                     SEC 189059
                                                                                                                                                        COPAS 1984 ONSHORE
                                                                                                                                                        Recommended by the Council
                                                                                                                                                        of Petroleum Accountants

~---------so_cieties--~O~A~
                                                                             EXHIBIT "CJ'
       Attached to and made a part of Joint Operating Agreement dated Mav 1. 2008 by and between RAW Oil & Gas. Inc .. as
       Operator and Smith Energy Company eta!. as Non-Operators.




                                                    ACCOUNT/NC PROCEDURE
 10
 II                                                           JOINT OPERATIONS
 12
 13                                                                         L GENERAL PROVISIONS
 14
 15
       !.      Definitions
 16
 17
               "Joint Property" shall mean the real and personal property subject to the agreement to which this Accounting Procedure
 18
               is attached.
 19
               "Joint Operations" shall mean                  all   operations         necessary         or     proper    for       the   development,       operation,     protection     and
20
               maintenance of the Joint Property.
21
               "Joint Account" shall mean the account showing the charges paid and credits received in the conduct of the Joint
22
               Operations and which are to be shared by the Parties.
23
               "Operator" shall mean the party designated to conduct the Jqint Operations.
24
               ''Non-Operators" shall mean the Parties to this agreement other than the Operator.
05
               "Parties" shall mean Operator and Non-Operators.
               "First    Level       Supervisors"    shall    mean     those         employees          whose     primary       function     in      Joint   Operations     is    the    direct
27
               supervision         of other employees         and/or    contract labor directly employed on                            the   Joint    Property     in   a field     operating
28
               capacity.
29
               "Technical          Employees"     shal1    mean     those      employees       having           specia1    and        specific    engineering,       geological    or    other
30
               professional skills, and whose primary function in Joint Operations is the handling of specific operating conditions and
31
               problems for the benefit of the Joint Property.
32
               "Personal Expenses" shall mean travel and other reasonable reimbursable expenses of Operator's employees.
33
               "Material" shall mean personal property, equipment or supplies acquired or held for use on the Joint Property.
34
               "Controllable Materia1" shall mean Material which at the time is so classified in the Material Classification Manual as
35
               most recently recommended by the Council or Petroleum Accountants Societies.
36
37
      2.       Statement and Billings
38
39
               Operator shall bill Non-Operators on or before the last day of each month for their proportionate share of the Joint
40
               Account       for     the preceding month.           Such     bills     will   be        accompanied       by        statements    which      identify the      authority for
41
               expenditure, lease or facility, and all charges and credits summarized by appropriate classifications of investment and
42
               expense ~xcept that items of Controllable Material and unusual                                     charges and credits shall                be separately identified and
43
               fully described in detaiL
44
45
      3.      Advances and Payments by Non-Operators
46

              A.        Unless otherwise provided for in the agreement, the Operator may require                                             the Non-Operators to advance their
                        share of estimated cash outlay for the succeeding month's operation within fifteen ( 15) days after receipt of the
49
                        billing or by the first day of the month for which the advance is required, whichever is later. Operator shall adjust
50
                        each monthly billing to reflect advances received from the Non-Operators.
51
52
              B.        Each Non-Operator shall pay its proportion of all bills within fifteen (15) days after receipt. If payment is not made
53
                        within such time, the unpaid balance shall bear interest monthly at the prime rate in effect at Peoples Bank Lubbock
54
                        on         the    first      day      of       the           month         in         which       delinquency             occurs      plus        1%      or       the
55
                        maximum contract rate permitted by the applicable usury laws in the state in which the Joint Property is located,
56
                        whichever is the lesser. plus attorney's fees, court costs, and other costs in connection with the collection of unpaid
57
                        amounts
58
59
      4.      Adjustments
60
61
              Payment of any such bills shall not prejudice the right of any Non-Operator to protest or question the correctness thereof;
62
              provided,      however,     all     bills and    statements       rendered      to        Non-Operators          by     Operator during        any     calendar year shall
63
              conclusively be presumed to be true and correct after twenty-four (24) months following the end of any such calendar
64
              year, unless within the said twenty-four (24) month period a Non-Operator takes written exception thereto and makes
65
              claim on Operator for adjustment.                 No adjustment favorable to Operator shall be made unless it is made within the same
66
              prescribed period. The. provisions of this paragraph shall not prevent adjustments resulting from a physical inventory of
67
              Controllable Material as provided for in Section V.
68
69
70                 COPYRIGHT © 1985 by the Council of Petroleum Accountants Societies.



                                                                                          - 1-



                                                                                                                                                                                 SEC 189060
                                                                                                                                                                                 COPAS 1984 ONSHORE
                                                                                                                                                                                 Recommended by the Council
                                                                                                                                                                                 of Petroleum Accountants

~---------Societi_es--W~A~

       5.         Audits

                  A     A Non-Operator, upon notice                      in writing to Operator and all other Non-Operators, shall have the right to audit
                        Operator's       accounts       and     records           relating      to     the         Joint     Account               for    any        calendar        year     within        the    twenty-four
                        (24) month period following the end of such calendar year; provided, however, the making of an audit shall not
                        extend the time for the taking of written exception to and the adjustments of accounts as provided for in
                        Paragraph      4     of this        Section          I.    Where        there        are     two        or      more         Non-Operators,             the     Non-Operators             shall     make
                        every reasonable effort to conduct a joint audit in a manner which will result in a minimum of inconvenience
                        to    the     Operator.         Operator        shall           bear     no        portion         of         the     Non-Operators 1            audit         cost     incurred          under      thls
 10                     paragraph unless             agreed     to     by         the    Operator.         The audits                 shall    not        be conducted               more     than once            each year
 II                    without prior approval of Operator, except upon the resignation or remova1 of the Operator, and shall be made
 12                    at the expense of those Non-Operators approving such audit.
 13
 14               B.   The Operator shall reply in writing to an audit report within 180 days after receipt of such report.
 15
 16    6.        Approval By Non-Operators
 17
 18              Where an approval or other agreement of the Parties or Non-Operators is expressly required under other sections of this
19               Accounting         Procedure         and      if      the        agreement           to        which        this           Accounting               Procedure        is      attached        contains        no
20               contrary     provisions        in    regard        thereto,       Operator          shall       notify      all       Non-Operators                 of the      Operators        proposal,          and     the
21               agreement or approval ofa majority in interest of the Non-Operators shall be controlling on all Non-Operators.
22
23
24                                                                                       II. DIRECT CHARGES
25
 6    Operator shall charge the Joint Account with the following items:
27
28    I.         Ecological and Environmental
29
30               Costs incurred for the benefit of the Joint Property as a result of governmental or regulatory requirements to satisfy
31               environmental       considerations applicable                    to the Joint Operations.                           Such costs may include surveys of an ecological or
32               archaeological nature and pollution control procedures as required by applicable Jaws and regulations.
33
34    2.         Rentals and Royalties
35
36               Lease rentals and royalties paid by Operator for the Joint Operations.
37
38    3.         Labor
39
40               A.    (1)    Salaries and wages of Operator's field employees directly employed on the Joint Property in the conduct of
41                            Joint Operations.
42
43                     (2)    Salaries of First level Supervisors in the field.
44
45                     (3)    Salaries and wages of Technical Employees directly employed on the Joint Property if such charges are
46                            excluded from the overhead rates.
<7
                       (4)    Salaries     and        wages         of Technical               Employees            either           temporarily          or     permanently           assigned        to     and     directly
49                            employed in the operation or the Joint Property if such charges are excluded from the overhead rates.
50
51               B.    Operators      cost      of holiday,           vacation,          sickness          and      disability           benefits         and        other    customary         allowances           paid    to
52                     employees whose salaries and wages are chargeable to the Joint Account under Paragraph 3A of this Section II.
                                                                                                                                11
53                     Such costs under this Paragraph 3B may be charged on a                                                        when and as paid basis 11 or by "percentage assessment"
54                     on the amount of salaries and wages chargeable to the Joint Account under Paragraph 3A of this Section II. If
55                     percentage assessment is used, the rate shall be based on the Operator's cost experience.
56
57               C.    Expenditures        or        contributions       made            pursuant          to      assessments                imposed           by     governmental            authority          which     are
58                     applicable to Operator's costs chargeable to the Joint Account under Paragraphs 3A and 3B of this Section II.
59
60               D.    Personal      Expenses         of those         employees           whose           salaries        and         wages        are        chargeable       to     the     Joint     Account          under
61                     Paragraphs 3A and 3B of this Section II.
62
63    4.         Employee Benefits
64
65               Operator's   current      costs       or established              plans       for    employees1 group                      life     insurance,         hospitalization,         pension,         retirement,
66               stock purchase, thrift, bonus, and other benefit plans of a like nature, applicable to Operators labor cost chargeable to the
67              Joint Account under Paragraphs 3A and 3B                                 Of this Section II shall be Operator's actual cost not to exceed the percent
68              most recently recommended by the Council of Petro1eum Accountants Societies.
69
70




                                                                                                       -2-



                                                                                                                                                                                                                  SEC 189061
                                                                                                                                         COPAS 1984 ONSHORE
                                                                                                                                        Recommended by the Council
                                                                                                                                        of Petroleum Accountants

~---------so_cieties--CO~A~

          5.    Material

                Material purchased or furnished by Operator for use on the Joint Property as provided under Section IV.                                         Only such
                Material     shall be purchased for or transferred to the Joint Property as may be required for immediate use and is
                reasonably practical and consistent with efficient and economical operations. The accumulation of surplus stocks shall be
                avoided.


          6.    Transportation
     9
 10             Transportation of employees and Material necessary for the Joint Operations but subject to the following limitations:
 11
 12             A.      If Material is moved to the Joint Property from the Operator's warehouse or other properties, no charge shall be
 13                     made to the Joint Account for a distance greater than the distance from the nearest reliable supply store where like
 14                     material is normally available or railway receiving point nearest the Joint Property unless agreed to by the Parties.
 15
 16             B.      If surplus Material is moved to Operator's warehouse or other storage point, no charge shall be made to the Joint
 17                     Account for a distance greater than the distance to the nearest reliable supply store where like material is normally
 18                     available, or railway receiving point nearest the Joint Property unless agreed to by the Parties. No charge shall be
 19                     made to the Joint Account for moving Material to other properties belonging to Operator, unless agreed to by the
20                      Parties.
21
22             C.       In the application of subparagraphs A and B above, the option to equalize or charge . actual trucking cost is
23                      available when the actual charge is $400 or less excluding accessorial charges. The $400 will be adjusted to the
24                      amount most recently recommended by the Council of Petroleum Accountants Societies.
75
         7.    Services
27
28             The cost of contract services, equipment and utilities provided by outside sources, except services excluded by Paragraph
29             10 of Section II and Paragraph i, ii, and iii, of Section III.  The cost of professional consultant services and contract
30             services of technical personnel directly engaged on the Joint Property if such charges are excluded from the overhead
31             rates. The cost of professional consultant services or contract services of technical personnel not directly engaged on the
32             Joint Property shall not be charged to the Joint Account.if directly engaged in the operation (not administration) of the joint property.
33
34       8.    Equipment and Facilities Furnished By Operator
35
36             A.        Operator shall charge the Joint Account for use of Operator owned equipment and facilities at rates commensurate
37                       with costs of ownership and operation.                      Such rates shall         include costs of maintenance, repairs, other operating
38                       expense,    insurance,    taxes,     depreciation,      and    interest    on   gross
                                                                                                      investment less accumulated depreciation not to
39                       exceed eighteen                                   percent      18       %) per annum. Such rates shall not exceed average commercial
40                       rates currently prevailing In the immediate area of the Joint Property.
41
42             B.        In lieu of charges in Paragraph 8A above, Operator may elect to use average commercial rates prevailing in the
43                       immediate area of the Joint Property less 20%.                      ~     For automotive equipment, Operator may elect to use rates
44                       published by the Petroleum Motor Transport Association.
45
46       9.    Damages and Losses to Joint Property
'7

               All costs or expenses necessary for the repair or replacement of Joint Property made necessary because of damages or
49             losses     incurred   by fire,      flood,    storm,    theft,    accident,   or     other cause,      except   those resulting   from   Operator's     gross
50             negligence or willful misconduct. Operator shall furnish Non-Operator written notice of damages or losses incurred as
51             soon as practicable after a report thereof has been received by Operator.
52
53       JO.   Legal Expense
54
55             Expense of handling,          investigating and settling               litigation or claims, discharging of liens, payment of judgments and
56             amounts paid for settlement of claims incurred in or resulting from operations under the agreement or necessary to
57             protect or recover the Joint Property, except that no charge for services of Operator's legal staff or fees or expense of
58             outside attorneys shall be made unless previously agreed to by the Parties. AU other legal expense is considered to be
59             covered by the overhead provisions of Section III unless otherwise agreed to by the Parties, except as provided in Section
60             I, Paragraph 3.
61
62       11.   Taxes
63
64             All taxes of every kind and nature assessed or levied upon or in connection with the Joint Property, the operation thereof,
65             or the production therefrom, and which taxes have been paid by the Operator for the benefit of the Parties. If the ad
66             valorem      taxes    are   based     in     whole     or    in   part    upon      separate     ~aluations   of each   party's   working   interest,   then
67             notwithstanding anything to the contrary herein, charges to the Joint Account shall be made and paid by the Parties
68             hereto in accordance with the tax value generated by each party's working interest.
69
70




                                                                                         -3-



                                                                                                                                                             SEC 189062
                                                                                                                                  COPAS 1984 ONSHORE
                                                                                                                                  Recommended by the Council
                                                                                                                                  of Petroleum Accountants

~---------so_cieties--CO~A~

         12.    Insurance

                Net premiums paid for insurance required to be carried for the Joint Operations for the protection of the Parties. In the
                event Joint Operations are conducted in a state in which Operator may act as self-insurer for Worker's Compensation
                and/or Employers Liability under the respective state's laws, Operator may, at its election, include the risk under its self-
                insurance program and in that event, Operator shall include a charge at Operator's cost not to exceed manual rates.


         13.    Abandonment and Reclamation
     9
 10             Costs    incurred for abandonment of the Joint Property, including costs required by governmental or other regulatory
 11             authority.
 12
 13      14.    Communications
 14
 15             Cost of acquiring, leasing,           installing, operating, repairing and maintaining communication               systems, including radio and
16              microwave facilities directly serving the Joint Property                  In the event communication facilities/systems serving the Joint
17              Property are Operator owned, charges to the Joint Account shall be made as provided in Paragraph 8 of this Section II.
18
19       15.   Other Expenditures
20
21             Any other expenditure not covered or dealt with in the foregoing provisions of this Section II, or in Section 111 and which
22             is of direct benefit to the Joint Property and is incurred by the Operator in the necessary and proper conduct of the Joint
23             Operations.
24
'5
                                                                            llL OVERHEAD
27
28       1.    Overhead • Drilling and Producing Operations
29
30                      As   compensation     for    administrative,     supervision.   office   services   and    warehousing     costs,   Operator   shall   charge
31                      drilling and producing operations on either:
32
33                      ( X ) Fixed Rate Basis. Paragraph IA. or
34                      (    ) Percentage Basis. Paragraph lB
35
36                      Unless otherwise agreed to by the Parties, such charge shall be in lieu of costs and expenses of all offices and
37                    salaries or wages plus applicable burdens and expenses of all personnel, except those directly chargeable under
38                    Paragraph 3A, Section II.            The cost and expense of services from outside sources in connection with matters of
39                    taxation, traffic, accounting or matters before or involving governmental agencies shall be considered as included in
40                    the overhead rates provided for in the above selected Paragraph of this Section Ill unless such cost and expense are
41                    agreed to by the Parties as a direct charge to the Joint Account.
42
43             ii.    The     salaries,   wages     and   Persona]     Expenses   of Technical     Employees      and/or the     cost of professional consultant
44                    services and contract services of technical personnel directly employed on the Joint Property:
45
46                           ) shall be covered by the overhead rates, or
                      ( X ) shall not be covered by the overhead rates.


49             iii.   The salaries, wages and Personal Expenses of Technical Employees and/or costs of professional consultant services
50                    and contract services of technical personnel either temporarily or permanently assigned to and directly employed in
51                    the operation of the Joint Property:
52
53                    (      ) shall be covered by the overhead rates, or
54                    ( X ) shall not be covered by the overhead rates.
55
56             A.            Overhead - Fixed Rate Basis
57
58                    (1)    Operator shall charge the Joint Account at the following rates per well per month:
59
60                           Drilling Well Rate $._ _~7~50~0~,0~0~----------
61                                (Prorated for less than a full month)
62
63                           Producing Well Rate $_~7=50=·=00~-------
64
65                    (2)    Application of Overhead - Fixed Rate Basis shall be as follows:
66
67                           (a)   Drilling Well Rate
68
69                                 (1)    Charges for drilling wells shall begin on the date the well is spudded and terminate on the date
70                                        the drilling rig, completion rig, or other units used in completion of the well is released, whichever




                                                                                  -4-



                                                                                                                                                       SEC 189063
                                                                                                                                               COPAS 1984 ONSHORE
                                                                                                                                               Recommended by 1he Council
                                                                                                                                               of Petroleum Accountants

~---------Societi_••--CO~A~

                                        is later, except that no charge shall be made during suspension of drilling or completion operations
                                        for fifteen ( 15) or more consecutive calendar days.

                             (2)        Charges      for   wells       undergoing         any type      of workover      or recompletion             for   a     period     of five        (5)
                                        consecutive work days               or more shall            be made at the drilling well                  rate.   Such charges shall be
                                        applied for the period from date workover operations, with rig or other units used in workover,
                                        commence through date of rig or other unit release, except that no charge shall be made during
                                        suspension of operations for fifteen ( 15) or more consecutive calendar days.

 IO                    (b)   Producing Well Rates
 II
 12                          (1)        An active well either produced or injected into for any portion of the month shall be considered as
 13                                  a one-well charge for the entire month.
 14
 15                          (2)     Each active completion in a multi-completed well in which production                                             is   not commingled down
 16                                  hole shall be considered as a one-well charge providing each completion is considered a separate
 17                                  well by the governing regulatory authority.
 18
 19                          (3)     An        inactive    gas     well     shut     in     because     of overproduction      or    failure        of purchaser to                take    the
20                                   production shall be considered as a one-well charge providing the gas well is directly connected to
21                                   a permanent sales outlet.
22
23                           (4)     A one-well charge shall                  be made for the month in which plugging and abandonment operations
24                                   are       completed on any welL                     This one-well charge shall          be made whether or not the well                              has
15                                   produced except when drilling well rate applies.


27                           (5)     All other inactive wells (including but not limited to inactive wells covered by unit allowable, lease
28                                   allowable, transferred allowable, etc.) shall not qualify for an overhead charge.
29
30              (3)   The well rates shall be adjusted as of the first day of April each year following the effective date of the
31                    agreement to which this Accounting Procedure is attached.                                  The adjustment shall be computed by multiplying
32                    the rate currently in use by the percentage increase or decrease in the average weekly earnings of Crude
33                    Petroleum and Gas Production Workers for the last calendar year compared to the calendar year preceding as
34                    shown by the index of average weekly earnings of Crude Petroleum and Gas Production Workers as published
35                    by the United States Department of Labor, Bureau of Labor Statistics, or the equivalent Canadian index as
36                    published by Statistics Canada, as applicable. The adjusted rates shall be the rates currently in use, plus or
37                    minus the computed adjustment.
38
39         B.   Overhead - Percentage Basis
40
41              (I)   Operator shall charge the Joint Account at the following rates:
42
43                    (a)    Development
44
45                           _ _ _ _ _ _ _ _ _ _Percent( _ _ _ _%) of the cost of development of the Joint Property exclusive of costs
46                           provided under Paragraph I 0 of Section II and all salvage credits.
'7
                      (b)    Operating
49
50                           - - - - - - - - - P e r c e n t (_ _ _%) of the cost of operating the Joint Property exclusive of costs provided
51                           under Paragraphs 2 and lO of Section II, aJI salvage credits, the value of injected substances purchased
52                           for secondary recovery                and all        taxes     and assessments      which are       levied, assessed and paid upon the
53                           mineral interest in and to the Joint Property.
54
55              (2)   Application of Overhead -Percentage Basis shall be as folio\\~:
56
57                    For the      purpose of determining charges                         on    a percentage     basis    under Paragraph              I B of this          Section       III,
58                    development          shall    include      all      costs     in     connection     with   drilling,   redrilling,       deepening,         or      any      remedial
59                    operations on any or all wells involving the use of drilling rig and crew capable of drilling to the producing
60                    interval     on      the     Joint   Property;        also,        preliminaiy    expenditures     necessary      in     preparation         for     drilling       and
61                    expenditures        incurred     in abandoning when                  the well     is not completed as a producer, and original cost of
62                    construction        or     installation    of fixed         assets,      the   expansion   of fixed      assets        and     any       other     project     clearly
63                    discernible as a fixed asset, except Major Construction as defined in Paragraph 2 of this Section Ill. All other
64                    costs shall be considered as operating.
65
66    2.   Overhead - Major Construction
67
68         To compensate Operator for overhead costs incurred in the construction and installation of fixed assets, the expansion of
69         fixed assets, and any other project clearly discernible as a fixed asset required for the development and operation of the
70         Joint Property, Operator shall either negotiate a rate prior to the beginning of . construction, or shall charge the Joint




                                                                                          -5-


                                                                                                                                                                             SEC 189064
                                                                                                                                                                        COPAS 1964 ONSHORE
                                                                                                                                                                        Recommended by the Council
                                                                                                                                                                        of Petroleum Accountants

~---------so_cietie•--co~A~

                    Account for overhead based on the following rates for any Major Construction project in excess of$, _ _ _ _ _ _ _ _ _ _ __


                    A.     __5 _ _ % of first $100,000 or total cost ifless, plus


                    B.     __3 _ _ % of costs in excess of$l00,000 but less than $1,000,000, plus


                    C.     __2 __ % of costs in excess of$l ,OOO,OOO.


                    Total C-Ost shall mean the gross oost of any one project. For the purpose of this paragraph, the component parts of a single
10                  pr~ject      shall not be treated separately and the cost of drilling and workover wells and artificial lift equipment shall be
11                  excluded.
12
13   3.             Catastrophe Overhead
14
15                  To compensate Operator for overhead costs incurred in the event of expenditures resulting from a single occurrence due
16                  to oil       spill, blowout, explosion, fire, stonn, hurricane, or other catastrophes as agreed to by the Parties, which are
17                  necessary      to      restore    the     Joint     Property         to    the     equivalent        condition        that    existed        prior     to     the      event      causing     the
18                  expenditures, Operator shall either negotiate a rate prior to charging the Joint Account or shall charge the Joint Account
19                  for overhead based on the following rates:
20
21                  A.     __5__ % of total costs through $100,000; plus
22
23                  B.     _ _3__ % of total costs in excess of$100,000 but less than $1,000,000; plus
24
05                  C.     __2__ % of total oosts in excess of$!,000,000.


27                  Expenditures        subject      to     the   overheads        above           will not be reduced by                   insurance         recoveries,        and      no     other overhead
28                  provisions of this Section III shall apply.
29
30   4.             Amendment of Rates
31
32                  The overhead rates provided for                      in this Section III may be amended from time to time only by mutual agreement
33                  between the Parties hereto if, in practice, the rates are found to be insufficient or excessive.
34
35
36                         IV.             PRICING OF JOINT ACCOUNT MATERIAL PURCHASES, TRANSFERS AND DISPOSITIONS
37
38   Operator      is    responsible       for   Joint      Account       Material        and       shal1       make    proper      and     timely       charges        and      credits       for   all     Material
39   movements affecting             the     Joint        Property.     Operator         shall      provide       all    Material     for        use     on      the     Joint     Property;         however,      at
40   Operator's     optmn,       such Material            may be supplied by the Non-Operator.                             Operator shall make timely                         disposition of idle and/or
41   surplus      Material,      such   disposal          being   made         either    through           sale   to    Operator     or     Non-Operator,              division     in     kind,      or     sale to
42   outsiders.     Operator may purchase,                  but shall be under no obligation to purchase,                                  interest of Non-Operators                     in surplus condition
43   A or B Material. The disposal of surplus Controllable Material not purchased by the Operator shall be agreed to by the Parties.
44
45   1.             Purchases
46
                    Material purchased shall be charged at the price paid by Operator after deduction of all discounts received. In case of
                   Material found to be defective or returned to vendor for any other reasons, credit shall be passed to the Joint Account
49                 when adjustment has been received by the Operator.
50
51   2.            Transfers and Dispositions
52
53                 Material furnished to the Joint Property and Material transferred from the Joint Property or disposed of by the Operator,
54                 unless otherwise agreed to by the Parties, shall be priced on the following basis exclusive of cash discounts:
55
56                 A.     New Material (Condition A)
57
58                        ( 1)    Tubular Goods Other than Line Pipe
59
                                  (a)      Tubular goods, sized 2 3/8 inches OD and larger, except line pipe, shall be priced at current new price available from area
60
                                           vendors         effective      as        of        date         of     movement          plus         transportation           cost         using         the      80,000
61
                                           pound      carload         weight     basis        to     the     railway     receiving        point        nearest     the     Joint        Property       for    which
62
                                           published rail rates for tubular goods exist. If the 80,000 pound rail rate is not offered, the 70,000 pound
63
                                           or 90,000 pound rail rate may be used. Freight charges for tubing will be calculated from Lorain, Ohio
64
                                           and casing from Youngstown, Ohio.
65
66
                                  (b)      For grades which are special to one mill only, prices shall be computed at the mill base of that mill plus
67
                                           transportation cost from that mill to the railway receiving point nearest the Joint Property as provided
68
                                           above in Paragraph 2.A.( I)(a). For transportation cost from points other than Eastern mills, the 30,000
69
70




                                                                                                       -6-



                                                                                                                                                                                                     SEC 189065
                                                                                                                   COPAS 1984 ONSHORE
                                                                                                                   Recommended by the Council
                                                                                                                   of Petroleum Accountants

,-----------soc_ieties--CO~A~

                  pound Oil Field Haulers Association interstate truck rate shall be used.

           (c)   Special end finish tubular goods shall be priced at the lowest published out-of-stock price, f.o.b. Houston,
                 Texas, plus transportation cost, using Oil Field Haulers Association interstate 30,000 pound truck rate,
                 to the railway receiving point nearest the Joint Property.

           (d)   Macaroni tubing (size less than 2 3/8 inch OD) shall be priced at the lowest published                              out~of~stock   prices
                 f.o.b. the supplier plus transportation costs. using the Oil Field Haulers Association interstate truck rate
                 per weight of tubing transferred, to the railway receiving point nearest the Joint Property.
10
11   (2)   Line Pipe
12
13         (a)   Line pipe movements (except size 24 inch OD and larger with walls 'l.i inch and over) 30,000 pounds or
14               more shall be priced under provisions of tubular goods pricing in Paragraph A.(l)(a) as provided above.
15               Freight charges shall be calculated from Lorain, Ohio.
16
17         (b)   Line Pipe movements (except size 24 inch OD) and larger with walls % inch and over) less than 30,000
18               pounds shall be priced at Eastern mill published carload base prices effective as of date of shipment,
19               plus 20 percent, plus transportation costs based on freight rates as set forth under provisions of tubular
20               goods pricing in Paragraph A.(1 )(a) as provided above. Freight charges shall be calculated from Lorain,
21               Ohio.
22
23         (c)   Line pipe 24 inch OD and over and '!. inch wall and larger shall be priced f.o.b. the point of
24               manufacture      at   current   new    published   prices    plus    transportation   cost   to    the    railway     receiving    point
-;               nearest the Joint Property.


27         (d)   Line pipe, including fabricated line pipe, drive pipe and                 conduit not listed on published price lists shall
28               be priced at quoted prices plus freight to the railway receiving point nearest the Joint Property or at
29               pnces agreed to by the Parties.
30
31   (3)   Other Material shall be priced at the current new price, in effect at date of movement, as listed by a reliable
32         supply store nearest the Joint Property, or point of manufacture, plus transportation costs, if applicable, to the
33         railway receiving point nearest the Joint Property.
34
35   (4)   Unused new Material, except tubular goods, moved from the Joint Property shall be priced at the current
36         new price, in effect on date of movement, as listed by a reliable supply store nearest the Joint Property, or
37         point of manufacture, plus transportation costs, if applicable, to the railway receiving point nearest the Joint
38         Property. Unused new tubulars will be priced as provided above in Paragraph 2.A.(l) and (2).
39
40   B.    Good Used Material (Condition B)
41
42         Material in sound and serviceable condition and suitable for reuse without reconditioning:
43
44         (1)   Material moved to the Joint Property
45
46               At seventy-five percent (75%) of current new price, as determined by Paragraph A.


           (2)   Material used on and moved from the Joint Property
49
50               (a)     At seventy-five percent (75%) of current new price, as determined by Paragraph A, if Material was
51                       originally charged to the Joint Account as new Material or
52
53               (b)     At sixty-five percent (65%) of current new price, as determined by Paragraph A, if Material was
54                       originally charged to the Joint Account as used Material
55
56         (3)   Material not used on and moved from the Joint Property
57
58               At seventy-five percent (75%) of current new price as determined by Paragraph A.
59
60         The cost of reconditioning, if any, shall be absorbed by the transferring property.
61
62   C.    Other Used Material
63
64         (I)   Condition C
65
66               Material which is not in sound and serviceable condition and not suitable for its original function until
67               after    reconditioning shall     be   priced at   fifty    percent (50%)       of current    new        price   as   detennined     by
68               Paragraph A. The cost of reconditioning shall be charged to the receiving property, provided Condition
69               C value plus cost of reconditioning does not exceed Condition B value.
70




                                                                 -7-



                                                                                                                                           SEC 189066
                                                                                                                                           COPAS 1984 ONSHORE
                                                                                                                                           Recommended by the Council
                                                                                                                                           of Petroleum Accountants

~---------Societ_ies--CO~A~

                               (2)    Condition D

                                      Material, exc1uding junk, no 1onger suitable for its original purpose, but usable for some other purpose
                                      shall be priced on a basis commensurate with its use. Operator may dispose of Condition D Material
                                      under procedures normally used by Operator without prior approval of Non-Operators.


                                      (a)   Casing, tubing, or drill pipe used as line pipe shall be priced as Grade A and B seamless line pipe
                                            of comparable size and weight.                  Used casing, tubing or drill pipe utilized as line pipe shall be
                                            priced at used line pipe prices.
 10
 11                                  (b)    Casing, tubing or drill pipe used as higher pressure service lines than                             standard line pipe, e.g.
12                                          power oil Jines, shall be priced under normal pricing procedures for casing, tubing. or drill pipe.
13                                          Upset tubular goods shall be priced on a non upset basis.
14
15                            (3)    Condition E
16
17                                   Junk       shall   be   priced   at     prevailing   prices.     Operator    may     dispose   of     Condition   E Material   under
18                                   procedures normally utilized by Operator without prior approval ofNon·Operators.
19
20                      D.    Obsolete Material
21
22                            Material which is serviceable and usable for its original function but condition and/or value of such Material
23                            is not equivalent to that which would justify a price as provided above may be specially priced as agreed to by
24                            the    Parties.    Such price should result           in the Joint Account being charged with the value of the service
15                            rendered by such Material.


27                      E.    Pricing Conditions
28
29                             (1) Loading or unloading costs may be charged to the Joint Account at the rate of twenty-five cents (25¢)
30                                   per    hundred     weight on      all    tubular goods         movements,    in    lieu   of actual    loading    or unloading costs
31                                   sustained at the stocking point. The above rate shall be adjusted as of                        the first day of April each year
32                                   following January l, 1985 by the same percentage increase or decrease                           used to adjust overhead rates in
33                                   Section rn, Paragraph l.A.(3). Each year, the rate calculated shall be                         rounded to the nearest cent and
34                                   shall be the rate in effect until the first day of April next year. Such                       rate shall be published each year
35                                   by the Council of Petroleum Accountants Societies.
36
37                            (2)    Material involving erection costs shall be charged at applicable percentage of the current knocked-down
38                                   price of new Material.
39
40    3.          Premium Prices
41
42                Whenever Material is not readily obtainable at published or listed pnces because of national emergencies. strikes or other
43                unusual causes over which the Operator has no control, the Operator may charge the Joint Account for the required
44                Material at the Operator's actual cost incurred in providing such Material, in making it suitable for use, and in moving it
45                to the Joint Property~ provided notice in writing is furnished to Non-Operators of the proposed charge prior to billing
46                Non·Operators for such Material.             Each Non-Operator shall have the               right~   by so electing and notifying Operator within
'7                ten days after receiving notice from Operator, to furnish in kind all or part of his share of such Material suitable for use
                  and acceptable to Operator.
49
50    4.          Warranty of Material Furnished By Operator
51
52                Operator does not warrant the Material furnished.                  In case of defective Material, credit shall not be passed to the Joint
53               Account until adjustment has been received by Operator from the manufacturers or their agents.
54
55
56                                                                             V. INVENTORIES
57
58    The Operator shall maintain detailed records of Controllable Material.
59
60    I.         Periodic Inventories, Notice and Representation
61
62               At reasonable intervals, inventories shall be taken by Operator of the Joint Account Controllable Material. Written notice
63               of intention to take inventory shall be given by Operator at least thirty (30) days before any inventory is to begin so that
64               Non·Operators may be represented               when any        inventory     is    taken.   Failure of Non·Operators to be represented at an
65               inventory shall bind Non·Operators to accept the inventory taken by Operator.
66
67    2.         Reconciliation and Adjustment of Inventories
68
69               Adjustments to the Joint Account resulting from the reconciliation of a physical                               inventory shall be made within six
70               months following the taking of the inventory. Inventory adjustments shall be made by Operator to the Joint Account for




                                                                                      -8-



                                                                                                                                                              SEC 189067
                                                                                                                       COPAS 1984 ONSHORE
                                                                                                                       Recommended by the Council
                                                                                                                       of Petroleum Accountants
_ _ _ _ _ _ _ _ _ _soc_ieties--~O~A~



           overages and shortages, but, Operator shall be held accountable only for shortages due to lack of reasonable diligence.

      3.   Special Inventories

           Special inventories may be taken whenever there is any sale, change of interest, or change of Operator in the Joint
           Property. It shall be the duty of the party selling to notify all other Parties as quickly as possible after the transfer of
           interest takes place. In such cases, both the seller and the purchaser shall be governed by such inventory.        In cases
           involving a change of Operator, all Parties shall be governed by such inventory.

 IO   4.   Expense of Conducting Inventories
 II
 12        A.   The expense of conducting periodic inventories shall not be charged to the Joint Account unless agreed to by the
 13             Parties.
 14
 15        B.   The expense of conducting special inventories shall be charged to the Parties requesting such inventories, except
 16             inventories required due to change of Operator shall be charged to the Joint Account.
 17
18
19
20
21
22
23
24
15


,7
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
'7


49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70




                                                                        -9-



                                                                                                                                         SEC 189068
                                                          EXHIBIT"D"


                                             Attached to and made a part of
                   Operating Agreement dated May 1, 2008, between RAW Oil & Gas Inc., as Operator and
                                     Smith Energy Company, eta!, as Non-Operators.



                                                          INSURANCE

Operator shall carry and maintain at all times the following insurance with respect to all operations under this Agreement:

a)   Insurance which shall comply with the Workmen's Compensation Laws of the State in which operations hereunder are
     conducted.

b) Employers' Liability Insurance with limits ofnot less than $1,000,000 for each occurrence.

c)   Comprehensive General Liability Insurance with limits of not less than (i) $1,000,000 for each occurrence for bodily
     injury, and (ii) $1,000,000 for each occurrence for property damage. Operator shall provide an AFE insurance program
     with coverage as follows: Premises and operations, sudden and accidental pollution, underground resources, products and
     completed operations, and blowout, cratering and explosion coverage.

d) Automobile Liability Insurance, including owned, hired and non-hired vehicles, with combined single limits of $500,000.

e)   Coverages in subparagraphs (c) and (d) above shall include Non-Operators as Additional Insured.

f)   Excess Liability Coverage in excess of the coverage in subparagraphs (a), (b), (c), (d) and (e) above with a combined single
     limit for Bodily Injury and Property Damage ofnot less than $1,000,000 for each occurrence.

g)   All premiums on the above provided for insurance shall be charged to the Joint Account. Except as may be otherwise
     expressly provided in the Operating Agreement to which this Exhibit is attached, the Joint Account shall be charged with
     all liabilities and expenditures resulting from any claims, damages, or losses against which Operator is not required to carry
     insurance.

h)   Operator shall not be liable to Non-Operators for loss, suffered on account of the insufficiency of insurance carried, or of
     the insurer with whom carried, nor shall Operator be liable to Non-Operators for any loss accruing by reason of Operator's
     inability to provide or maintain the insurance specified above, provided, however, that if at any time Operator is unable to
     obtain or maintain such insurance, Operator shall promptly notify Non-Operators in writing of such fact and Non-Operators
     may obtain and maintain such insurance at their expense.




                                                                                                                    SEC 189069
                                                        EXHIBIT"E"


                                          Attached to and made a part of
                Operating Agreement dated May I, 2008, between RAW Oil & Gas Inc., as Operator and
                                  Smith Energy Company, eta!, as Non-Operators.


                                            GAS BALANCING AGREEMENT

The parties to the Operating Agreement to which this agreement is attached own the working interest in the gas rights
underlying the Contract Area covered by such agreement in accordance with the percentages of participation as set forth
in Exhibit "A" to the Operating Agreement.

Each party has made (or will make) arrangements to sell or utilize its share of the gas well gas produced from the
Contract Area. However, the respective gas markets of the parties may be limited from time to time; therefore, to permit
the parties as much flexibility as possible in meeting the demands of their respective markets, the parties hereto agree to
the following storage arrangement:

                                                           Section I.

From and after the date of initial delivery of gas well gas from any proration unit within the Contract Area, during any
period when the market of a party is not sufficient to take that party's full share of the gas well gas produced, the other
parties shall be entitled to produce each month, in addition to their own share of production, that portion of any other
party's share of production which said party is unable to market, or its purchaser does not take, of the allowable gas
production assigned to such proration unit by the appropriate regulatory authority having jurisdiction in the premises or
at the maximum efficient rate, ifno such allowable gas production is so assigned, except, however, that no party shall be
entitled to take or deliver to a purchaser gas production in excess of three hundred percent (300%) of its share of
allowable gas production or maximum efficient rate unless that party has gas in storage. The parties hereto shall share in
and own the lease condensate (liquid hydrocarbons recovered from such gas by lease equipment) in accordance with
their respective above specified interests, upon and subject to the terms of the Operating Agreement.

                                                           Section2.

A party taking less than its full share of the gas well gas produced shall be credited with gas in storage on a BTU basis
equal to its full share of the total gas well gas produced, less such party's share of such gas used in lease operations or
vented or lost, and less that portion of such gas such party took or delivered to the purchaser. Operator will maintain a
running account of the gas balance as between the parties hereto and will furnish each party monthly statements showing
the total quantity of gas well gas produced, the portion thereof used in lease operations, vented or lost, the total quantity
of gas well gas delivered to market, and the monthly and cumulative total over and under delivery of each party on an
MCF and on a BTU basis.

                                                          Section 3.

After notice, any party may at any time begin taking or delivering to a purchaser its full share of the gas well gas
produced (less such party's share of such gas used in the lease operations, vented or lost). To allow the recovery of gas
in storage and to balance the gas account of the parties in accordance with their respective interests, a party with gas well
gas in storage shall be entitled to take or deliver to a purchaser its full share of the gas well gas produced (less such
party's share of such gas used in lease operations, vented or lost), plus a share of gas not exceeding its gas in storage
determined by multiplying (l) twenty-five percent (25%), by (2) the interest in the proration unit's current production
(less such party's share of such gas used in lease operations, vented or lost) of the party or parties without gas in storage,
by (3) a fraction, the numerator of which is the interest in the proration unit of such party with gas in storage and the
denominator of which is the total percentage interest in the proration unit of all parties with gas in storage.

                                                          Section4.

Nothing herein shall be construed to deny any party the right, from time to time, to produce and take or deliver to its
purchaser its full share of the allowable gas production to meet the deliverability tests required by its purchaser. Each
party shall at all times use its best efforts to regulate its takes and deliveries from the Contract Area so that wells will not
be shut in for over producing the allowable, if any, assigned thereto by the regulatory authority having jurisdiction.

                                                          Section 5.

Each party producing or taking or delivering gas well gas to its purchaser shall pay any and all royalties and production
taxes due on such gas.

                                                          Section 6.

Should production of gas well gas from a proration unit be permanently discontinued before the gas account is balanced,
settlement will be made between the parties for gas which has not been recovered by any party from storage. In making




                                                                                                                     SEC 189070
such settlement, if there is any party whose gas has not been recovered from storage, or a party who has sold more than
jt, <har~ of gas well gas, then the amount owed (as hereinafter defined) by each of the latter shall be foiwarded to the
operator who shall allocate the sum of such amounts and pay the former in proration to the respective ownerships in gas
not recovered from storage. The amount owed by each party who has sold more than its share of gas well gas shall be
the weighted average of the amounts received by such party upon sale of such gas during the period or periods
overproduction is accrued by such party, less base lease royalty and taxes paid thereon; provided, however, that as to gas
sold in interstate commerce by such party, such amounts shall be based upon that portion of the rate or rates not subject
to refund applicable to and collected for the volumes sold during such period or periods by such party under orders of
the regulatory body having jurisdiction which are final at the time of such settlement, plus any additional collected
amounts which are not ultimately required by said body to be refunded, such additional collected amounts to be
accounted for at such time as final determination is made with respect thereto. For the purpose of the preceding
sentence, the weighted average of the amounts received by such party shall be determined by weighting the respective
amounts received for such gas on the basis of volumes of overproduction that accrue hereunder to the account of such
party during the period for which such amount was received As to any gas which any party hereto may take for its own
use or sell to a third party purchaser affiliated with such selling party such sum or amount of money for the amount of
such gas thereof shall be based upon the rate which would have been received by the under produced party as if such gas
had been taken during the period or periods of underproduction under its contract with a nonaffiliated third party
purchaser, but, if the underproduced party has no such contract, such sum or amount of money shall be based on the
average rate received by other parties hereto for their share of gas during the affected period.

                                                       Section 7.

This agreement shall constitute a separate agreement as to each proration unit within the Contract Area and shall become
effective in accordance with its terms and shall remain in force and effect as long as the Operating Agreement to which it
is attached remains in effect, and shall inure to the benefit of and be binding upon the parties, their successors, legal
representatives and assigns.

                                                       Section 8.

Nothing herein shall change or affect each party's obligations to pay its proportionate share of all costs and liabilities
incurred in lease operations in accordance with and subject to the provisions of the Operating Agreement




                                                                                                                SEC 189071
            TAB E
North Mound Lake Letter
       (DX 1345)
     (incorrectly dated as
January 17, 2008 instead of July)




                5 
                                      RAW Oil & Gas Inc.
12312 Slide Road                                                                                 (806) 771-7766
Lubhock, Tl>.ras 79424



                                                January 17, 2008



Mark P. Hardwick
P.O. Box 213
Midland, Texas 79702
                                                Re:     N. Mound Lake Prospect
                                                        Section 39, Block E, EL&RR Ry. Co.
                                                        Lynn and Terry Counties, Texas


Dear Mark:

      This letter is to set out our verbal agreement of your participation in RAW Energy's N. Mound
Lake Prospect covering the lands captioned above.

         RAW Energy, L.C. has is entering into certain Oil and Gas Leases covering the above captioned
lands. RAW agrees to assign Mark P. Hardwick a 6.25% leasehold interest, delivering the same net
revenue that the leases are originally burdened with retaining no additional ORRI. RAW further agrees to
carry Mark P. Hardwick for the 6.25% percent leasehold working interest to the casing point in the first
well drilled on the lease. This carried interest also includes all leasehold cost prior to drilling the first well.
Hardwick will pay his way on the completion cost of the first well and all subsequent operations including
any additional acreage purchases within the AMI area as defined in the Joint Operating agreement which
is governing the prospects operations.

       Additionally, RAW anticipates selling the prospect with a Geological cost of $50,000.00 charged to
the buyer. Upon selling the prospect, RAW will pay Hardwick $12,500.00 of the total Geological cost.

     RAW's obligations above will be proportionally reduced as to the amount of Leasehold Interest
RAW acquires. If RAW acquires 50% of the leasehold, its above obligations will be reduced by one-half.

       Thank you and if the above adequately stated our verbal agreement covering the Parks Prospect,
please indicate by signing below and returning one copy of this letter to my office.




                                                      a!J.LL-
                                                      ~       truly yours,




                                                            DEFENDANT’S
                                                            TRIAL EXHIBIT
                                                                   1345
                                                         __________________

                                                                                                       SECA274635
        TAB F
       Big Bump
Participation Agreement
& Operating Agreement
       (DX 1354)




           6 
                                            BIG BUMP PROSPECT
                                           LYNN COUNTY, TEXAS
                                      PARTICIPATION AGREEMENT


This Participation Agreement (the "Agreement") dated and effective as of the 19th day of October, 2009 (the
"Effective Date"), is entered into by and between RAW Oil & Gas, Inc. ("RAW"), JDH RAW Energy,
L.C., formerly known as RAW Energy, L.C. ("RAW LC"), Mark P. Hardwick ("Hardwick"), Steve
Blaylock ("Blaylock"), Elger Exploration, Inc. ("Elger"), and Smith Energy Company ("Smith").
Hardwick, Blaylock, and Elger are at times referred to collectively as the "RAW Participants" and,
together with Smith, the "Participants". The Participants, RAW and RAW LC, are at times referred to
individually as a "Party" and collectively as the "Parties."

         WHEREAS, RAW LC is purchasing Leases covering the lands set out on Exhibit "A", attached
hereto ("Prospect Area"); and

         WHEREAS, the Parties have agreed to participate in a program to explore for and develop oil and
gas within the Prospect Area in the undivided percentages set forth below, all in accordance with the terms
herein; and

        WHEREAS, the Parties intend that Smith shall own an undivided 75.0% interest in and to the
Leases acquired covering the lands defined in Exhibit "A", and Smith shall pay 100.0% of the acreage and
land costs associated with the Prospects. (Acreage cost should average between $100.00 and $300.00 per
acre and the land cost will consist of brokerage, leasing, and title opinion cost). In addition, a onetime
geological prospect generation fee of $50,000.00 will be payable by Smith upon the execution of this
Agreement. Smith shall pay 100.0% of all expenses incurred in connection with the drilling expenses
(through the casing point election) on the first well drilled on the Prospect. Smith shall pay 75.0% of all
expenses incurred in connection with the equipping, completion and lease operating. The Participants shall
become parties to the AAPL Form 610-1989 Joint Operating Agreement ("Operating Agreement"), dated
November 1, 2009, naming RAW as Operator and covering operations with respect to the Leases. (If RAW
is unable to secure Leases and or assignments or farmouts on I 00% of the mineral/leasehold interest in the
initial drillsite tract, Smith 's obligations above will be proportionally reduced in relation to the amount of
interest RAW has acquired. This proportionate reduction includes, but is not limited to, land cost, acreage
cost, drilling and completion cost. This does not include the one time geological cost of $50,000.00 which
is payable upon the execution ofthis Agreement. )

         NOW, THEREFORE, for and in consideration of the premises and the mutual covenants,
agreements and obligations set forth herein and to be performed, and other good and valuable consideration,
the receipt and sufficiency of which are acknowledged by the Parties hereto, the Parties agree as follows:

         1. Definitions.

         (a) "Affiliate" means, with respect to any party, a person or entity that directly or indirectly, through
one or more intermediaries, controls, is controlled by, or is under common control with, the party in
question. As used in the definition of "Affiliate", the term "control" means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and policies of a party, whether
through ownership of voting securities, by contract or otherwise.

        (b) "Prospect Area" shall mean the areas defined on Exhibit "A".




                     DEFENDANT’S
                     TRIAL EXHIBIT
                             1354
                  __________________                                                                      SEC 189648
         (c) "Casing Point Election" means the well has been drilled to the objective depth, at which time the
 owners of the majority of the interests will decide whether to commit additional dollars to "setting pipe" to
 attempt a completion or to plug and abandon as non-commercial.

        2. Representations and Warranties of RAW. RAW represents and warrants to Participants the
following:

         (a) Without making any warranty or representation of any kind relating to the title of any lessor to
the minerals covered by the Leases (any such warranty being expressly disclaimed), RAW represents and
warrants that it is the owner of such of the rights of lessee under the Leases as are to be assigned to
Participants pursuant to the provisions hereof; that it has good and sufficient title to such interest and rights;
and that it has the right, power and authority to sell and transfer said interests and rights to Participants.

        (b) There are no proceedings, judgments or liens now pending or, to the knowledge of RAW
threatened against RAW which would affect the Leases or the Prospect Area except those as have been
previously disclosed to Participants in writing.

          (c) The interest in the Leases to be assigned to Participants will be assigned free and clear of any
liens, claims or encumbrances upon said Leases created by, through or under RAW.

        3. Covenants of RAW. RAW, as Operator under the Operating Agreement, covenants and agrees to
perform the tenns of, and provide the documents, information and data required by, Schedule A attached
hereto.

         4. Acknowledgments by the Parties. The Parties acknowledge and agree to the following:

         (a) The Parties shall execute and record in Lynn County, Texas a memorandum of this Agreement.

         (b) The Parties represent and warrant to each other that the interests in the Leases acquired by them
hereunder are being acquired for investment only and not with a view to any "distribution" (as such term is
used in the Securities Act of 1993, as amended) thereof, and neither of them shall offer to sell or otherwise
dispose of the Leases so acquired by it in violation of any of the registration requirements of the Securities
Act of 1993, as amended, or any applicable state securities laws, and that each of the Parties qualifies as an
"accredited investor" as defined in Regulation D under the Securities Act of 1993, as amended.

          (c) The Parties represent and warrant to each other that each has received information regarding the
interest in the Leases being acquired by it pursuant to this Agreement, each has been provided access to any
and all written information, documents and materials that it has requested, has obtained to the satisfaction of
itself and its counsel answers to all inquiries made by it and has been given an opportunity to obtain all
answers and information that it believes necessary or appropriate to evaluate the suitability of an investment
in the interests in the Leases being acquired by it; and, in evaluating the suitability of an investment therein,
neither it nor its counsel has relied upon any representations or other information (whether oral or written)
other than as set forth herefn.

         (d) The Parties represent and warrant to each other that (i) each can bear the economic risk of losing
its entire investment in the interests in the Leases, and (ii) each has adequate means for providing for its
current financial needs and contingencies, does not have as an investment objective the immediate receipt of
income and has no need for liquidity in an investment in such interests.


                                                       2




                                                                                                         SEC 189649
          5. Interests Assigned to the Participants.

              (a) RAW LC hereby agrees to assign to Smith 75.0% of 8/Sths of its rights and interests existing
 under each of the Leases, burdened only by the royalty payable to the Lessor of each Lease, without any
 other reduction. Immediately on payment of all initial acreage, geological and land costs for which Smith is
 obligated to RAW in this Agreement, Smith shall be entitled to an assignment of its working interest, and
 related net revenue interest, in the area earned by such participation.

             (b) RAW LC hereby agrees to assign to each of the RAW Participants 6.25% of 8/8ths of its
 rights and interests existing under the Leases. When assignments of record title to the Leases are made by
 RAW, each of the RAW Participants shall receive an assignment of its proportionate undivided working
 interest and attributable net revenue interest in and to each Lease in which the Participants are entitled to
 receive an interest pursuant to this Participation Agreement and the Operating Agreement.

           (c) Except as stated in paragraph S(a) above, the interests assigned to each Participant pursuant
to this Agreement are hereby expressly assigned subject to their proportionate part of all of the terms,
covenants, reversionary interests and other production burdens referenced in the following:

                  (i) each Lease; and
                  (ii) the Operating Agreement referenced in paragraph 11 below.

         6. Duties and Role of RAW. RAW has been designated the Operator in accordance with the
Operating Agreement. As such, RAW, in addition to any other duties assigned to it pursuant to the
Operating Agreement, shall have the overall responsibility to conduct all negotiations with landowners in
the Prospect Area, conduct all title investigations required by this Agreement, conduct drilling operations,
select acreage to lease, and carry out production operations.

         7. Participation of the Parties in the Prospect Area 3D Seismic, and Subsequent Wells.

         (a) Smith agrees to reimburse RAW for 100.0% of the acreage and land costs associated with the
Prospect Area. In addition, upon execution of this agreement, Smith will pay a one-time $50,000
geological/geophysical prospect generation fee to RAW, Hardwick, Blaylock and Elger, in equal shares.
For consideration for payment of the prospect fee, Smith shall have the right to view all 3D seismic data and
all geophysical and all geophysical and geologic data and interpretations in the possession of any other
Party, subject to any confidentiality or license items relating to the 3D data.

         (b) It is understood and agreed that RAW, as Operator, will use its commercially reasonable efforts
to commence operations for the drilling of the initial well as the Prospect well promptly after the relevant
Leases have been acquired, but, in any event, no later than April 1, 2010 unless otherwise agreed by the
holders of a majority of the Interests. Enclosed herewith is RA W's Authorization For Expenditure ("AFE")
which shows the total estimated costs to drill, complete and equip such well. In no event, without the
written approval of the holders of a majority of the Interests, shall a lapse of the AFE serve to extend the
time within which Operator is required to commence operations for the drilling of a well.

         (c) RAW and the RAW Participants shall be collectively entitled to an undivided 25.0% working
interest carried to the casing point on the initial well drilled on the Prospect Area. All subsequent wells will
be on a heads-up basis.

        (d) As to all wells drilled within the Prospect Area, each will be subject to a casing point election at
which, if any Party elects not to participate in such drilling or completion, such Party will relinquish and

                                                       3




                                                                                                        SEC 189650
assign to the participating Parties all of its or their leasehold interests in and to the well and the Prospect
Area as defined in Exhibit "A".

        In the event that any Party elects not to participate in a completion attempt, the non-consenting
Party will be subject to the provisions in the governing JOA.

        (e) No Party shall have the right to reinstatement of an interest in a well or acreage relinquished in
accordance with this Section 7, whether by payment of a cash penalty, production penalty, or otherwise.

        (f) In the event of a default by RAW or RAW LC or RAW Participants, as defined and described in
Article VII of the Operating Agreement, the Participants shall have the right to exercise any and all
remedies available to the non-defaulting Parties specified in Article VII of the Operating Agreement, which
are incorporated herein by reference.

8. Area of Mutual Interest ("AMI") and Right of First Refusal.

         (a) No Party, either directly or through an Affiliate, may transfer or acquire any lease, royalty,
overriding royalty or other interest of any type in the mineral estate or any petroleum exploration or
seismic license (individually and collectively an "Interest"), or participate in the acquisition of any
Interest from a third party holding any Interest, which Interest is located partially or entirely within the
Prospect Area, other than in accordance with the provisions of this paragraph and the Operating
Agreement.

        (b) The parties to this Participation Agreement hereby create an Area of Mutual Interest
("AMI"), which will consist of all of the lands included within the Contract Area described in Exhibit
"A" to the Operating Agreement dated November 1, 2009. The AMI shall remain in effect for so long as
any Lease in which some or all of the Parties own an interest remains in effect or until January 1, 2020,
whichever first occurs. The Parties hereby incorporate by reference the provisions of Article XVl,M of
the Operating Agreement into this Agreement as is set out in full as the AMI terms and procedures.

        (c) The Parties to this Participation Agreement hereby grant to each other a preferential right to
purchase all or any part of a Party's Interest which is to be Transferred to any third party other than a
Permitted Assignee, all as defined below.

                 (i)      If the Party desires to Transfer, as defined below, its Interests, or any portion, in
this Agreement or the AMI (a "Transferor Party(ies)"), Transferor Party(ies) must first provide written
notice of such intent to the other Parties. If the proposed Transfer is to a Permitted Assignee, the non-
transferring Parties shall not have a Right of First Refusal as to that Transfer. If the proposed Transfer is
to a Party other than a Permitted Assignee, as defined below, the non-transferring Parties shall then have
the right ("Right of First Refusal"), but not the obligation, to purchase their proportionate share of the
offered portion of the Interests pursuant to this paragraph. The non-Transferor Parties shall have thirty
(30) days from receipt of such notice within which to determine whether it or they elect to purchase the
offered Interests. If the proposed Transfer is to a Permitted Assignee, the non-Transferor will not have a
Right of First Refusal but the Permitted Assignee must ratify this Agreement and the applicable
Operating Agreement and the Transferor shall be jointly and severally liable for all liabilities and
obligations of the Permitted Assignee under this Agreement and the Operating Agreement. "Transfer"
means any sale, lease, conveyance, gift, transfer, exchange, assignment, disposition by will or inheritance
or other disposition of (or any agreement or arrangement to sell, lease, convey, gift, transfer, exchange,
assign, or otherwise dispose of) all or any portion of the Transferor Parties' Interests in any manner,


                                                      4




                                                                                                       SEC 189651
directly or indirectly, whether for money, other consideration or otherwise. "Permitted Assignee" means:
 (w) a spouse, descendants or relative of the Transferor Party; (x) the spouse, descendants or relative of
the controlling person of a Transferor Party or the spouse, descendants or relative of a manager of a
Transferor Party; (y) a legal entity including but not limited to any Trust, partnership, or company
controlled by the Transferor Party or by the spouse, descendants or relatives of the Transferor Party; and
(z) any employee, consultant or person under contract to a Transferor Party (or any Trust, entity or
partnership owned by such person).

                  (ii) If the Transfer contemplated by section 8(c)(i) above results from a bona fide offer
to purchase from a third party, exercise of the non-Transferor Parties' Right of First Refusal shall be
based on the same terms and conditions as the third party offer. If the Transfer contemplated by section
8(c)(i) above is not the result of a bona fide third party offer, the non-Transferor and the Transferor
Parties shall attempt to agree upon a purchase price for the Transferred Interests. In the event the Parties
fail to agree upon a purchase price for the Transferred Interests within ten (10) days after exercise by the
non-Transferor Parties of their Right of First Refusal, then the Transferor Party shall not be allowed to
Transfer the Transferred Interest to the third party and the Non-Transferor Party shall not be entitled to
purchase the Transferred Interest. The provisions of Section 8 shall apply to any future Transfer by the
Transferor Party.

        9. Financing. Any party shall have the right to arrange its own financing for any wells or other
projects to be conducted on the Prospect Area without any obligation to provide, or assist the other in
obtaining, similar financing. No party shall encumber the rights and interests of any other party in the
Prospect Area. A Party shall have the right to pledge, mortgage or encumber all or any part of its interest in
the Prospect Area without triggering a Right of First Refusal under Section 8; provided that any pledge,
mortgage or encumbrance will be subject to the following restrictions and conditions:

        (i) the lender or secured party shall acknowledge in writing that the interest pledged is subject to
this Agreement and the Operating Agreement;

        (ii) the document creating the pledge or encumbrance must expressly state that upon foreclosure on
the pledged interest, the lender or secured party will receive the pledged interest subject to this Agreement
and the Operating Agreement; and

        (iii) prior to any subsequent Transfer of the interest by the lender or secured party, the lender or
secured party must comply with the procedures set forth in Section 8(c)(ii) and the other Parties shall have
the Right of First Refusal set forth in Section 8(c)(ii).

         IO. Indemnification. Each party shall indemnify, defend and save harmless each other party
and its officers, directors, employees, agents and attorneys, and each of them (the "Indemnified
Parties"), from and against any and all commenced or threatened claims, actions, suits, litigation,
administrative or enforcement proceedings or investigations (including any proceeding or action
under any federal or state law) and other legal proceedings, and all damages, costs, interest charges,
counsel fees and other expenses and penalties related thereto (collectively "Claims" or individually a
"Claim") which any of the Indemnified Parties may sustain or incur by reason of or arising from or
related to (i) any breach by the indemnifying party of any representation, warranty, covenant or
agreement or (ii) the transfer by or through the indemnifying party of any interests herein or in the
Lease. The indemnification set forth in this Section 10 shall not cover any Claim arising from or
related to any gross negligence or willful misconduct of an Indemnified Party.



                                                     5




                                                                                                     SEC 189652
         11. Operating Agreement. Upon execution of this Agreement, Participants agree to execute the
Operating Agreement substantially in the form attached hereto as Exhibit B. In the event of conflict
between the provisions of this Agreement and the Operating Agreement, the provisions of this Agreement
shall be controlling. In any assignment executed by any Party conveying part or all of the interests acquired
by it pursuant hereto, such Party agrees to include the following provision:

         The Interests conveyed hereby are subject to the terms and provisions of that certain
         Participation Agreement dated effective October 19, 2009 and that certain Operating
         Agreement dated November 1, 2009, between RAW Oil & Gas, Inc. as Operator, and
         Smith Energy Company, et al as Non-Operators.

         12. Confidentiality. Each Party agrees that the terms of this Agreement and all information
obtained or derived from the drilling operations conducted on the Prospect and all geologic and engineering
information, data and interpretations relating to the Prospect or the Contract Area is proprietary to the
Parties and constitute valuable Trade secrets. Therefore, the Parties agree to maintain the confidentiality of
all such information and no Party shall have the right to disclose or Transfer any data or information to a
third party without the written consent of all Parties; provided a Party may show the information to
consultants and advisors under contract to the Party who has acknowledged in writing that the data is
subject to the restrictions in this Agreement.

         13. Survival of Representations and Warranties. All representations and warranties contained
herein or made in writing in connection herewith shall survive the execution hereof for a period of one (1)
year after the date hereof except for those set forth in Section 2(a) and Section 2(c) which shall survive
without limitation as to time. All covenants contained herein shall survive without limitation as to time.

         14. Additional Acts. Each Party will execute and deliver all such other and additional instruments
and will do such other acts and things as may be necessary to assure more fully to the other that all
respective rights intended to be conveyed and granted are conveyed and granted.

         15. Notices. All notices or other communications given pursuant hereto shall be deemed given
when delivered, if delivered in person; one (1) day after deposit with an overnight carrier such as Federal
Express for delivery on the next calendar day; the day of transmission by telecopy (if confirmed by notice
sent by Federal Express or a similar overnight carrier for receipt the next day); or five (5) days after mailing
if sent certified mail, return receipt requested. All notices shall be given at the following addresses, unless
any party changing its notice address shall notify all other parties in writing of such change:

                                          RAW Oil & Gas, Inc.
                                          JOH RAW Energy, L.C.
                                          12312 Slide Road
                                          Lubbock, Texas 79424
                                          Attn: Joe D. Hardin
                                          Fax: (806) 77 l-7766

                                          Smith Energy Company
                                          Attn: Lester Smith, President
                                          l 001 Fannin, Suite 3850,
                                          Houston, Texas 77002
                                          Fax: (713) 759-0706



                                                       6




                                                                                                        SEC 189653
                                         Mark P. Hardwick
                                         P. 0. Box 213
                                         Midland, Texas 79702

                                         Steve Blaylock
                                         214 West Texas, Suite 306
                                         Midland, Texas 7970 I

                                        Elger Exploration, Inc.
                                        P. 0. Box 2623
                                        Midland, Texas 79702
                                        Attention: Jerry Elger, President

       16. Governing Law. The interpretation, validity and enforceability of this Agreement shall be
governed by the laws of the State of Texas other than its conflict oflaw principles.

         17. Counterparts. This Agreement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so executed shall be deemed to be
an original and all of which when taken together shall constitute one and the same agreement.

RAW OIL & GAS, INC.                                      JDH RAW ENERGY, L.C.


By:                                                      By:
      Joe D. Hardin, President                                 Joe D. Hardin, Manager



                                                         ELGER EXPLORATION, INC.


By:   ~~~~~~Jj;~~~~~­                                          Jerry Elger, President



      Mark P. Hardwick                                         Steve Blaylock




                                                   7




                                                                                                 SEC 189654
                                      SCHEDULE A


1.   Prior to commencing operations on a well, RAW shall furnish or cause to be furnished to
     Participants a location plat, an AFE detailing estimated dry hole and completion costs, the date of
     commencement of operations, the proposed spud date and a drilling title opinion covering the
     drillsite tract along with copies of any curative documents obtained in connection therewith.

2.   RAW shall provide to Participants, upon request, a seismic and/or subsurface map depicting the
     structure(s) to be encountered and, on request, make available the data used to make such map.

3.   RAW shall furnish or cause to be furnished to Participants the date drilling is commenced, daily
     drilling reports, by fax and in writing, containing customary information; and advance notice of
     coring, testing and running surveys so that a representative can be present and have access to all
     well information.

4.   With respect to all wells, RAW shall test or cause to be tested all prospective hydrocarbon
     bearing horizons, run appropriate electric logs and furnish to Participants a field print, copy of
     such log(s) and other well data.

5.   After well completion, RAW shall furnish or cause to be furnished to Participants a final print of
     log(s) and notices to all governmental authorities.




                                                8




                                                                                               SEC 189655
                                           EXHIBIT "A"

                     Attached to and made a part of Participation Agreement
                            dated October 19, 2008, by and between
                RAW Oil & Gas, Inc., JOH Raw Energy, L.C., Smith Energy Company,
                  Mark P. Hardwick, Steve Blaylock, and Elger Exploration, Inc.



Prospect and AMI Area

      Section 55, Abstract 394, Georgetown Ry. Co. Survey, Lynn County, Texas (640.00 ac.)

      South Half of Section 57, Abstract_, Georgetown Ry. Co. Survey, Lynn County, Texas
      (320.00 ac.)

      West 200 Acres of Section 20, Abstract 948, D&SE Ry. Co. Survey, Lynn County, Texas
      (200 ac.)

      North 200 Acres of Section 7, Abstract 998, Block C-40, PSL Survey, Lynn County, Texas
      (200 ac.)




                                                 9




                                                                                               SEC 189656
                                     EXHIBIT "B"

                               Attached to and made a part of
 Participation Agreement dated November 1, 2009, between RAW Oil & Gas Inc., as Operator
                                            and
                      Smith Energy Company, etal, as Non-Operators


                              A.A.P.L. FORM 610 - 1989

             MODEL FORM OPERA TING AGREEMENT


                             BIG BUMP PROSPECT




                               OPERATING AGREEMENT

                                        DATED

                             NOVEMBER 1             2009

OPERATOR     RAW Oil & Gas Inc.




COUN1Y OR PARISH OF _L"'"YN'--N
                             _ _ _ _ _ _ _ _ _ , STATE OF _T_E"""X""A_S_ _ __




                                            COPYRIGHT 1989 -     ALL RIGHTS RESERVF.D
                                            AMERICAN    ASSOCIATION      Of       PETROLEUM
                                            LANDMEN,    4100    FOSSIL     CREEK      Bl.VD.
                                            FORT WORTH, TEXAS, 76137, APPROVl'Jl FORM.


                                                       AA.P.I... NO. 610 ·-1989




                                                                                               SEC 189657
  A.AP .L. FORM 610 - MODEL FORM OPERATING AGREEMENT - 1989

                                                                 TABLE OF CONTENTS

  Article                                                                         Title                                                                           ~
       I. DEFINITIONS .......................................................................................................................................... I
      II. EXHIBITS ................................................................................................................................................ !
     m.      INTERESTS OF PARTIES ...................................................................................................................... 2
         A. OIL AND GAS INTERESTS: .............................................................................................................. 2
         B. INTERESTS OF PARTIES IN COSTS AND PRODUCTION: .............................................................. 2
         C. SUBSEQUENTLY CREATED INTERESTS: ...................................................................................... 2
     JV. TITLES ....... :............................................................................................................................................. 2
         A. TITLE EXAMINATION: ...................................................................................................................... 2
         B. LOSS OR FAJLURE OF TITLE: ........................................................................................................... 3
              I . Failure of Title............................................................................................................................... 3
              2. Loss by Non-Payment or Erroneous Payment of Amount Due ........................................................ 3
              3. Other Losses .................................................................................................................................. 3
              4. Curing Title ................................................................................................................................... 3
      V. OPERATOR ............................................................................................................................................. 4
         A. DESIGNATION AND RESPONSIBILITIES OF OPERATOR: .......................................................... ..4
            B. RESIGNATION OR REMOVAL OF OPERATOR AND SELECTION OF SUCCESSOR: .................. 4
                 !. Resignation or Removal of Operator ............................................................................................. .4
                2. Selection of Successor Operator..................................................................................................... 4
                3. Effect of Bankruptcy .................................................................................................................... .4
            C. EMPLOYEES AND CONTRACTORS: ............................................................................................... 4
            D. RIGHTS AND DUTIES OF OPERA TOR: ........................................................................................... 4
                 I. Competitive Rates and Use of Affiliates ......................................................................................... 4
                2. Discharge of Joint Accowit Obligations ......................................................................................... 4
                3. Protection from Liens .................................................................................................................... 4
                4. Custody ofFunds........................................................................................................................... 5
                5. Access to Contract Area and Records ............................................................................................. 5
                6. Filing and Furnishing Governmental Reports ................................................................................. 5
                1. Drilling and Testing Operations ..................................................................................................... S
                8. Cost Estimates ............................................................................................................................... 5
                9. Insurance ....................................................................................................................................... 5
    VI. DRILLING AND DEVELOPMENT ........................................................................................................ 5
       A. INITIAL WELL: ................................................................................................................................... 5
       B. SUBSEQUENT OPERATIONS: .......................................................................................................... 5
            1. Proposed Operations .................................................................................. ,................................... 5
            2. Operations by Less Than All Parties .............................................................................................. 6
            3. Stand-By Costs .............................................................................................................................. 7
            4. Deepening ..................................................................................................................................... 8
            5. Sidetracking .................................................................................................................................. 8
            6. Order of Preference ofOperations .................................................................................................. 8
           1. Conformity to Spacing Pattem ....................................................................................................... 9
            8. PayingWells ....................................................................................................................-............. 9
       C. COMPLETION OF WELLS; REWORKING AND PLUGGING BACK: .............................................. 9
            I. Completion.................................................................................................................................... 9
           2. Rework, Recomplete or Plug Back ................................................................................................. 9
       D. OTHER OPERATIONS: ....................................................................................................................... 9
       E. ABANDONMENT OF WELLS: ........................................................................................................... 9
            I. Abandonment of Dry Holes ........................................................................................................... 9
           2. Abandonment of Wells That Have Produced ................................................................................ 10
           3. Abandonment ofNon-ConsentOperations ................................................................................... 10
      F. TERMINATION OF OPERATIONS: .................................................................................................. 10
      G. TAKINGPRODUCTIONINKIND: ................................................................................................... 10
           (Option 1) Gas Balancing Agreement ............................................................................................... 10
           (Option 2) No Gas Balancing Agreement.. ........................................................................................ 11
 VII. EXPENDITURES AND LIABILITY OF PARTIES ............................................................................. 11
      A. L!AB!LlTY OF PARTIES: ................................................................................................................ 11
      B. LIENS AND SECURITY INTERESTS: .............................................................................................. 12
      C. ADVANCES: ...................................................................................................................................... 12
      D. DEFAULTS AND REMEDIES: .......................................................................................................... 12
           1. Suspension ofRights ................................................................................................................... 13
           2. Suit for Damages ......................................................................................................................... 13
           3. Deemed Non-Consent. ................................................................................................................. 13
           4. Advance Payment........................................................................................................................ 13
           5. Costs and Attorneys' Fees............................................................................................................ 13
      E. RENTALS, SHUT-IN WELL PAYMENTS AND MINIMUM ROYALTIES: ..................................... 13
      F. TAXES: ............................................................................................................................................... 13
VIII. ACQUISITION, MAINTENANCE OR TRANSFER OF INTEREST .................................................. 14
      A. SURRENDER OF LEASES: ............................................................................................................... 14
      B. RENEWAL OR EXTENSION OF LEASES: ....................................................................................... 14
      C. ACREAGE OR CASH CONTRIBUTIONS: ........................................................................................ 14




                                                                                                                                                                           SEC 189658
A.AP.L. FORM 610 - MODEL FORM OPERATING AGREEMENT - 1989

                                                             TABLE OF CONTENTS

          D. ASSIGNMENT; MAINTENANCE OF UNIFORM INTEREST: .................................................. 15
          E. WAIVER OF RIGHTS TO PARTITION: ...................................................................................... 15
      F. PREFBRBl'mAL RIGHT TO PURCHASE: .................................................................................. 15
  IX. INTERNAL REVENUE CODE ELECTION ............................................................... ;.................. 15
   X. CLAIMSANDLAWSUITS ............................................................................................................. 15
  XI. FORCE MAJEURE .......................................................................................................................... 16
 XU. NOTICES .......................................................................................................................................... 16
XIII. TERM OF AGREEMENT ............................................................................................................... 16
XIV. COMPLIANCE WITH LAWS AND REGULATJONS................................................................... 16
      A. LAWS, REGULATIONS AND ORDERS: .................................................................................... 16
      B. GOVERNING LAW: .................................................................................................................... 16
      C. REGULATORY AGENCIES: ...................................................................................................... 16
 XV, MISCELLANEOUS ......................................................................................................................... 17
      A. EXECUTION: ............................................................................................................................... 17
      B. SUCCESSORS AND ASSIGNS: ................................................................................................... 17
      C. COUNTERPARTS: ....................................................................................................................... 17
      D. SEVERABILITY .......................................................................................................................... 17
XVI. OTHER PROVISIONS..................................................................................................................... 17




                                                                            ii




                                                                                                                                                             SEC 189659
             A.AP .L. FORM 610 - MODEL FORM OPERATING AGREEMENT - 1989

                                                                  OPERATING AGREEMENT
      2                THIS AGREEMENT, entered into by and botwcen _..,R..,A~W'"'O~i~I=&"G~a~s~l..,nc"'.---------------~
            hereinafter designated and referred to as "Operator," and the signatory party or parties other than Operator, sometimes
            hereinafter referred to individually as 'Non-Operator," and collectively as "Non-Operatm. •
      S                                                                         WITNESSETH:
      6                    WHEREAS, the parties to this agreement are ownen of Oil and Gas Leases and/or Oil and Gas Interests in the land
             identified in Exhibit "A.' and the parties hereto have reached an agreement 10 ""plore and develop these Leases and/or Oil
             and Gas Interests ror tho production of Oil and Gas lo the .. ient and as hereinafter provided,
                           NOW, THEREFORE, ii is agreed as follows:
     I0                                                                           ARTICLE I.
     11                                                                          DEFINITIONS
     12                   As used in this agreeanent, the foHowing words and terms shalJ have the meanings here ascnbed to them:
     13                   A. The term "AFE" shall mean an Authority for fapenditure prepared by a party to this agreement for the purpose of
  14        estimating the costs to be incurred in conducting an operation hereunder.
  15                      B. The term "Completion" or "Complete" shaU mean a single operation inCended to oompJctc a well as a producer of OH
  16        and Gas in one or more Zones, including. but not limited to. the setting of production casing. perforating. well stimulation
  17        and production testing conducted in such operation.
  18                      C. The term 'Contract Arca" shall mean all of the lands, Oil and Gas Leases and/or Oil and Gas lntere•ts intended to be
  19        developed and operated for Oil and Gas purposes under this agroement. Such lands, Oil and Gas Lease.< and Oil and Gas
 20         lnterests are described 1n Ex.hihit h A. n
 21                       D. The term 'Deepen" shall mean a single operation whereby a well is drilled lo an objective Zone below the deepest
 22         Zone in which the well was previously drilled. or below the Deepest Zone proposed in the associated AFE. whichever is the
 23         lesser.
 24                       E. The terms "Drilling Part)'" and "Conscn~ng Party" shall mean a party who agrees to join in and pay its share of the
 25        cost of any operation conducted under the provisions of this agreement.
 26                       F. The term "Drilling Unit" shall mean the area fixed fur lhe chilling of one well by order or rule of any slate or federal
 27        body having authority. If a Drilling Unit is not fi•ed by any i;uch 11ile or order, a Drilling Unit shall be the drilling unit as
 28        ~blished by the pattern of drilling in the Contract Arca unless fixed by express agreement of the Drilling Parties.
 29                      G. Tho term 'Drillsite' shall mean the Oil and Gas !,ease or Oil and Ga• Interest on which a proposed well is to be
 30        located.
 31                      H. The term 'Initial Well' shall mean the well required lo be drilled by the parties hereto as provided in Article Vi.A.
 32                      I, The tcnn "Non-Consent WeTI" shall mean a wen in which less than an parties have conducted an operation as
 33        provided in Article vt.B.2 .
 .34                     J. The tenns "Non.Drilling Party" and "Non-Consenting Party" shall mean a party who elects not to participate in a
 35        proposed operation.
36                       K. The term "Oil and Gas" shall mean oil, gas, casinghead gas, gas condensate, and/or all other liquid or gaseous
37         hydrocarbons and other marketable substances produced therewith, unless an intent to limit the inclusiveness of this term is
38         >"pc:Cifically >1ated.
39                       L 1110 term "Oil and Gas Interests" or "Interests' shall mean unleased ree and mineral interests in Oil and Gas in tracts
40         of land lying within the Contract Area which are owned by parties to this agreement.
41                       M. The tenns 'Oil and Gas Lease.' "Lease" and "Leasehold' shall mean the oil and gas leases or intcreSIS therein
42        covering tracts of land lying within the Contract Arca which are owned by the parties to this agreement.
43                      N. The tenn "Plug Back" sha.U mean a single operation whereby a deeper Zone is abandoned in order to attempt a
44        Completion in a shallower Zone.
45                      0. The term "Recompletion" or "Rccornpletc" shall mean an operaiion whereby a Completion in ooe Zone is abandoned
46        in a·der to attempt a Completion in a different Zone within the existing wellhorc,
47                      P. The term "Rework" shall mean an operation conducted in the wellbore of a well after it is Completed 1.0 secure,
48        restore, or improve production in a Zone which is currently open to productiun in the wellhore. Such operations incJude, but
49        are not limited to, well stimulation operations but exclude any routine repair or maintenance work or drilling. Sidetracking,
50        Deepening, Completing. Rccomplcting, or Plugging Back ofa well
Sl                      Q. The term "Sidetrack" shall mean the directional control and intentional deviation of a weJI from vertical so as to
S2        change the bottom hole location unless done to straighten the hole or drill around junk in the hole to overcome other
 53       mechanical difficulties.
 54                     R. The term nzone" shall mean a h11'atum of earth con1aining or thoughi to contain a common accumulation of OH and
 SS       Gas separately producible from any other common accumulation of Oii and Ga.'1.
 56                     Unless the context otherwise clearly indicates, words used in the singular include the plural. the word 'person" includes
57        natural and artificial persons, the plural in(>ludes the singular, and any gender includes the masculine, feminine, and neuter.
58                                                                              ARTICLE II.
59                                                                               EXllJBITS
60                     The following exhibits. as indicaled below and attached hereto, are incorporated in and made a part hereof:
61        __  X_ A. Exhibit "A." shall include the foUowing infonnation:
62                         ( I) Description oflands subject to this agreement,
63                         (2) R""'ictions, if any, as to depths, formations, or substances,
64                         (3) Parties to agreement with addres"" and telephone 1111mbers for notice purposes.
65                         (4) Percentages or fractional interests of parties to this agreement,
66                         (S) Oil and Gas Leases and/or Oil and Gas Interests subject lo this agrecmen~
67                         (6) Bwdens on production.
68        __  x_ B. Exhibit 'B.' Fonn of Lease.
69        _x__ C. Exhibit ·c." Accounting J'Tocedure.
70        _x_ D. Exhibit "D," Insurance.
71        _x__ E. Exhibit"'E,•GasBaU.ncingAgrecment.
72                   F. &.hib1C "F." Plan Pisel'iminatiee Md CertiReatiert afNen Segt'eg&led Faei!iliee.
73        _x__ G. Exhibit "G,' Tax Partnership.
74                 H. O t h e r ' - - - - - - - - - - - - - - - - - - - - - - - -
                                                                            -1-




                                                                                                                                                        SEC 189660
             A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT - 1989

      I                If any provision of any CJthibi~ except Exhibits "E," "F" and "G 1" is inconsistent with any provision contained in
      2     the body of this agreement, the provisions in the body of this agreement shall prevail.
                                                                            ARTICLE Ill.
                                                                      INTERESTS OF PARTIES
            A. OU and Cas Interests:
                            If any party owns an Oil and Gas lntem;t in the Contract Arca, that Interest shall be treated fur all purposes of d1is
                agreement and during the term hereof as if it were covered by the fonn of Oil and Gas Lease attached hereto as Exhibit "B,'
                and the owner thereof shall be deemed to own both royalty interest in such lease and the interest of the les.'iOO thereunder.
      9         D. Interest> of Parnes In Costs and Production:
     10                     Unless changed by other provisions. all costs and liabilities inCU!Ted in operations under this agreement shall be borne
     11        and paid, and all equipment and materials acquired in operations on the Contract Aroa shall be owned, by the parties as their
     12        interest.~ arc set forth in Exhibit "A.,.     In the same manner, the parties sha11 also own a1t production of Oil and Gas &om the
     13        Contract Area subject, however, to the payment ofroyaltics and other burdens on productian as described hereafter.
     14                     Regardless of which party has contributed any Oil and Gas Lease or Oil and Gas Intere.<t on which royalty or other
     1S        burdens may be payable= and except as otherwise expressly provided in this agreement, each party shall pay or deliver, or
     16        cause to be paid or delivered, a.11 burdens on its share of the production from the Contract Area up to~ but not in cx.ccss of.
     17        existing lease burden•                                  and shall indemnify, defend and hold the other parties free from any liability therefor.
 18            Except as otherwi.. expressly provided in this agreement, if any party has contributed hereto any Lesso or Interest which is
     19        burdened with any royalty, oveniding royalty, production payment or other burden on production in •«ess of tho amounts
 20            stipulated above, such party so burdened shall assume and alone bear all such excess obligations and shall indemnify, defend
 21            and hold the other parties hereto hannl... &om aoy and all claims attributable to such excess burden. However, so long as
 22           the Drilling Unit for the productive Z011e(s) is identical with the Contract Arca, each party shall pay or deliver, or cause to
 23            be paid or delivered. all burdens on production from the Contract Area due under the tonns of the Oil and Gas Lease(s)
 24           which such party has conlributcd to lhis agreement, and shall indemnizy, defend and hold the other parties free ftom any
 2S           liability therefor.
 26                        No party shall ever be responsible, on a price basis higher than the price received by such party, to any other party's
 27           lessor or roya1ty owner, and if such othet· party's lessor or royalty owner should demand and receive settlement on a higher
 28           price basis, the party contributing the affected Lease shall bear the additional royalty burden attributable to such higher price.
 29                        Nothing contained in this Article 111.B. shal1 be deemed an assignment or cross-assignment of interest.Ii covered hereby,
 30           and in the event two or more parties contribute to this aweement jointly owned Leases, the: parties' undivided interests in
 31           said l.easeholds shall he deemed separate lc:asehold interest.• for the purposes of this agreement.
32            C, Subsequently Created latereslli:
33                         If any party has contributed hereto a Lease or Interest that ii; burdened with an assignment or production given as security
34            for the payinent of money. or if, after the date of this agreement, any party creates an overriding royalty, production
35            payment, net profits interes~ assignment of production or other burden payable out of production attributable to its working
36           interest hereunder, such bunion shall he deemed a "Subsequently Created Interest" Further, if an~ party has contnbuted
37           hereto a Lease or Interest burdened with an oveniding royalty, production payment, net profits inter..L•. or otltcr burden
38           payable out of production created prior to the date of this agreement. and such burden is not shown on Exhibit "A,14 such
39           burden also shall be doomed a Subsequently Created lntere...t lo the oxleot such burden causes the burdens on such party's
40           Loose or Interest to exceed the amount stipulated in Article m.B. above.
41                         The party whoso interest is burdened with the SubscqueoUy Created Interest (lhe 'Burdened Party') shall assume and
42           alone bear, pay and discharge the Subsequently Created lnterest and shall indemnify, defend and hold hannlcss the other
43           parties from and against any liability therefor. Further, If the Burdened Party fails to pay, when due, its share of cxpcmes
44           chargeable hereunder, all provisions of Article Vll.B. shall be enforceable against the Subsequently Created Interest in the
4S           same manner as they ere enforces.hie against Ute working interest of the Burdened Party. If the Burdened Party is required
46           under rhis agreement to a~<ign or relinquish to any other party, or parties, all or a portion of its working interest and/or the
47          productioo attributable thereto, said other party, or parties, shall receive said assignment and/or production free and clear of
48          said Subsequently Croatcd Interest, and the Burdened Party shall indemnify, defend and hold harmless said other party, or
49          parties. fro1n an·y and all claims and demands for payment asserted by owners of the Subsequently Created lntert:St.
50                                                                             ARTICLE IV.
51                                                                                TITLES
52          A. Title Examination:
SJ                        Title examination shall be made on the Drillsite of any proposed well prior to ccmmencement of drilling operations and,
54         if a majority in interest of tho Drilling Parties so request or Operator so elects, title examinalion shall be made on the entire
SS         Drilling Unit, or maximum anticipated Drilling Unit, of the well. · The opinion will include the ownership of tho working
56          interest, minerals, royalty, overriding royalty and production payments under the applicable Leases.                      Each party contributing
S7          Leases and/or Oil and Gas Interests to be included in the Drillsite or Drilling Unit, if appropriate, shall furnish to Operator
58         all abstracts (including federal lease status repor1s), title opinions, title papers and cwative marerial in irs possession free of
S9         charge. All such information not in the possession of or made available to: Operator by the parties, but necessary for the
60         Ol<amination of the title, shall be obtained by Operator. Operator shall cause title to be examined by attorneys on its staff or
61         by outside attorneys. Copies of all tiUe opinions shall be furnished ro each Drilling Party. Costs incurred by Operator in
62         procuring abstracts. fees paid outside attorneys for title examination (inc1uding preliminary, suppiemental. shut~in royalty
63        opinions and division order title opinions) and other direct charges as provided in F.xhibit "C' shall be borne by the Drilling
64         Partieo in the proportion that the interest of each Drilling Party hears to the total interest of all Dril1ing Parties as such
6S         interest.'i: appear in Exhibit "A." Operator shall make no charge for services rcnck:rod by its staff attorneys or other personnel
66        in the performance of the above functions.
67                        Each party shall be responsible for securing curative matter and pooling amendments or agreements required in
68        connection wilh Leases or OH and Gas lnlerests contributed by r.uch party. Operator !;hall be responsible for the preparation
69        and recording of pooHng designations or declarations and communiti?.ation agreements as we11 as the conduct of hearings
70        before governmental agencies for the scowing of spacing or pooling orders or any other cmlers necessary m appropriate lo
71        ihc conduct of operations hereunder. This shall not prevent any party fm1n appearing on its own helm.If at such hearings.
72        Costs incurred by Operator, including fees paid to oulliidc attorneys, which are associated with hearings before governmental
73        agencies. and which costs are necessary and proper lbr !he activities contemplated UJJder this agrcemen~ shall be direct
74        charges to the joint account and sha11 not be covered by the administrative overhead charges as provided in Exhibit "C. 11

                                                                                -2-




                                                                                                                                                                  SEC 189661
            A.A.P.L. FORM 6W-MODELFORM OPERATING AGREEMENT- 1989

            Operator shall make no charge for services rendered by its staff attorneys or other personnel in the performance of the ahove
      2     functions.
      3                No well shall be drilled on the Contract Arca until after (I) the title to the Drillsite or Drilling Unit, if appropriate, has
     4          been examined as above provided, and (2) the title ha.• been approved by the examining attorney or title has been accepted by
               all of the Drilling Parties in soch well.
     6         8. 1 - or FaUure of Title:
                             I. Failure of Title: Should any Oil and Gas Interest or Oil and Gas Lease be lost through failure of title, which n:sults in a
               reduction of interest fi"om that shown on F.xhibit "A," the party credited with oontributing the affected Lease or Interest
  9            (including, if applicable, a successor in interest to such party) shall have ninely (90) days Ii-om final determination of title
 I0            failure to acquire a new lease or other instrument cuting the entirety of the title failure, which acquisition will not he subject
 11            to Article Vlll.B., and failing to do so. this agreement. nevertheless, shall continue in force as to all remaining Oil and Clas
 12            Leases and lntorc.<ls; and,
 13                               (a) The party credited with contrihuting the Oil and Gas Lease or Interest affected by the title failure (including, if
 14            applicable, a successor in interest to such party) shall hear alone the cntirc loss and it shall not be enti!led to reccver !Tom
 IS            Operator or the other parties any development or operating costs which it may have previously paid or incurred, but there
  16           shall be no additional liability on its part to the other parties hereto by reason of such title failure;
  17                              (h) There shall be no retroactive adjustment of c•penses incurred or revenues received from the operation nf the
  18           Lease or ln&erest which has failed, but the interests of the parti~ contained on Exhibit •A" shall be revised on an acreage
  19           basis, as of the time it is determined finally that title failure has occurred, so that the inrerest of the party whoso I.ease or
 20            Interest is affected by the title failure will th~n.,. be reduced in the Contract Area by the amount of the Lease or Interest failed;
 21                               (c) If the proportionate interest of the other parties hereto in any producing well previously drilled on the Contract
 22           Arca is increased by reason of the title failure, the party who bore tho costs incurrocl in connection with such well aUributable
 23           to the Lease or Interest which has failed shall receive the proceeds attn'butablc to the increase in such interest (less costs and
 24           burdens attributable thereto) until it has boon rcimbun;cd for unrecovc:red costs paid hy it in connection. with Sll(:h well
 2S           attributable to such failed Lease or Interest
 26                               (d) Should any person not a party to this agreemen~ who is determined to be the owner of any Lease or Interest
 27           which has failed, pay in any manner any part of the cost of operation. development., or equipment. such amount shall be paid
 28           to the party or parties who bore the costs which are so refunded;
 29                              (e) Any liability to account to a peraon not a party to this agreement for prior production of Oil and Gas which arises
 30           by reason of title lltilurc shall be borne severally by each party (including a predecessor to a current party) who received
 31          production for which such accounting is required based on the amount of such production ref...'eived. and each such party shall
 32          severally indemnify, defend and hold harmless all other parties hereto for any such liability to account;
 33                              (f) No charge sha11 bo made to the joint account for legal expenses_ fees or salaries in connection with the defense of
 34          the Lease or Interest claimed to have failed, bu1 if the party contributing such Lease or Jnten:st hereto elects to defend its title
 JS          it shall bear all expenses in connection therewith: and
 36                              (g) If any party is given credit on Exhibit "A' to a Lease or Interest which is limited solely to ownership of an
 37          ;nterest in the wellbore of any well or wells and the production therefrom, such party's absence of interest in the remainder
 38          of the C'.onb'Bct Area shall be considerod a Failure of Title as to such remaining Contract Area unless that absence of interest
 39          is reflected on Exhibit 11 A."
 40                        2. Loss by Non~Payment or Erroneous Payment of Amount Due: If, through mistake or oversight. any rental, shut~in weU
41           payment. minimum royally or royalty payment, or other payment necessary to maintain all or a portion of an Oil and Gas
42           Lease or interest is not paid or is erroneously paid, and as a n:suh a Lease or Interest terminates, there shall be no monetary
43           liability againSI the party who failed to make such paymen~ Unless the party who failed to make the required payment
44          sacures a new Lease or Interest covering the same Interest within ninety (90) days &om the discovery of the failure to make
45          proper paymen1, which acquisition will not be subject to Article Vlll.B., the interests of the parties reflected on Exhibit 'A'
46          shall be rcvisod on an acreage basis, effective as of the date of ter1nination of the Lease or Interest involved, and the party
47          who failed to make proper payment will no longer be credited with an interest in the Contract Area on account of ownership
48          Of the !..ease or Interest which has terminated. If the party who railed to make th• required payment shall nol have been fully
49          reimbursed. at the time of the loss, from the proceed.• of the sale of Oil and Gas attributable to the lost Lease or lntercs~
SO          calculated on an acreage basis, for lhc development and operating costs previously paid on account of such I.case or Interest.
SI          it shall be reimbursed for unrecovered actual costs previously paid by it (hut not for its share of the cost of any dry hole
S2          previously driUed or wells previously abandoned) from so much of the foUowing as is necessary to effect reimbursement:
S3                              (a) Proceeds of Oil and Gas produced prior to tcnnination of the Lease or Interest, 1..... operating expenses and lease
S4         burdens chargeable hereunder lo the person who failed to make payment. previously acorued to the credit of the Jost I.ease or
SS          Interest, an an acreage basis, up to the amount of unrecovered costs;
S6                              (b) Proceeds of Oil and Gas. less operating expenses and lease burdens chargeable hereunder to the pen;on who failed
S7         to make payment, up to the amount of unrecovcrcd costs attributable to that portion of Oil and Gas thereafter produced and
S8         mari<eted (excluding production from any wells thereafter drilled) which, in 1he absence of such Lease or lntere.<t termination,
S9         would he attributable to the lost Lease or Interest on an acreage basis and which as a result of such Lease or Interest
60         termination i• credited to other parties, the proceeds of said portion of the Oil and Gas to be contributed by the other parties
61         in proportion to their respective interests reflected an Exhibit "A 11 ; and,
62                              (c) Any monies, up to the amount of unrecovered costs, that may he paid by any party who is, or bocomes, the owner
63         of the Cease or Interest lost, for the privilege of participating in the C".ontract Area or becoming a party to this agreement
64                        3. OthO" tosses: AU losses of Leases or Interests committed to this agreement. ocher than those set forth in Articles
6S         IV.0.1. and IV.B.2. above, shall be joint losses and shall be borne by all parties in proportion to their interests shown on
66         Exhibit "A." This shall include but not be limited to the loss of any Lease or Interest through failure to develop or hecausa
67        express or implied covenants have not been perfonncd (other than performance which requires only the payment of money),
68        and the loss of any Lease by expiration at the end of its primary term if it is not roncwod or ••tended There shall be no
69        readjustment of intercst111 in the remaining portion of the C"..ontracl Area on account of any J'oint loss.
70                       4. Curing Title: In the event of a Failure of Tille under Article IV.B. I. or a loss of title under Article IV.B.2. above. any
7J        Lease or Interest acquired by any party hereto (other than the party whose interest has failed or was lost) during the ninety
72        (90) day period provided by Article IV.B.I. and Article IV.B.2. above covering all or a portion of the intCl'est that has failed
73        or was lost shall be offered at cost to the party whose interest has failed or was lost, and the provisions of Article vm.B.
74        shall not apply to such acquisition.
                                                                              -3-




                                                                                                                                                              SEC 189662
            A.A.P.L. FORM 6lu-MODELFORM OPERATINGAGREEMENT-1989

      I                                                                      ARTICLEV.
      2                                                                      OPERATOR
            A. Designation 111d Responsibilities of Operator:
                 --'R~A~W'"'--'O"'i,_1&=G,,,as....,lnc=._ _ _ _ _ _ _ _ _ _ _ _ shall    be the Operator of the Contract Area, and shall conduct
            and direct and have full cuntrol of all operatlons on the Contract Area as permittod and required by, and within the limits of
            this agreement.      In itc; pcrfonnancc of services hereunder for the Non-Operators. Opemlor shall be an independent contractor
            not subject ta the control or direction of the Non-Operators e.copt as lo the type of operation to be undertaken in accordance
            with the election procedllrl1S contained in this agreement        Opel'ator shall not be deemed, or hold itself out as, the agent of the
      9     Non-Operators with authority lo bind them to any obligation oi· liability assumed or incurred by Operator as to any third
     10     party.    Operator shall conduct its activities under this agreement as a reasonable prudent operator. in a good and workmanlike
     11     manner, with due diligence and dispatch, in accordance with good oilfield practice. and in compliance with applicable law and
     12     regulation, but in no event shall it have any liability as Operator to the other parties for losses sustained or liabilities incutTed
     I3     except such as may result from gross negligence or willfid misconduct.
     14     8, Reslgnalioq or Removal of Operator and Selection of Succe1sor:
     1S                   1. Resignation or Removal of Dnerator; Operator may resign at any time by giving written notice thereof lo Non.Operators.
     16     lf Operator tenninales its legal existence, no longer owns an interest hereunder in the Contract Area, or is no longer capable or
  17        serving   a.• Operator, Operator shall be deemed to have resigned without any action by Non-Operators, except the selection of a
  18        successOt".  OpetP&lf! lM!I he re1110 ed enl' fer geed ealt9e hy the effitrmati\•e .ate ef >len Or01aters e >Bing a msjeFi~ iRterest
  19       heaed an e ttemhip as shewn oo E.i1hihft """ •etwlining aAer Melt1di11g the eting iHleresfi ef Opemter, 9\teh ete &he:ll net he
 20        dootl1etl offeo1;. e uotil e · • illeA ••~•• ha• hoe• deli Ofed le lhe 9peroler h) e lie• Opefillef t!e!eiling lhe alleged <le!Oult eotl
 21        QpeFBteF has fililed la et11e &fte defattlt ithift thiF~ (lO) days ffen ile FHeipl ef the fleiiae e1, if tfle defe11lt eeNeenui BR
 22        Elperatieft theft heiRg eenthte\eil, , ithin fefl) eight {48) keuFS af it!t Feeeipt of lite netiee. feF p\tfPSSe& heteef, "gee8 BEtuse" shall
 23        mean naf: enl~ grees negtigenee a1           illfi:tl miseMEhtet h1::1:t 11Jse the material breaeh af ar ina9ilit) te ffleel lhe s'8ruiwSs ef
 24        apemlieR E!9flliaineS HI "Riele V.A '" materiel #iillH e er ina:Bilily te 19eFfarm ita ehligatieno 1:1eder t-his agreemeat.
 25                     Sul!ioct to Article VJl.D.I., such resignation or removal shall not become effective until 7:00 o'clock A.M. on the first
 26        day of the calendar month following the ""Piration or ninety (90) days aRer the giving of notice of resignation by Operator
 27        or action by the Non..Opcrators to remove Operator~ unless a successor Opcmtor has been selected and assumes the duties of
 28        Operator at     an earlier date. Operator, after effective date of resignation or removal. shall be bound t>y the tenns hereof as a
 29        Non-Operator.       A change of a eerporate name or structure of Operator or transfer of Operator's interest to any single
 30         subsidiary. parent or successor corporation shal1 not be the basis for removal ofOperator.
 31                     2. Selectirm of Successor Operator; Upon the resignation or removal of Operator under any provision of this agreement. a
 32        successor Operator shall be selected by the parties. The SU""""8or Operator shall be selected from the parties owning an
 33         interest in the Contract Arca at the time such successor Operator is selected. The successor Operator shall be selected by the
 34        affirmative vote of two (2) or more parties owning a majority interest based on ownership ..as shown on Exhibit "A"';
 35        provided, however. if an Operator which has hc:cn removed or is deemed to have resigned fails to vote or votes only to
 36        •ucceed itself, the successor Operator shall be selected by the af'finnativc vote of the party or parties owning a majority
 37        interest based on ownership u shown on E~hibit "A" remaining after excluding the voting interest of the Operator that was
 38        removed or resigned. The former Operator shall promptly deliver to the succes.<or Operator all records and data relating to
 39        the operations conducted by the former Operator to the extent such reccrds and data are not already in the possession of the
 40        sueeessor operator. Any cost of obtaining or copying the former Operator's record• and data shall be charged to the joint
 41        account
 42                    3. Effect of Bankruptcy: If Operator becomes insolvent, bankrupt or is placed in receiverahip. it shall be deemed to have
 43        resigned without any action by Non.Operators, except the selection of a successor. If a petition for relief under the federal
 44        bankruptcy laws is filed by or agitinst Operator. and the removal of Operator is prevented by the federal bankruptcy court, all
 45        Non-Operators and Operator shall comprise an interim operating committee to serve until Operator has elected to reject or
46         assume this agreement pursuant to the       Bankruptc~   Code, and an election to reject this agreement by Operator a.co a debtor in
47         peSllcssion. or by a trustee in bankruptcy, shall he deemed a resignation as Operator without any action hy Non.Operatora,
48         except the selection of a successor.      During the period of time the operating cotninittee controls operations, all actions shall
49        require tho approval of two (2) or more parties owning a majority interest based on ownership as shown on Exhibit "A." In
SO        the event there arc only two (2) parties to this agreemen~ durill,F! the period of time the operating committee control<
51        operations, a third party acceptable to Operator, Non-Operator and the federal bankruptcy court shall be selected as a
52        member of the operating committee, and all actions shall require the approval of two (2) members of the operating
53        committee without regard lbr their interest in the Contract Area based on Exhibit "A."
54        C. Employees and Contractors:
55                 The number of employees or contractors used by Operator in conducting operations hereunder, their selection, and the
S6        huurs of labor and the compensation for services performed shall he detcnnined Operator. and all such employees or
51        contractors shall be the employees or contractors of Operator.
58        11. Rigilts and DmlnofOperator:
59                     I. Competitive Rates and Use of Affiliates: All wells drilled on the Contract Area shall he drilled on a competitive
60        conlracl hil.!tis at the usual rates prevailing in lhe area.     If it so desires, Operator may employ it.co own tools and equipment in
61        the drilling of wells. but its charges therefor shall not exceed the prevailing rates in the urea and the rate of such charges
62        shall be agreed upon by the parties in writing before drilling operations are eonunonced, and such work shall be performed by
63        Operator under lhe same terms and conditions as arc customary and usual in the area in contracts of independent contra.ctors
64        who are doing work of a similar nature. All work performed or materials supplied by affiliates or related parties of Operator
6S        shall be performed or supplied et competitive rates. pursuant to written agreement. and in accordance with customs and
66        standards prevailing in the industry.
67                   2. Discharge of Joint Account Obligations: Except as herein otherwise specifically provided. Operator shall promptly pay
68        and discharge ""penses incurred in the development and operation of the Contract Al'ea pursuant to this agreement and shall
69        charge each of the parties hereto with their respective proportionaLe shares upon the expense basis provided in Exhibit "C,"
70        O~tor shall keep an accurate record of the joint account hereunder. showing expenses incurred and charges and credits
71        made and received.
72                   3. Protection from Liens: Operator shall pay, or cause to be paid, as and when they become due and payable, all accounts
73        of contractors and suppliers and wages and salaries for services rendered or perfonned. and for material• supplied on. to or in
74        respect or the Contract Al'ca or any operations for the joint account thereof. and shall keep the Conbaet Area free from

                                                                              -4-




                                                                                                                                                           SEC 189663
            A.A.P.L FORM 61 u - MODEL FORM OPERATING AGREEMENT - 1989
            liens and encumbrances resulting thcrefi"om Cltcept for those resulting frum a bona fide dispute as to services rendered or
            materials supplied.
      3                4. Custody of Funds; Opcralor shall hold for the account of the Non-Operators eny funds of the Non.Operator.i advanced
     4      or paid to the Operator, either for the conduct of operations hereunder or as a result of the sale of production from the
            Contract Area, and such funds shall remain the funds of the Non-Operators on whose account they are advanced or paid until
            used for their intended purpose or otherwise delivered to the Non-Operators or applied toward the payment of debts a.<
            provided in Article VILB. Nothing in this paragraph shall be construed to establfah a fiduciary relationship between Operator
            and Non-Operators for any purpose other than to account for Non-Operator funds a.< herein specifically provided. Nothing in
  9         this paragraph shall require the maintenance by Operator of scpatale accounts for the funds of Non-Operators unl..,s tho
 10         parties otherwise specifically agree.
 JI                     5. Access to Contract Area and Records: Operator shall, except as otherwise provided herein. permit each Non-Operator
 12        or its duly authori:r.«l rcprcsentalive. at the Non-Operator's sole risk and cos~ full and free accoss al all reasonable times to
 13         all operations of every kind and character being conducted for the joint account on the Contract Area and to the records of
 14         operations conducted thereon or production therefrom, including Operator's books and records relating thereto. Such access
 I5        rights shall not be ••ercised in a rmumer interfering with Operator's conduot of an operation hereunder and shall not obligate
 16        Operator to tumish any geologic or geophysical data of an interpretive oanrre unless the cost of preparation of such
 17        interprelive data was charged to the joint account. Operator will furnish to each Noo-Operator upon request copies of any
 18        and all report.-; and infonnation obtained by Operator in connection with produclion and related items, including. without
 19        limitation, meter and chart reports. production purchaser statements. run tickets and monthly gauge reports, but excluding
 20        putcliase contracts and pricing infonnation to the extent not applicable to the production of the Non-Operator seeking the
 21        information. Any audit of Opera:tnr's records relating io amounts cxpendod and the appropriateness of such expenditures
 22        shall be eon ducted in accordance with the oudit protocol speci fled in Exhibit •c. •
 23                     6, Filing and Furnishing Governmental Reports: Operator will file, and upon written request promptly furnish copies lo
 24        each requesting Non-Operator not in default of its payment obligations, all operational notices, 1"ports or applications
 2S        required lo be filed by local, State, Federal or Indian agencies or authorities having jurisdiction over operations hereunder.
 26        Each Non-Operator shall provide to Operator on a timely basis all information necessary lo Operator to make such filings.
 27                     1. Drilling and Testing Oneracions: The following provisions shall apply 10 each well drilled hereunder, including but no!
 28        limited to the Initial Well:
 29                        (a) Operator will promptly advise Non-Operators of the date on which the well is spudded, or the date on which
 30       drilling operations arc commenced.
 31                        (b) Operator will send to Non-Operators such reports, test results and notices regarding the progress of operations on the well
 32       as the Non-OperatOTii shall rea.<onably 1·equest, including, but not limited to, daily drilling reports. complelion rcp<>rts, and well logs.
33                         (c) Operator shall adequately test all Zones encountered which may reasonably be expected to be capable of producing
 34       Oil and Gas in paying quantities as a result of examination of the electric log or any other logs or cores or tests conducted
 JS       hereunder.
36                     8. Cost Estimates· Upon request of any Consenting Party, Operator shaJJ furnish estimates of current and cumulative: costs
37        incurred for the joint account at reasonable intervals during the conduct of any operation pursuant Lo this agreement.
38        Operator shall not be held liable for errors in sueb estimates so long as the estimates are made in good faith.
39                     9, ~ At all rimes while operations are conduoted hereunder, Operator shall comply with the workers
40        compensation law of the state where the operation.< are being conducted: provided, however. that Operator may be a self-
41        insurer for liability under said compensation laws in which event the only charge that shall be made to the joint account •hall
42        be as provided in Exhibit 'C, • Operator shall also carry or pmvide insurance for the benefit of the joint aeccunt of the parties
43        as outlined in Bxhibit 'D' attached hereto and made a part hereof. Operator shall require all eontJactors engaged in worlc on
44        or for the Contract Area to comply with the workers compensation law of the state where the operations are being conducted
45        and to maintain such other insurance as Operator may require.
46                     In the event automobile liability insurance is specified in said Exhibit ~n: or subsequently receives the approval of the
                                                                                                       1




47        parties, no direct charge shall be made by Operator for premiums paid for such insurance for Operator's automotive
48        equipment
49                                                                    ARTICLE VI.
SO                                                            DRILLING AND DEVEl.OPMENT
SI        A. Initial Well:
52                   Onorbcforethe_l_'1_dayof_,,_A,.pn..,·,_1_ _ _ _~,2010, Operator shall commence the drilling of the Initial
53        Well at the following location:
54
ss        Mutually agreed upon location within the Contract Area to be determined at a later date by all the parties to this
56        Agreement
57
58
59
60
61        and shall thereafter continue the drilling of the well with due diligence to penetrate the Fusselman Formation.
62
63
64
6S
66        The drillins of the Initial Well and the ):611icipation !herein by all parties is obligatory, subject to Article Vl.C. I. aa to participation
67        in Completion operations and Article Vl.F. os to termination ofoperations and Article XI as to occurrence of force majeure.
68        B. Subsequent Operations:
69                    !. Proposed Operations· lfany party hereto should desire to drill any woll on the Contract Arca other than the lnilial Well. or
70        if any party should desire to Rework, Sidetrack. Deepen. Reeomplcte or Plug Back a dry hole or a well no longer capable of
71        producing in paying quantities in which such party has not otherwise relinquished its interest in the proposed objective Zone under
72        thil; agreement. the party desiring to drill, Rework. Sidel18ck, Deepen, Recomplele or Plug Back such a well shall give wriUen
73        notice of the proposed operation to the parties who have not otherwise relinquished their interest in such objective Zone
74

                                                                              -s -




                                                                                                                                                             SEC 189664
          A.A.P.L. FORM 610- MODEL FORM OPERATING AGREEMENT-1989
         under this agreement and to all other parties in the case of a proposal for Sidetracking or Deepening, specifying the w011< to be
         pcrfonncd, the location, proposed depth. o~ecfrve Zone and the estimated cost of the operation. The partie5 to whom such a
         notice is delivered shall h•ve thirty (JO) days after receipt of the notice within which lo notify the party proposing 1o do the work
            whether they elect to participate in the cost of the proposed operation. If a drilling rig is on location, notice of a proposal to
            Rework, Sidetrack. Rccomplctc, Plug Back or Deepen may be given by telephooe and the response period shall be limited to forty-
           eight (48) hours, exclusive of Saturday, Sunday and legal holidays. Failure of a party to whom such notice is delivered to reply
            within the period above fixed shall constitute an election by that party not to participate in the cost of the proposed operation.
   8        Any proposal by a party to conduct an operation conflicting with the operation initially proposed shall be delivered to all parties
   9       within the time and in the manner provided in Article Vi.B.6.
  10                    If all parties to whom such notice is delivered elect to participate in such a proposed operation, the parties shall be
  11       contractually committed to participate therein provided such operations are commenced within the time pertod hereafter set
  12       forth, and Operator shall, no later than ninety (90) days after expiration or the notice pcrind of thirty (30) days (or as
  Il       promptly as practicable after the expiration of the forty-eight (48) hour period when a drilling rig is on location. as the case
  14       may be). actually commence the proposed operation and thereafter complete it with due diligence at the 1isk and expense of
  1S       the parties participating therein; provided, however, soid commenoomeot date may be e.<lcnded upon written notice of same
  16       by Operator to the other parties, for a period of up to thirty (30) additional days it:, in the sole opinion of Operator, such
  I7       additional time is reasonably neccssory to obtain pemoits from governmental authorities, surtace rights (including rights-of.
  18       way) or appropriate drilling equipment, or to complete title examination or Cl.lrative matter required for title approval 01
  19       acceptance. If the act1.1al operation has not been commenced within the time provided (including any extension thereof as
 20        specifically permitted herein or in the forte majeure provisions of Article XI) and ir any party he1·cto still desires to conduct
 21        said operation, written notice proposing same must be resubmitted to the other partiiM in accordance herewith as jf no prior
 22        proposal had been made. Those parties that did net participate in the drilling of a well for which a proposal to Deepen or
 23        Sidetrack is made hereunder shall, if such parties desire to participate in the proposed Deepening or Sidetracking operation,
 24       reimbume the Drilling Parties in accordance with Article Vl.B.4. in the event of a Deepening operation and in accordance
 25        with Article Vl.B.5. in the event of a Sidetracking operation.
 26                    2. Operations by Leos Than All Partjes·
 27                        (a) Determination of Participation. lf Elny party to whom such no lice is delivered as provided in Article VI. B. l. or
 28       Vi.C. I. (Option No. 2) elects not to participate in the proposed operation, then, in order to be entitled to the benefit• of this
 29       Article. the party or parties giving the notice and such other parties as shall elect to participate in the operation shall, no
 30       later than ninety (90) days after the expiration of the nolice period of thirty (JO) days (or as promptly as praelicable after !he
 31       expiration of the forty-eight (48) hour period when a driDins rig is on location, as Ille ca.•e may be) actually commence the
 32       proposed operation and complete it with due diligence. Operator shall perfonn all wori< for the account of the Consenting
 33       Partiesi provided, however, if no drilling rig or other equip1nent is on location, and if Operator is a Non-Consenting Party,
 34       the Consenting Parties shall either: (i) requ.,.t Operator to perform the work niquired by such propo<ed <>peration for the
 35      account of the Consenting Parties, or (ii) designate one of the Consenting Parties as Operator to perfonn such work. The
36       rights and duties granted to and imposed upon the Operator under lhis agreement are granted to and imposed upon the party
37       designated as Operator fur an operation in which the original Operator is a Non-Consenting Party. Consenting Parties, when
38       conducting operations on the Contract Arca pursuant to this Article Vi.B.2 .. shall comply with all terms and conditions of this
39       agreemenl.
40                    lf less than all parties approve any proposed operation, the proposing party, immediately after the expiration of the
41       applicable notice period, shall advise aH Parties of the total interest of the parties approving such operation and its
42       recommendation as to whether the Consenting Parties should proceed with the operation as proposed. f,ach Consenting Party,
43       within forty-eight (48) hours (exelusive of Saturday, Sunday, and legal holidays) after delivery of such notice, shall advise the
44       proposing party of iti; desire to (i) limit participation to such party•s interest as shown on Exhibit "A" or (ii) carry only its
4S      proportionate part (determined by dividing such party's interest in the Contract Area by Ille interesls or all Consenting Parties in
46      the Contract Arca) of Non-Consenting Parties' interests, or (iii) call')' its proportionate part (determined a.• provided in (ii)) of
47      Non..Conscnting Parties' interest~ together with all or a portion of its proportionate part of any Non-Consenting Parties'
48      interests that any Consenting Par(y did not elect to take. Any interest of Non-Consenting Parties !hat is not carried by a
49      Consenting Party shall be deemod to be canied by the party proposing the oporation if such party does not withdraw ils
SO      proposal. Failure to advise the proposing party within the time r"'luired shall be deemed an election under (i). in the event a
5f      drilling rig is on location, notice may he given by lelcphonc, and the time permilted for such a response shall not exceed a
52      total of forty-eight (48) hours (exclusive of Saturday, Sunday and leglll holidays). The proposing party, at irs election. may
 53     withdraw such proposal if d1ere is less than 100% participation and shall notify all parties of such decision within ten (10)
 54     days. or within twenty-four (24) hours if a drilling rig is on location, followins expiration of the applicable =ponse period
 55     if 100% subscription to the proposed operation is obtained, the proposing party shall promptly notify the Conoenting Parties
 S6    of their proportionate interests in the operation and the party serving as Operator shall commence such operation within the
 57     period provided in Article Vl.B. l., subject to the same exlension right as provided !herein.
 58                      (b) Relinquishment of Interest for Non·Particination The entire cost aod risk of conducting such operations shall be
 59     borne by the Consenting Parties in the proportions they have eiected to bear same under the terms of the preceding
60     pantgrapl1. Consenting Parties shall keep the Jcaschold estates involved in such opemtions free and clear of an liens and
61     encumbrances of every kind c~ted by or arising from the operations of the Consenting Parties.. If such an operation results
62     in • dry hole, then subject lo Articles Vl.B.6. and Vi.E.l .. the Consenting Parties shall plug and abandon lhc well and restore
63     Che surface Jocation at their sole cost. risk and ~pense; proYidcd, however, - that those Ncm~Con.ir;;enting Parties that
64     participated in the drilling. Deepening nr Sidetracking of the well shall remain liable for, and shall pay, their proportionate
65     shares of the cost of plugging and abandoning the well and restoring the sur18ce location insofar on1y &'iii those costs were not
66     increased by lhe subsequent operations of the Consenting Parties. If any well drilled. Reworked, Sidetracked, Deepened.
67     Recompleted or Plugged Back under the provisions of this Article resulrs in a well capable of producing Oil and/or Gas in
68     paying quantities, the Consenting Parties shall Complete and equip the well to produce at their sole cost and risk, and the
69     well shall then be I.urned over to Operator (if the Operator did not eonduet the operation) and shall be operated by it al the
70     ~pcnse and for the account of the Consenting Parties.                  Upon commencement of operations for the drilling, Reworking.
71     Sidetracking. Recompleting, Deepening or Plugging Back of any such well by Consenting Parties in accordance with the
72     provisions or this Arliclo, each Non-Consenting Party shall be deemed to have relinquished to Consenting Parties, and the
73     Consenting Parties shall own and be entitled to receive. in proportion to their respective interests, all of such Non-
74     Consenting Party's interest in the well and share of production therefrom or. in the case of a Reworking. Sidetracking,

                                                                        -6-




                                                                                                                                                     SEC 189665
          A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT-1989

         Deepening, Recomplcting or Plugging Back. or a Completion pursuant to Article Vl.C. I. Option No. 2, all of such Non-
         Consenting Party's interest in the production obtained from the operation in which the Non-Consenting Party did not elect
         to participate. SHeft 1eliftqttishmeRt shall he efteeti e wntil ifle pt'eeeeEls ef Ute sale ef &t1ek share, ealet1:l&teEI at ihe ell, er
         lllllfket velue thereef if sueh share is not said (eftet' dedueliiig opplieable ad 1olerem, produelion, ,. , Ofilfleo, end eiEOiso ""'""·
         ro,eft). 81efl 8ing Fe)&Jt=) 8"8 ether ialeiMls Aat eneeptec:J ~ a&.fiiele JlloC JJQYBhle 0bl ef 8f                             fftBBSUf'ed h~
                          0

                                                                                                                                                          tfte predY:etlBR
         fi:elfl sueh ell aeSft:liftg .. ith Pl!!fl'eet te aueh interest Ufttil it re erta), shall eq\:t&I the tetal efthe felleniftg:
                      (i)         9' ef eeeJt :siteh Jtlen Censenting PaFt3 1s ehere ef the east ef en) ne 1) HEJttired sktrfoee eqliip111eAt
         be) efttl the nellheed eefffleetiens (iABhtding hut net lifflited te .1ieelE limks, sepamte..,, treMee, Jl'tlfflping etfttipffteM end
         )'ipi~, plus IQQ" e( ee:eh aueh Nen G:cm:tenting Pett)•,~ Mere af the eest ef epeudian ef Ole ~ eJJ eenruneneieg dth fiast

  10     f"6Eltiet.iaR and e&fttiRUing ltfttil eeeh s.ieh NM CeaseNiflg Ptu=lf!i Felin"YisAeEI iRterest shall re eA te it undBI ether
  11     Jn'e.isieM er ~is ·\ftieie; it beii g ag1eed that eaeh >Jen GaRsemting Paft)'s shaFe af s~eh eaals and f1E1t1ip111en:E nill 1!.e that
  12     iRterest • hieh , ewld ha e he:eR ehargeebJe ta sweh 1"en Gftff:eAting Pert) had it partieipated iR the ' ell fiiem the heginRiflg
  IJ     efthe epemtiens; Bftd
  14                 (ii)            " of {B) lliet paRi•• •f the ........ onpeeoos er drilling, Re· e1'11iog, Sidelrftel<i•g, 9eopeni•!I;
  IS      Pl•gging lloolo, testing, Cam~leling, BHd Rooan1plolin11; ofter do<ltleling ·~ eash eenll'il>Uliono reeei ed """"' 'rlielo 1 1111.C.,
  16     Bnd af (b) Iha! porlien of !Ito eosl of ne•I) aequired eq•;pmont in tho '1ell (to Bnd inel•lling the .. ellheed ooftftos~ene).
 17       1hieh eHld he e been ehRFgeable te sYeh NeR GeooefltiRg Pefty if it had partiaipaled thetein.
 18                 Net; ithstanll:ing an:i1hiRg te the ean&ef) iH this "'Kiele "l.R., if t1't    ell Eieea ttet 1eeeh the dee~esl ehjaeti e Zane
 19      EleseA8ed ie ~e eeti.ee JH'ElpesiRg tfte ell far reasaas Mher theft lhe ~eet11HleFiag ef i=sani•e er Jl"BS~eall) h"RpeRettuhle
 20      whs&mee Bl' etheF eeedi6eft iH th hale Fe•uieHng fuFJher aJ!eNMeBS ~metieeble, Qpenlier shell gi e Aetiee llaereef te eaeh
 21      ~leR Cttnsentittg Paff)      fte s"9mit1efl er etefl fer an e:lteJ'fta& e prapesal wuier ''4iele VI,B.6. la !IFilt fhe , ell le a
 22      shelle1 er lel'ta theft the deepest elajeeti e ~eee prepeseS in tfle natiee l:tfleler flieh the ell •89 dflille&, a11d eaeh st1ek Nen
 23      Ceftsenting Pllf-t.) shall he e the epHen te p&Ptieipale in the initinl f'FtpeseB Se"'J'letian ef 1fte nell h~· p&)ing its sflere ef '1te
 24      eeot of dfilling lhe oil ta ilS ael'"'I dep!ll, ealo•leled in Ille "'""""' pro illed in .'Riolo \'l.11,4. (a). If 811)              Ne•             ••"1
 25      Censenti•g Perl) Elooe •et eleet to pBfliail'&lo iR lite firs! CemplotioR pFopesed fer •••h ell. lite rolinqwi&flmeRt "'" iei•••
 26
 27                     (e) R:e•' efleing Reeeme'leting er PlttggiRg Reek. An eteetien oot te l'ftl"lieipate in the drillieg. Sideuaeking-er
 28      Deepening af a well sl\all he deemed RR eleetiefl net ta pertieipate in Em)' Re 1efldeg BF Plugging BaelE eruw&tiBH pF8J'BS6d in
 29      i:ieeh a •'tell, er peftien lhereef, le ftieh the initial Heft eenseRt eleetiern e,,pliefi thet is eatldueted at e:n) time priet ta NII
 30      reee et") 1') tffe Gen!lentittg Partiee ef the Men Cefte;eHliflg PMt)'a eec t:1p1 ellt smeunt.                   SirAilatl), an eleatieA HAt tD
 31     fl&Ftieipate iA the Gs1fff'letiag er Reeampfeting ef t1 , ell NU &o dee1llad ftfl elaetien flat te paffieipate in e, Ref'I erking
 32     8f!SNtiefl prApeseEi itt s.aeh a ell, er pertiea ~1ereef, te kieh the initial f\BR eenseHl eleetien applied that is eendt:te~ at
 33     Ml) lilf1e pAer h1 ft:tll reee1ei1 ~ tbe GenseHting PeFties ef lite ~le" CeaseAtiag Paff)'fi 1eeettpa1e1I antetlfll.                     ..,") sueh
 34     Rei eFlefflg. Reeempllting er P4klggiRg Baek epeRttieR eenEleeted Elurieg the 1eieeWJjment J'efied sh&ll he deemed pMt ef the
 JS     ees• er eperatien ef BSid • ell BBB tlJere shall "e added te the StllRS te be reeel:!f,led h) d=!:e CeHsenting PaRies                          % er
 36     thnt per4ieR af tfte eesls ef ti.a Re Blhing, Reeeft1J3leting er PlwggiHg Baek eperaliee hieh 'BYIEI ha e heea ehaf'geeble te
 37     sueh >lea Ce11seniing PeFty had it paffieipated therein. [f 9"1ek a R:e eflting, ReeempieHng eF Pht&gieg Raek epeFBMeH is
 38     pre:peseEf duriflg Neh reeet:tpmeflt peried, the fff'0 isieAS ef this AFtiele '/l.R, shall he applieahle as het eeA said ('e:nsenting
 39     PeAiee in said ·neU.
 40                    (~ Reeeaament Mettem 9urittg the peAad ~f time Gsnseeting PaJ'ties ei=e efttit:led: te Feeei e ~Jen CeaseRting Pai:ty's
 41     shate ef pFBd1:1:etieft, er Ike praeeeds tha=effem, COHsenting Parties &flail he 1espaMihte fer the f'B)menl ef all ad alePem,
 42     pl"Btlt:tetien, se em:Ree, eneise, gatftet=fftg Elflfl ether tanes. eed all re;alty, eveffidiftg re>yalf) aftd ether hurdens eppliee'hle le
 43     ~leA Co••OReRg PeR)''• eha,. of poed•etie• eot ei<eopted h) ~Fliele 111.G.
 44                    In the ease ef Bft) Re orerlting. Si8etffte1Eing, Plugging Beel~. H:eetlTUJlleling er E>eSJ!IBAing eriefalien, the Censenting-
 4S     J~tni shall he peuniHeEI t6 ttse, Wee af east, eJJ easi11g, hdiiflg end etJu,, eti11ip1nenl ifl the ., elJ, htd t:he e, ..ieFShif' ef ell

 46    S(,leh eq~ipffU,Q:l l'lh&IJ remaifl Mflehanged; MEI wp1m ahattdenment ef a ell aftet stteft R:e efl1i1tt; Sillet:raeltiRg, Phtggins: Baelt,
 47    Reeet11plelittg eF JJeepenittg, the G°BRSeRtieg l'afties shell aeeeant: far all s1:1.elt eqwiptt1ent lH the e >''Heffi thereef, 11'ffA eaelt
 48    paff) reeei 1lngite preJla"ieftate pert in hind eFift 'Blue, lees east ef8ft1 age.
 49                   Wilhi11 nin11C, (QQ) de)s after t.Jte eefftf!letien ef Bil) epemtiea \:tfldw lftis /' rtiele.. the paff>; eeHdtteting the epereti6ft11
 so    fer dte Censerit:iHg Pllfties shefl fin!l:ieh eaeh ~fen CeRSlfftling Paff) ilk BR iA1eftCef) er the BtftliJ11Reat ie llRd eeaAeeteel te
 SI      the ell, end "" it.,.i•ed sl&teRl'"'t of lite east of drilliR@, Sidetmelting, Qooponing, Plugging Beel<, le61ing. GeRlpleting.
S2       R.eeempleting; and eEtuippiAg the "'e!J fer fJreduetien; av, at ile eptien, the epemting peflt), iR Jieq ef M iteMii!ed statement
53       of s•oh easts ef ap""'9oe, ml>) 011b1nit a dellliled Btateineat of menthli billings. Ileen mo•th thmoller, Eilffoing Ille time !Ito
S4       Cense11ting Paities are heh1g Pei1Jt8Htwed as ~Fe' iSed 11he• e; the parf) aa11'1weffRg the e~emti&Rfl fer lhe Censeftlt11g P-ftfll'ies
SS      shall fumish 1he ~Jea CenseBting Pftrties "'it-II &fl itemiHd skttemSAt ef all e&sts Md liahilities ifl:e1:1Red in the ep,,.&t:ieH ef
56      the , ell, together i!h a •lel""10Rt ef lhe iJUB6lil) of Qil lftd G.. produeed Ihm it Bnd tho                         "'"""nt
                                                                                                                             of !"O•••El• rooli•ed f1'1m
S?      the sale ef tire ell's eff1:iRg h~teFest rffldt:uttien during the preeediRg menth. bt BetBftAining the quantil) ef Oil Bftd Gae
 SS     pt=edueed d11Fir.g an) 1t1eftth CeAsentiflg · Paftie.9 shall use iRdtisk) aeeef'teel JHedtetls sHeh as bHt neE liHdteEI ta reetefing 8f
                                         1


 59     ,,eHeElie ell tesls. "'n, ame~Ht 1ealii!ed iem the sale 1:n· et~a dispesitien ef BEtttiPft"'eRt nenl) aeq1:1iFeEI iJ'.l eeMeotieft itlt
 60     ••) •••h op.,.tieo hieh , ••Id ha e been o oed hi a Nen Ganse11tiAg PllFI) had it parlieipeted lltOFBiR •hall be ereditetl
 61     agefttel the teta1 u1tetumed ee• ef the erl; deRe and sf tile eq1:1ip1fleM J!l:lt'eli&!lell iR BMer1t1itiiHg 'ht!IB the intere!il: ef si.1eh
62      Nen GeAsSRtiAg J•B~ shall re efl ta it B5 aha e lff'B ided; anel if there is a eredit WBBee. it shall he paid te &Heh )fen
63      CeAaeetittg Pafl).
64                  If and , hSR ~e CenseRtiag Parties 1eeaur hm a >'eR Gsnsee!iRg Aftl'f) 1s t=elififj'Hi!Med iHleFeSl file ametmte P'JS ided
65      fer &be e, the reli1tEj1:1ishetl iRteresls ef suel=t )lef'.l CeMeffiiHg Pflfl!i shell e'dtematieall) te ert te it as ef 7.00 &.RI. on the ft')
66      felle iflg the flay en hieh sueh reeeapment eeeHF&;; aREI. lfem and afttJP s1u1ft R11ersieR, s1:1eff >feH CenseHtieg Ptu4} shell
67     e• 'fl \he same ittlefeet ie stteh neH, the lft8terieJ aet:I e~ipl'nerit ie 8F !'Bl'taiHieg therete, ead lfte JH8duetion thet"effeffl tttt
68     eweh ~Jefl Cafleefttiflg Paw,,         etthl ha e been etttitled te had it J1eflieipat9B iP the drillieg, SidetfaaltiRg. R:e efhi11t;
69     &eef3eAiRg, Rt$eempfeting er Phtg:ging Baelt ef said • ell. lllereaftier, sseh >left GeneeHling Pen, shell he ehmged ,, ith attd
70     shall pe) its pFepertienate pan af the Nrlher aests er d=te epUFBtian ef said ell in aeeeuianee ~th the leFMs ef this
71     agreeR1eN aaEI Snhit.il "'7" aK:aaked 'hePeta.
12                 3. Stand-By Cosl.: When a well which has boen drilled or Deepened has reached its authorized depth and all tosts have
73     been completed and tho results !hc'!'COf furnished to the parties, or when operations on the well have been otherwise
74     tcnninatcd pursuant to Article VLF .• stand-by costs incum:d pending response to a party's notice proposing a Reworking•
                                                                                    . 7.




                                                                                                                                                                             SEC 189666
             A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT - 1989
            Sidetracking, Deepening, Recompleting. Plugging Back or Completing operation in •uch a well (including the period required
            under Article Vl.B.6. to resolve competing proposals) shall be charged and borne as part of the drilling or Dccpcning
            operation ju•t completed.     Stand-by cosls subsequent lo all parties responding. or expiration of the response time pennitted,
      4     whichever first oocurs, and prior lo agreement as to the participating interests of all Consenting Parties pursuant to the terms
      5     of the second grammatical paragraph of Article Vl.B.2. (a), shall be charged to and borne as part or the proposed operation,
      6     but if the propo.'181 is subsequently withdrawn because of insufficient participation, such stand-by costs shall he allocated
            between the Consenting Parties in the proportion each Consenting Party's interest as shown on Exhibit "A" bears to the total
            interest as shown on Exhibit "A" of all Consenting Parties.
     9                 In the event that notice for a Sidetracking operalion is given while lhe drilling rig to be uWized is on location, any party
     10     may request and receive up to five (5) additional days after expiration of the forty-eight hour response period specified in
     11     Article Vl.B.1. within which to respond by paying for all stand-by costs and other cosL< incurred during such e<tended
  12        tCSponsc pcri~ Operator may require such party to pay the estimated stand-by tilne in advance as a condition 10 extending
  13        the responso period.   Jr more than one party elects to take such additional time to '""'JlOnd to the notice, standby costs shall he
  14        allocated between the parties taking additional time to respond on a day-to-day basis in lhe proportion each electing party'•
  IS        interest as shown on Exhibit "A" bears to tl1e total interest as shown on Exhibit "A" ofa11 the electing parties.
  16                   4. ~ If less than all parties elect to participate in a drilling, Sidetracking, or Deepening operation proposed
  17        pursuant to Article VJ.B.l., the interest relinquished by the Non-Consenting Parties to the Consenting Parties under Article
  18        Vl.B.2. shall relate only and be limited to the lesser of (i) the total depth actually drilled or (ii) the objective depth or Zone
  19        of which the parties were given notice under Article VJ.B.I. ("Initial Ol?jective").     Such well shall not be DeeperO<l beyond the
 20         Initial Objective wirhout first complying with this Article to afford the Non-Consenting Parties the opportunity to participate
 21           in the Deepening operation.
 22                       In the event any Consenling Party desires to drill or Deepen a Non-Consent Well to a depth below the Initial Objective,
 23           such party shall give notice thereof, complying with the requirements of Article Vl.B.J .. to all parties (including Non-
 24           Consenting Parties). Thereupon, Articles Vl.B.I. and 2. shall apply and all parties rocoiving such notice shall have the right to
 25           participate or not participate in the Decp.."Tiing of such wen pursuant to said Articles Vl.B, !. and 2. Jf a Deepening operation
 26           is approved pursuant to such provisions. and if any Non.Consenting Party elects to participate in the Deepening operation,
 27           such Non-Consenting party shall pay or make reimbursement {as the case may he) of the following costs and e)tpenses.
 28                       (a) If the proposal to Deepen is made prior lo tho Completion of such well as a well capaf>le of producing in paying
 29          quanlities, b"UCh Non..Consenting Party shall pay (or reimburse Consenting Panies for, ~ the case may be) that share of costs
 30           and expenses incurred in connecti<m with the drilling of said well from the surfilcc tc the Initial Objective which Non-
 3I           Consenting Party would have paid had such Non-Consenting Party agreed to participate therein. plus the Non-Consenting
 32          Party's share of tho cost of Deepening and of participating in any further operations on the well in accordance with the other
 33          provisions of this Agreement; provided, however, all costs for te.•ting and Completion or attempted Completion of the well
 34          incurred by Consenting Parties prior lo the point of actual operations to Deepen beyond the Initial Objective shall be for the
 35          sole account of Consenting Parties.
 36                      {b) If the pi•oposaJ is made for a Non-Consent Well lhal has been previously Completed as a well capable of producing
 37          in paying quantities, but is no longer capable of producing in paying quantities, such NotK:onsenting Party shall pay (or
 38          n:imburse Consenting Parties for, as the case may be) its proportionate share of all costs of drilling, Completing. and
 39         equipping said wel1 trom the surface to the Jnitfa) Objectivt:, caJcuJated in the manner provided in paragraph (a) above. less
 40         those costs recouped by the Consenting Partiei fi'om the sale of production from the well. The Non-Consenting Party shall
 41         also pay it< p<'OpOrlionale share of all costs of l'l>'Cntcring said well. The Non-Consenting Parties' proportionate part (based
 42         on the percentage of such well Non-Consenting Party would have owned had it previously participated in such Non.Consent
43          Well) of the costs of salvable materials and equipment remaining in the hole and solvable surface equipment used in
44          connection with such well shall be determined in accordance with Exhibit "C." If the C'.onscnting Parties have recouped the
45          cost of drilling, Completing. and equ;pping the well at the time such Deepening operation is conducted. then a Non~
46          Consenting Party may participate in the Deepening of the well with no payment for costs incuned prior to re-entering the
47          well for Deepening
48                       The foregoing shall not imply a right of any Consenting Party to propose any Deepening for a NotK:onsent Well prior
49          to the drilling of such well to its lnit1al ObjC(..1.ivc without the consent of the other Consenting Parties. as provided in Article
50         Vl.F.
SI                       S. Sjdetracking: Any party having the right to partieipale in a proposed Sidetracking operation that does not own an
52         interest in the affected wclJbore at the time of the notice shall. upon electing to participate. tender to the we11borc ownc:rs its
53         proportionate share (equal to its interest in lhe Siderracking operation) of the value of that portion of the existing wel!bore
54         to be utilized as follows:
SS                            (a) If the proposal is for Sidetracking an e<isling dry hole, reimbursement shall be on the basis of the actual cosls
56         incurred in the initial drilling of the well down lo lhe depth at which the Sidetracking operation is initiated.
57                            (h) If the proposal is for Sidetracking a well which has previously produced, rcimbursemenl shall be on the basis of
58         such party's proportionate share of drilling and equipping costs incurred in the initial drilling of lhe well down to rhe deplh
S9         al which lhe Sidetracking operation is conducled, calculoted in the manner dcscnlx:d in Article VJ.B.4(h) above. Such party's
60         proportinnatc share of the cost of the well's salvable materials and equipment down to tho depth at which the Sidetracking
61         operation is initiated shall be deteimined in accordance with the provisions of Exhibit "C."
62                      6. Order of Preference of Ope.rations. Ex.cept as otherwise spe<:ifically provided in this agreement, if any paity desires to
63         propose lhe conduct of an operation that conflicts with a proposal that has been mode by a party under this Article VI, such
64         party shall have fifteen {IS) days li'om delivery of the initial proposal, in the cnse of a proposal to drill a well or to perform
6S         an operation on a well where no drilling rig is on location, or twenty-four (24) hours, exclusive of Satlll'day, Swiday and legal
66        holidays, from delivery of the initial proposal. if a drilling rig is on location for the well on which such operation is to be
67        conducted. lo deliver to all parties entitled to participate in the proposed operation such party's alternative proposal, such
68        alternate proposal to contain the same information required to be included in the fnitiaJ proposal. Each party receiving such
69        proposals shall elect by deliv...y of notice lo Operator within five (5) days after expiralion of lhe proposal period, or within
70        twenty-four (24) hours (exclusive of Saturday, Sunday and legal holidays) if a drilling rig is on location for the well that is the
71        subject of thi: proposals. to participate in one of the competing proposals. Any party not electing within the time required
72        shall be deemed not to have voted. The proposal receiving the vot.e of parties owning the largest aggregate percentage
73        interest of the parties voting shalt have priority over all other competing proposals; Jn the case of .a tie vote, the
74

                                                                         -8-




                                                                                                                                                        SEC 189667
           A.A.P.L. FORM 61 U- MODEL FORM OPERATING AGREEMENT - 1989

            initial proposal shall Jlf"vail. Operator shall deliver notice of such reoult to all partic.< entitled lo participate in the operation
    2        within five (5) days after expiration of the election period (or within twenty-fuur (24) houis, exclusive of Satunlay, Sunday
    3       and legal holidays, if a drilling rig is on location). Each party shall then have two (2) days (or twenty-four (24) hours if a rig
    4       is on location) from receipt of sui;h notice to elect by delivery of notice to Operator lo participate in such operation or to
            relinquish interest in the affected well pursuant to tho provisions of Article VJ,B.2.: failure by a party to deliver notice within
            such period shall be deemed an election!!!!! to participate in the prevailing proposal.
                          7. C'.onformity to Snacino Pattern. Notwithsmnding the provisions of this llrticle Vl.B.2., it is agreed that no wells shall be
            proposed to he drill..! to or Completed in or produced from • Zone from which a well located elsewhere on the Contract
     9      Area is producin& unless such well conforms to the then~e.1tisting well spacing patrcm for such Zone.
    10                    8. Paying Wells. No party shall conduct any Rework1ng, Deepening, Plugging Back, Co~npletion, Recompletion, or
    11       Sidetracking operation under this agreement with respect to any well then· capable of producfog in paying quantities except
    12      with lhe consent ofall partieo that have not relinquished intereots in the well atthe time of such operation.
   13       C. Completion of Wells; Reworking and r1ugglng Back:
   14                     I. Completion: Without the consent of all parties, no well shall he drilled. Deepened ar Sidetracked, excopl any well
    IS      drilled, Deepened ar Sidetracked puisuant to the provisions of Article Vl.B.2. of this agreement. Consent to the drilling.
   16       Deepening or Sidetracking shall include:
   17              8 Ot!tion ~lo. f. 'II neee&981') ••pond~.... ler tho tlfflling, Geepening er Sidetiueking; testing, Gempleling a•d
   18                    eEtttippiRg efthe ell, inehuling neees.18~ letthage atuiler ~rfo:ee fiteiUties.
   19              D Option No. 2: All nee...,.!}' expenditures for the drilling, Deepening or Sidetracking and t..ting of the well. When
   20                    such well has reached its authori7.ed depth, and all logs, co= and other tests have been completed, and the resulta
   21                    thereof lilmished lo the parties, Operator shall give immediate nolice to the Non-Operators having the right to
  22                     participate in a Completion attempt whether or not Operator recommends attempting to Complete the well,
   23                    together with Operator's AFE for Completion costs if not previously provided. The parties receiving such nolice
  24                     shall have IOrty-eight (48) hour.; (exclusive of Saturday, Sunday and legal holidays) in which to elect by delivery of
  25                     notice lo Operator to participate in a recommended Completinn attempt or to make a Completion proposal with an
  26                     accompanying AFE. Operator shall deliver any such Completion proposal, or any Completion proposal conflicting
  27                     with Operator's proposal. to the other parties entitled to participate in auch Completion in accordance with the
  28                     procedures specified in A11icle VJ.B.6, Election to participate in a Completion attempt shall include consent to all
  29                    ncce§..ury expenditures for the Completing and equipping or such wcJI, including necessary tankage and/or surface
  30                    facilitie~ but excluding any stimulation operation not contained on the Completion AFE.                      Failure of any party
  31                    receiving such notice to reply within the period above fixed shall constitute M election by that party fill! to
  32                    participate in the cost of the Completion attempt; provided, that Article Vl,B.6. shall control in the case of
  33                    conflicting Completion proposals. If one or more, but less than all of the parties, elect to attempt a Completion, the
  34                    provision of Article Vl.B.2, hereof (the phrase "Reworking, Sidetracking, Deepening, Recompleting or Plugging
  35                    Back" as contained in Article Vl.B.2. shall be deemed to include "Completing") shall apply to the operations
  36                   thereafter conducted by less than all parties; provided, however, that Article Vl.B,2. shall apply separately to each
  37                   separate C.ompletion or Recomplction attempl undertaken hereunder, and an elc.ction to become a Non~onsenting
  38                    Party ru; to one Completion or Rcoompletion attempt shall not prevent a party from becoming a Consenting Party
  39                    in subsequent Compledon or Recomp1etion attempts regardless whether the Consenting Parties as to earlier
  40                   Completions or Recompletton have recouped their costs pursuant to Article VJ.B.2.; provided further, that any
 41                    recoupment of costs by a Consenting Party shall be made solely froin the production attributable to the Zone in
 42                    which the Completion attempt is made. Election by a previous Non-Consenting party to participate in a subsequent
  43                   Completion or Recomplction attempt shall require such part~ . to pay its proportionate share of the cost of salvable
 44                    materials and equipment installed in the well purauant to the previous Completion or Recompletion attempt,
 45                    insofar and only insofar as such materials and equipment benefit the Zone in which such party participates in a
 46                    Completion attempt.
 47               2. Rework Recomplete or Plus Bac!c: No well shall he Reworked. Recompleted or Plugged Back except a well Reworked,
 48        Recompleted. or Plugged Back pursuant to the provisions of Article Vl.B.2. of this agreement. Consent to the Reworking,
 49       Recrunpleting or Plugging Back of a well shall include all necessary expendituroo in conducting such operations and
 50       Completing          and      equipping     of     said     well,     including        necessary    tankage      ancl'or     surface      fuciliti ...
 Sl       D, Other Operations:
 52                   Operator shall not undertake any single project reasonably estimated to require an expenditure in excess of _ _ _ _ _ __
 53       Twenty-five thousand                                                           Dollars($ 25.000.00               ) except in connection with the
 54       drilling. Sidcuacking, Reworking, Deepening. Completing, Recompleting or Plugging Back of a well that has been previously
 SS       authorized by or puisuant to this agrccmcn~ provided, however, that., in cme or explosion, fire. flood or other sudden
 56       emergency, whether of the same or different nature, Operator may take such sleps and incur such expenses as in its opinion
 57       arc required to deal with the emergency to safeguard life and property but Operator, as promptly as possible. shall report the
 58       emergency to the other parties. If Operator prepares an AFE far its own use. Operator shall lilmish any Non-Operator so
 59       requesting an information copy thereof for any single project costing in excca: of Twcntv-tivc thousand                                    Dollars
60       ($ 25 000.00                                      ), Any party who has not relinquished its interest in a well shall have the right to propose that
61       Operator perform repair work or undertake the installation of artificial lift equipment or ancillary production facilities such as
62       salt water disposal wells or to conduct additional work with respeci to a well dril1ed hereunder or other similar project (but
63       001 including the installation of gathering lines or other transportation or marketing facilities, the installation of which shall
64       he governed by separate agreement between the parties) reasonably estimated lo require an expenditure in excess of the
65       atoount first set forth above in this Article Vl,D. (except in connection with an operation required to be proposed under
66       Articles Vl.B.I. or Vl.C.I. Option No. 2, which shall be governed exclusively be those Articles). Operator shall deliver such
67       proposal to all parties entitled to participate therein. If within thirty (30) days therecf Operator secures the written consent
68       of any party or parties owning at least         SO         % of the interests of the partiC$ entitled to pmticipate in such operation,
69       each party havl'ng the right to participate in such prqjcct shall be bound by rho term.< of such proposal and shall be obligated
70       to pay its proportionate share of the costs of the proposed project a.< ir it had consented to such prnjeet pursuant to tho terms
71       of the proposal.
72       K Abandonment of Well.:
73               I. Abandonment of Dry Holes: Except for any well drilled or Deepened purauant to Article Vl.B.2., any well which has
74       been drilled or Deepened under the tenns of this agreement and is proposed to be completed as a dry hole shall not be

                                                                             -9-




                                                                                                                                                                  SEC 189668
            A.A.P.L. FORM 610-MODELFORM OPERATING AGREEMENT- 1989

            plugged and abandoned without the consent of all parties. Should Operator, after diligent effort, be unable to contact any
            party. or should any party iliil 10 reply within forty-eight (48) hours (exclusive of Saturday, Sunday and legal holidays) after
            delivery of notice of the proposal to plug and abandon such well, such party shall be deemed lo hove consented to the
            proposed abandonment All such wells shall be plugged and abandoned in accordance with applicable regulations and at the
            cost, risk and e•pcnse of the parties who participated in the eost of drilling or Deepening such well. Any party who objects to
            plugging and abandoning '11Cb well by notice delivered to Operator within forty-eight (48) hours (°"elusive of Saturday,
            Sunday and legal holidays) after delivery of notice of the proposed plugging shall take over the well as of the end of such
            fo1ty-eight (48) hour notice period and conduct further operations in search of Oil and/or Gas subject to the provisions of
            Article Vl.B.: failure of such party to provide proof reasonably satisfilotOf)' to Operator of it• financial capability to conduct
     I0     such operations or to take over the well within such period or thereafter to conduct operations on such well or plug and
     11    abandon such well shall entitle Operator to retain or take J'OS"CSsion of the well ond plug and abandon the well. The party
     12    taking over lhe well shnll indemnify Operator (if Operator is an abandoning party) and the other abandoning parties against
     IJ    liability fur any further operations oonduclcd on such well except for the costs of plugging and abandoning the well and
     14    restoring the surfilce. ror which the abandoning parties shall remain proportionately liable.
     15           2. Abandonment of Wells That Have Pro<luce<I: E•cept for any well in which a Non-Consent operation has been
     16    conducted hereundOT for which the Consenting Parties have not been fully reimbu"ed a. herein provided, any well which has
    17     been completed as a producer shall not be plugged and abandoned without the consent of all parties. If all parties consent to
    18     such abandonment, the well shall ho plugged and abandoned in accordance with applicable regulations and at the cost, risk
 19        and expense of all the parties hereto. Failure of a party to reply within sixty (60) days of delivery of notice of proposed
 20        abandonment shaJI he docmed an election to consent to the proposal.           If, within sixty (60) days after defivery of notice of the
· 21         proposed abandonment of any well, all parties do not agree to the abandomneot of such well, those wishing to continue its
 22          operation from the Zone then open to production shall bo obligated to take over the well a.< of the e.piration of the
 23          applicable nOlice period and shall indemnify Operator (if Operator is an abandoning party) and the other abandoning parties
 24          against liability for any further operations on the well conducted by such parties. Failure of suc:h ~rly Qt parties to provide
 2S          proof l'easonably satisfactory to Operator of their finaocial capability to conduct such operalions or to take over the well
 26          within the required period or thereafter to conduct opcrotions on such well sJmJJ entitle operator to retain or take possession
 27          of such well and plug and abandon the well.
 28                      P•1iies laking over a well as provided herein shall tender to each of the other parties ils propm1ionate share of tho value of
 29         the well's salvablc material and equipment. detennined in accordanco with the provi:dorm of Exhibit "(\" less the estimated cost
 30         of salvaging and the estimated coRt of plu.gging and abandoning and restoring the surface; provided. however, that in the event
 31         the estimated plugging and abandoning and tturface restoration costs and the estimated cost of salvaging are higher than the
 32         value of the well'• salvable material and equipment, each of the abandoning parties shnll tender to the parties continuing
 33         operations their proportionate shares of the estimated excess cosl Each abandoning party shall assign to the non--abandoning
 34         parties. without warranty, express or implied. as to title or as to quantity, or fitnCM for use of the equipment and material. all
 35         of its interest in the wcllhnre of the well and related equipment, together with iLo; interest in the Leasehold insotar and only
 36         insofar as such Lea.whold covers the right lo obtain production from that wellborc in the Zone then open to production. If the
 37         interest of the abandoning J>llr1Y is or includes and Oil and Gas Interest, such party shall cxecule and deliver to the non-
 38        abandoning pat1y or parties an oil and gas 1..... limited to the wcllbore and the Zone then open to production, for a tenn of
 39        one (I) year and so long thereafter as Oil and/or Gas is produced fiom the Zone covered thereby, such lease to be on the form
 40        attached as Exhibit "B.' The assignmcnls or leases so limited shall encompass the Drilling Unit upon which the well is located
41         The payments by. and lhe assignments or leases to. the assignees shalJ be in a ratio based upon the relationship of tbcir
42         respective percentage of participation in the Contract Area to the aggregate of the percentages of participation in the Contract
43         Area of aU assigqees. There shall be no readjustmmt of jnterest.s in the remaining portions of the Contract Area.
44                       Thereafter. abandoning parties shall have no further responsibility. liability, or interest in the operation of or production
45         from the well in the Zone then open other than the royalties retained in any lease made under the terrns of this Article. Upon
46         request. Operator shall continue to operate the assigned well for the account of the non-abandoning parties at the rates and
47         charges contemplated by this agreement, plus any additional cost and charges which 1nay arise as the result of the separate
48         ownership of the assigned well. Upon proposed abandonment of the producing Zone assigned or lea.•ed, the assignor or lessor
49         shnll then have lhe option to repurchase ils prior interest in the well (using the sanie valuation formula) and participale in
50        further operations therein subject to the provisions hereof.
SI                      3. Abandonment of Non-Con.•ent Operations: The provisions of Arlicle Vl.E.I. or Vl.E.2. above shall be applicable as
!i2       between Consenting Parties in lhc event of the proposed abandonment of an)' well excepted from said Articles: provided,
SJ        however, no well shall be pennanently plugged and abandoned unless and until all parties having the right to conduct further
54        operations therein have been notified of the proposed abandonment and afforded the opporltlnify to elect to lake over the well
SS        in accordance wilh the provisions of this Article Vl.E.; and provided further. that Non.Consenting Parties wlm own an interest
56        in a portion of the weU shall pay their pmportionate share.s of abandonment and surface reslora.lion emit for such well as
S1        provided in Article VI. B.2.(b).
58        F. TerminationofOperations:
59                    , Upon the commencement of an operation for the drilling, Reworking. Sidetracking, Plugging Back. Deepening, testing,
60        Completion or plugging of a well, including but not limited to the Initial Well, such operation shall not be tenninated without
61        consent of parties bearing S0.0% of the tosts of such operation; provided. however, that in the event granite or other
62        practically impenetrable substance or condition in tho hole is encountered which renders further operations impractical,
63        Opa-ator may disconti11ue operations and give notice of such condition in the manner provided in Article Vl.B.1, and the
64        provisions of Article VI. B. or VI. E shall thereaft.,. apply to such operation, as appropriate.
6S        C. Taking Production In Kind:
66              D Qption No. I; Gas Balanclng Agreement Attached
67                      Each party shall take in kind or separately dispose of ils proportionate share of all Oil and Gas produced from the
68                  Contract Area. exclusive of production which may be used in development and producing operations and in preparing and
69                  troating Oil and Gas for marketing purposes and production unavoidably lost Any extra expenditure incurred in the taking
70                  in kind or separate disposition by any party of its proportionate share of the production shaU be borne by such party. Any
71                  party taking its share of production jn kfod shall be required to pay for only it-. proportionate share of such part of
n                   Operator's surface facilities which it uses.
73                     Eaoh party shall eJ<ecute such division orders and contracts as may be neccssal)' for the sale of ils interest in
74                  production from the Contract Arca, and, except as provided in Article Vll.B.. shall be entitled to receive payment

                                                                         - IO-




                                                                                                                                                          SEC 189669
           A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT - l 989
                   directly from the purchaser thereof for its share of all production.
                      lf any party fails to make the arrangements necessary to take in kind or separately dispose of its propo1tionate
     3             share of the Oil produced from the Contract Area, Operator shall have the righ~ suiject to the revocation at will by
     4             !he party owning it, but not the obligation, lo purchase such Oil or sell it to others at any time and from time to
                   time, for the account of the non-taking party. Any such purchase or sale by Operator may be terminated by
                   Operator upon at least ten (JO) days written nori<:e to the owner of said production and shall be su!liect always to
     7             the right of the owner of the production upon at least ten (I 0) days written notice to Operator to exercise at any
     8             time its right to take in kind. or separately dispose of, its share of all Oil not previously delivered lo a purchaser.
     9             Any purchase or sale by Operator of any other party's share <>f Oil shall be only fur such reasonable periods of lime
 10                as are consistent with the minimum needs of the industry under the particular circumstances. but in no event for a
 11                period in   ~c:esi;   of one ( I) year.
 12                  Any such sale by Operator shall be in a manner commercially reasonable und... the circumstances but Operator
 13               shall have no duty to share any existing market or lo obtain a price equal to that received under any existing
 14               market The sale or delivery by Operator of a non-laking party's share of Oil under the terms of any exisling
 IS               oontracl of Operator shall not give the non-taking party any interest in or make the non-taking party a party to said
 16               oonlract. No purchase shall be made by Operator without first giving the non-taking party at leas! ten (IO) days
 17               written notioc of such intended purchase and the price to be paid or the pricing basis to be used.
 18                  All parties shall give timely written notice lo Operator of their Gas marketing arrangements for the following
 19               monU1, excluding price, and shall notify Operator immediately in the event of a change in such arrangements.
 20               Operator shall maintain records of all marketing a1Tangements, and of volumes actually sold or transported, which
 21               reCOl·ds shall be made available to Non.Operators upon reasonable request.
 22                  In the event one or more parties' separate disposition of its share of the Gas causes split-stream deliveries to separate
 23               pipelines and/or deliveries which on a day-to-day basis for any roason are not exactly equal to a party's respective proportion-
 24               ate share of total Gas sales to be allocated to h. the balancing or acocunting between the parties shall be in accordance with
 2S               any Oas balancing agreement between the parties hereto, whether such an agreement is attached as Exhibit "E 11 or is a
 26               separate agreement Operator shall give notice to all parties of the first sales of Gas Ii-om any well under this agreement
 27           6-.Qptiee Ne. Z1 Ne Gas R1daffelng 14 gRemeHtf
 28                  Be.eh pa~ ska.II te11e iR Jded er sepamtely dis'pese ef its pt'epe~ieAate share af all Oil eaeJ Gas predli6ed fi<em
 29              lke Cantn1el 1\i'ea, ettelusi e ef predeetieo •i'hieh ~e~ he kjSed irt de elepft'leRt eftd predtteing epel'8tieRs BHEl in
 30               Pfef'Ul'ing and: treating Oil a El Gas fer m11Fketing pePpeses emd prrei:h..ietie11 t1R8 eidehl) Jest         "H)   e1dm e 1pe1u:litufe."i
31                ifteYffeS i11 the tehing iR 1Ei11d e1 sepftfttle dispesitien b) ee~ peft) ef its prepeRiee1tte !lheFe ef the ptedtieti&fl sliall
32                he heme b) Stleh pMi). '\n) JHU1) telciRg its shale ef rredtaetien in kind shell he refittireEI te pa:i fep enl) he
33                fJFepeRieRate eAe:fe ers~eh pel't efQpet'llter's seffil111e Neilities ' hieh it b!S".
34                     Baah peA?f shall eKeeute BY.eh Eli ieieA eFdE!f5 and eeRlfeetR BR RIB)' he Reeesse:~ fat= the sale ef its iRterest iR
35                fJPStluet:ien ffem lhe CerH:Net ...... ee, Bfl&. e11:eept Bfi pFe i1bd ift Artiele vn.B.. shall ho etttitled ta Feeei. e pe:, lftBfti
36                eim«1 iem the p•rohasor lheroefferil<l shere ofoll l""'e•e~e•.
37                    If &A) pa~ litils te Rl811e ~e &FfflRgemeM! Heees.1111') te lal£e h11 hiREl er se,ntratel) dispese ef its pFe11eftienate
38                share of tho Gil B!lli'er Cos preiluee~ l\oem tho Co-.1                  '"'°·        G,,Of&ler •hall haoe the Fight, ollll:ieel le the
39                Pe"eeulien at AU fl) ""e pert; 8 Aing it, hut net the ehligatieA, ts f)t..eh~e s1:1eh on Bfldi.ef Gas 9f' Bell it le tttheFS
40                et &A) time end ffem ~me te time, fer the aeeeunt ef the neR lal1ing paft). "n, sueh pureftese ar sale hy QpemtBP
41                me3 ee tBflflinated 'ey Oref'Bler wren at le.eat lefl (10) Says '"Ritten netiee le the e. net ef r.aid J'fBd\letiea and shall
42                he .. I!jaol •"••l• te the right ef lhe          """°'  of Ille ~rt>Buolien upon ot J..,st ten (IQl M)~ ••ritte• n•tiee ltl GpOf&ler
43               ~e e11ereise it& Fight le take in IEittS, er HeJ*tPBlel) Sispttse ef, its share ef all Qil eneffar Gas not fSFB ie:usl, deli\emed
44               te a 131:1Feh&Se1:, pre.ided:; he e eF, l:hat the eR"eeti e date ef Bft3 sueh Fe•eeatien ma) lrn tleJ'eFFed at OpH.ef"a
4S               eleelieft fer a peried ttef le e~eeeEi ftinet, f99~ .,s if Ope,,.teF he8 eemft'liH1ul rnfeff predi:ieheH te a purehaiae
46               eennet ha ieg a temt e1~tendiflg heyood R\le~ ten ( 1Q) Ela) peried. AH) ptnehaee er aa1e hy OpBR1ter ef &fl) atheP
47               f'Bfll> 's sltare ef Oil aHd/eP Gas shell he afll) fer sueh rease11a\ile peFieds ef tiFHe es BFe eeHsisteflt                      ith the
48               MiHimNm needs ef the inelw:s~ ttRder tfte peftietdeF eiretimsfaHees, P1d In AB e eflt Mr a pefleG in eJieefls sf sne (1)
49               year,
so                 tl1fl) sueh side h) Gpereter shall he in a maHner eammereiell) FEu1oenahJe uruler the eire1;1msteneeB, hut QpomleP
51               shall ha e ftB dttl) te shaFe en, SA"isting markel er ffBF16peRatien &l'ftlltgeft'l!Bftt Bf l'6 ehkiin a pFiee 8f' lranApefteliae
52               fee eetYBI ts that reaei ed wnder BA) eitisting mefhet er llv.nspertatien ammge1"ent.                  ne se:le er deli• Elf)' h)
53               Operater ef a nen te.lEiRg f18fl)'s shale ef 'PreEltletien tt:nder ~e tBf'lllf'I ef BR) eni!llillg eentreet ef OpeF&ter shall nee
54               gi e '4te neR t&IEiRg paft) an} interest in er make the neR ral1iRg ~ a fl&#) te said eeRtmet Ne r:n1nihase ef QjJ
SS               &Ail Gas ftftd RS sale er Gas shall he made hl QpeNtef i~eut first gi iRg lhe RBR tahittg JIBl'l) left de)S n't'iUen
S6               aetiee ef s"eft ieten&ed F~Fehese Eh 1i:8le and lfte pfiee ta he pa:id eF '1ze ,,.;ei g bMis te Be ttseel Qpef&ter slleH giwe
51               nsEioe te ell J'll'Y'Eim e f#t:e Ii ~•sale sfWlffl /rem aRj 11 ell enddo lhis ~~Olftdffi
S8                   "It paFties &hall gi e t:ifflel) ; Pit!teit netiee h Qpemter ef theiF Gas fMflteting &1Uflge1'1eflts far lke fe11e ing
S9               ffleftth, e1~eluding pf'iee1 &flEI ~U ne~~ · Gpeffltef immMiatel) in the e eRt ef e ehaflle in Mteh arrangemeftls.
60               QpeNteF shell ftlBintein reeeff19 ef elJ ff1Ef:fftetiRg Bf'fMgefftentll, SAd ef 'alHrHBB eeltially seJd 0J tmf15j38ff;eel,    hieA
61               reeerds shall hie lfHMle aareilehle te NeR 9peRt~efl wpen ff.ftSeRS:lde Felijttefi;
62                                                                             ARTICLE VU.
63                                                           EXPENDITURES AND LIABILITY OF PARTIES
64        A. Liability of Parties:
65           The liabilily of the parties shall be several, not join\ or collective. Each party •hall be responsible only for ll> obligations,
66       and shall be liable only for its proportionate share of the cosls of developing and operating the Conlract Area. Accordingly, the
67       liens granted among the parties in Article Vll.B. are given to secure only the debts of each severally, and no party shall have
68       any liability lo third parties hcrounder to salisfy the default of any other party in the paymenl of any expense or obligation
69       hereunder. Jt is not the intention of the parties to crea~ nor shalJ this agreement be constnied as creating. a mining or other
70       partnership, joint venture. agency relationshjp or association. or to render the parties liable as partners. co~venturers, or
71       principals. In their relations with each other under this agreement, the parties shall not be considered fiduciaries or to have
72       established a confidential relationship but mth.,. shall be free to act on an arm's-length basis in accordance with their own
73       respective self-interest. subject, however, to the obligation of the parties to act in good faith in their dealings wilh each other
74       with respect to aclivitics hereunder.

                                                                           - 11 -




                                                                                                                                                               SEC 189670
             A.A.P.L. FORM 610-MODELFORM OPERATING AGREEMENT- 1989
            B. Liens and Seairlty lntorests:
      2         F.ach party grants to the other parties hereto a lien upon any interest it now owns or hereafter acquires in Oil and Gas
      3     Leases and Oil and Gas Interests in the Contract Area, and a security int.crcst and/or purchase money security interest in any
      4         interest it now owns or hereafter acquires in the personal property and fi<111res on or used or obtained for use in connection
      S         therewith. to secure performance of aJJ of its obligations under this agreement including but not limited to payment of expense.
                inlerest and fees. the proper disbursement of all monies paid hctcunder. the assignment or relinquishment of interest in Oil
                and Gas Leases as required hereunder, and the proper perfonnancc of operations hereunder. Such lien and security interest
                granted by each party hereto shall include such party's lessehold interests, working interests, operating rights, and royally and
               overriding royalty interests in the Contract Area now owned or hereafter acquired and in Jands pooled or unitized therewith or
     I0        otherwise becoming .suqject to this agreement, the Oil and Gas when extracted therefrom and equipment situated thereon or
     11        used or oblained for use in connection therewith (including. without limitation, all wells, tools, and tubular goods), and accounts
     12        (including., Without limitation, accounts arising ftom gas imba1anc:e£ or from the sale of Oil and/or Gas at the wellhead),
     13        contract rights, inventory and general intangibles relating thereto or arising thcrefiom, and all proceeds and products of the
     14        foregoing.
     15             To perfect the lien and security agreement provided herein, each party hereto •hall execute and ••knowledge the recording
     16        supplement andlor any financing statement prepared and submitted by any party hereto in conjunction hel'ewith or at any time
     17        following execution hereof, and Operator is authorized to file this agreement or the recording supplement executed herewith as
     18        a lien or mongage in the applicable real estate records and as a financing statement with the proper officer under the Unifonn
     I9        Commen:ial Code in the state in which the Contract Area is situated and such other states as Operator shall deem appropriate
 20            to perfect the security interest granted hereunder. Any party may file this agreement, the recording supplement executed
 21            herewith, or such other documents as it deems necessary as a lien or mortgage in the applicable real estate records and/or a
 22           financing statement with tl1e proper officer under the Unifonn {',ommercial Code.
 23                 F.ach part)' represents and warrants to the other parties hereto that the lien and security interest granted by such party to
 24           U1e other parties shall be a lirsl and prior lien, and each party hereby agrees to maintain the priorily of said lien and ..,curity
 2S           intere&.1 against all persons acquiring an interest in Oil and Gas Leases and Interests covered by this agreement by. through or
 26           under such pony. Ali patties acquiring an interest in Oil and Gas Leases and Oil and Gas lnteresl• covered by this agrocmcnt,
 27           whether by assignment, merger, mortgage, operation of' law, or othci·w1se. shall he deemed to have taken subject
 28           to the lien and security interest granted by this Article Vll.B. o.s to aH obligations attribulabfc to such interest hereunder
 29           whether or not such obligations arise before nr after such interest is acquired.
 30                 To the extent that parties have a security intcl'e&t under the lJnifonn Commercial Code of the state in which the
 31           Contract Area is situated, they shall be cntided to exercise the right8 and remedies of a secured party under the Code.
 32          The bringing of a suit and the obtaining of judgment by a party for the secured indebtedness shall not be deemed an
 33          election of remedies or otherwise affect !he lien rights or security interest as security for the payment thereof.                       In
 34          addition, upon defilult by any party in the payment of its share of e<penses, interests or fees, or upon the improper use
 3S          of fUnds by lhc Operator, the other parties shall have the right, without prajudicc to other righl• or remedies, to collect
 36          &om the purehaser the proceeds from the sale of such defilulting party's share of Oil and Gas until the amount owed by
 37          such party, plus inter~t as provided in "Exhibit C," has been rccei\led, and shaU have the right to offset the: amount
 38          owed against the proceed& from the sale of such defilulting party's &hare of Oil and Gas. All purcha.•ers of production
39           may rely on a notification of def.tull from the non-defaulting party or pa11ics stating the amount due as a ,...ult of lhe
40           default, and all parties waive any recoumo •vaiiabie against purchasers for releasing production proceeds as provided in
4I           this paragraph.
42                 If Oft) pllft) fa~s le pa) ils oh ... of oosl ithiA Olla hwldred t\•O~ (12Q) days ofter MAdiliee af a stetemeAI lherefer h)
43           Opereler. ~e R&B Elefa\ltting psFlie&, ifteltuling Opemtur, shall ttpefl reit11est h) GJperetaF. f'8) the Uftfl&iS afftBQ'fl( ia the
44           prepemon lhet the inlei eot of eaoh ••el1 J'Ol'lj h..,.. le the i-st of oil "'Oh ,,.mes. Tho ama••I paid hi eaoh 1•111) so
45           pa,iflg its shlti!e ef lhe HRf3&ifJ Slll9HRt shall he 8eeij e8 h) tJ1e fienB ftflfl seeHPif) l"ight5 deserlhefl in htiele VIJ.8, &Ad ee:efl
46           J'll)iRg flBrl, IH&) independently pt1FS1te an) r-emefi)• a ailahle l'lereuHtler er e~er ise.
47                 IF any party does not perform ail of its obligations hereunder, and the fililurc to pcrfurm su!Vects such party to foreclosure
48          or execution proceedings pursuam to the provisions of this agreement, to the ~tent allowed by governing law. the defaulting
49           party waives any available right of redemption fi'om and aftcr the date of judgment, any required valuation or appraisemcnt
50          of the mortgaged or secured property prinr to sale, any available right to stay execution nr to require a marshaling of assets
51          and any required bond in the event a receiver is appointed. in addition, ID the extent permitted hy applicable law, each party
52          hereby grants 1a the other pa'1ies a power of sale as to any property that is subject to the lien and security rights granted
53          hereundert such power to be ei\ercised in 1hc mariner provided by applicable law or otherwise in a commercially reasonable
S4          manner and upon reasonable notice,
55                 Each party agrees that the otl1er parties shall be entitled to utilize the provisions of Oil and Gas lien law or other lien
56          law of any state in which the Contract Arca is situated to enforce the obligations of each party hereunder. Without limiting
57          the gcncral~y of the foregoing, to the extent permitted by applicable law, Non-Operators agree that Operator may invoke or
58          utilize the mechanics' or materia.lmen's lien law of the state in which the Contract Area is situated in order to secure the
59          payment to Operator of any sum due hereunder for services performed or materials supplied by Operator.
60         C, Advanceu
61                Operator, at its election, shall have the right fmm time to time to demand and receive fi'om one or more of the other
62         parties payment in advance of their respective shares or the estimated 1tmorJnt of the eill.pense to be incurred in operations
63         hereunder during the next succccding month. which right may he exercised only by submission to each such party of an
64         itemized statcanent of such estimated expense, together with an invoice for its share thereof. Each mJch statement and invoice
65         for the payment in advance of estimated expense shall be submitted on or before the 20th day of the next proccding month.
66         Each party shall pay to Operator its proportionate share of such estimate within fifteen (15) days after such estimate and
67         invoice is received. If any party fails to pay its share of said estimate within said time. the amount due shall bear interest as
68         provided in Exhibit 11 C" until paid. Proper adjustment shall be made monthly between advances and actual expense to the end
69        that each party shall bear and pay its proportionate share of actual expenses incurred, and no more.
70        D. Defaultl and Remedies:
71                If any party tails to discharge any financial obligation under this agreement, including without limitation the failure to
72        make any advance under the preceding Article VJl.C. or any other provision of this agreement) within the period required for
73        >'Uch payment hereunder. then in addition lo the remedies provided in Article Vll.B. or elsewhere in this agreemen~ the
74        remedies spcciriod below shall be applicable. For purposes of this Article Vll.D., all notices and elections shall be delivered
                                                                         • 12-




                                                                                                                                                           SEC 189671
           A.A.P.L. FORM 610- MODEL FORM OPERATINGAGREEMENT-1989

           only by Operator. except that Operator shall deliver any such notice and election requested by a non-defaulting Non.Operator,
           and when Opeiator is the party in dcfilult, the applicablo notices and election.< can be delivered by any Non.Operator.
     3     Election of any one or more of the following remedies shall not preclude the subsequent use of any other remedy specified
     4     below or otherwise available to a non-defaulting party.
                 I. Susoensioo of Rights: Any party may deliver to the party in delilult a Notice of Defiiul~ which shall specify the default,
           specify the action to be taken to cure the defilul~ and specifY that failure 10 take such action will resull in lhe e>.ercisc of one
           or more of the remedies provided in this Article. If d10 default is n<>l cured within thirty (30) days of the delivery of such
           Notice of Dcfiwl~ all of the right• nf the defuulting party granted by this agreement may upon notice he suspended until the
           defuult is cured. without prejudice to the right of the non-<iemulting party or parties to continue to enforce lhc obligations of
  10       the defaulting party previously accrued or thereafter accruing under this agreement. lf Operator is the party in default, the
  11       Non-Operators shall have in addition lhe right, by vote of Non.Operators owning a majority in interest in the Conb'act Area
  12       after ex.eluding the voting interest of Operator. to appoinl a new Operator effective immediately. The rights of a defaulting
 13        party that may be suspended hereunder at the election of the non-<iefalilting parties shall include, without limitation, the right
 14        to receive information as to any operation conducted hereunder during tho period of such default, the right to elect to
 I5        participate in an operation proposod under Article VJ.B. of this agreement. the righl to participate in an operation being
 16       conducted under this agreement even if the party has previously elected to participate in such operation. and the right to
 17        receive proceeds of production &om any well subject lo this agreement
 18             2. Suit for Damages: Non-defilulting parties or Operator for ilio benefit of non.Qefilulting parties may sue (al joint
 19       account expense) to collect the amounts in default, plus interest accruing on the amounts recovered rrom the date or default
 20        until the date of collection at the rate specified in Exhibit 11c• attached hereto. Nothing herein shall prevenl any party from
 21       suing any defiluldng party to collect consequential damages accming to such party as a result of the delimit
 Z2             3. Deemed Non.Consent: The non.Oefilulting party may deliver a written Notice of Non-Consent Election to the
 23       defaulting party at any time after the expiration of the lhirty-day cure period following delivery of the Notice of Defaull, in
 24       which event if the billing is fur the drilling a new well or the Plugging Back, Sidetracking. Reworking or Deepening of a
25        well which is to be or has been pluggod as a dry hole. or for the Completion or Rccompletion of any well, the defuulting
26        party will be conclU!iiively deemed to have elected not lo participate in tile operation and lo he a Non.Consenting Party with
27        respect thereto under Article VLB. or vr.C., as the case may be. to the extenl of the costs unpaid by such party.
28        notwithstanding any election to participate theretofore made. If ele<:tion is made to proceed under this provision. then the
29        non-defaulting parties may not elect to sue fur the unpaid amount pursuant to Article Vil. D.2.
30             Until tho delivery of such Notice of Non.Con.<ent Election to the dcfilulting party, such party shall have the right to cure
31        its defilult by paying Its unpaid share of costs plus interest at the rate set forth in Exhibit 'C," provided, however, such
32        payment shall not prejudice the rights of the non-<lcfaulting parties lo pursue remedies for damages incurred by lhe non-
33       defaultins parties as a result of the defilulL Any interest relinquished pvn;uant to this Article Vll.D.3. shall be offered to the
34       non-defilulling parties in proportion to their interests, and the non-defaulting parties electing to participate in the owncrahip
35       of such inten:ot shall be required to contribute their shares of the defaulted amount upon their election to participate therein.
36             4. Ad••ncc Payment: !f a default is not cured wilhin thirty (30) days of the dcli••JY of a Notice of Defuul~ Opeiator, or
37       Non-Opeiators if Operator is the dcfuulting party, may !hereafter require advance payment from the defaulting
38       pat1Y of i;uch dcfilulting party's anticipated share of any item of expense fur which Operator. or Non·Opcrators, as the case may
39       be, would be entitled to reimbursement under any provision of this agreement, whether or not such expense was the subject of
40       the previous default. Such right includes, but is not limited to, the right to require advance payment for the estimated cosls of
41       drilling a well or C'.ompletion of a well as to which an electiun to participate in drilling or Completion has been made. tr the
42       dcfilulting party fails to pay the required advance paymen~ the non-defuulting parties may pursue any of the remedies provided
43       in the Article Vll.D. or any other default remedy provided elsewhere in this agreement Any excess of funds advanced remaining
44       when the opcralion is completed and all costs have been paid shall be promptly relumod to the advancing pany.
45             5. Costs and Attorneys' Fees· In the event any party is required to bring legal proceedings to enforce any financial
46       obligation of a party hereunder, the prevailing party in 5uch action shall be entitled to recover all court costs, costs of
47       collection, and a reasonable attorney's fee. which the lien provided for herein shall also secure.
48       E. Rentals, Shut-in Well Payments and Minimum Royalties:
49             Rentals, shut~n well payments and minimum royalties which may be required under the terms or any lease shall be paid
50       by the party or parties who subjected such lease to this agreement at it."' or their expense. In the event two or more parties
51        own and have conb"i'buted interesls In the same lease to this agreemcn~ such parties may designate one of such parties lo
52        make said paymaits for and on behalf of all such parties. Any party may request, and shall be entitled to receive, proper
53        evidence or all such payments. In the event of fililure to make proper payment of any rental, shul-in well payment or
54        minimum royalty through mistake or oversight where such payment is required to continue the lease in force, any loss which
55        results rrom such oon-paymcnt shall be borne in acccrdance with lhc provision.• of Article IV.B.2.
56             Operator shall notify Non-Operators of the anticipated completion of a shut-in well, or the shutting in or return to
57        prcducuon of a producing well, at least five (5) day• (excluding Saturday, Sunday, and le1111I holidays) prior to taking such
SS        action. or at the earliesl opportunity permitted by circumstances. but assumes no liability for failure to do so. In the event of
59        failure by Operator to so notify Non-Operators, the loss or any lease contributed hereto by Non-Operators for fuilure to make
60       timely payments of any shut-in well payment sha!J be home jointly by the parties hereto under the provisions of Anicle
61        IV.B.3.
62        I'. Taxes:
63             Beginning with the first calendar year after tho effective dale hereof, Operator shall render for ad valorcm taxation all
64       property subject to this agreement which hy Jaw should be rendered fur such taxes, and it shall pay all such taxes a:;.<essed
65       ther<on before they become delinquent. Prior to the rendition dale, each Non-Operator shall l\Jrnish Operator information a.<
66       to burdens (to include. bul not be limitod to. royallics, overriding royalties and production payments) on Leases and Oil and
67       Gas Interests contributed by such Non-Operator. If the assessed valuation of any U:..e is reduced by reason of its being
68       !iUbject to outstanding excess royalties, nvcrriding royahies or production payments, the reduction in ad valorem taxes
69       re."iulting therefrom shq.ll inure to the benefit of the owner or owners of such l.5'so, and Operator shall adjust the charge to
70       such owner or owners so as lo reflect the benefit of such reduction. 1f the ad valorem taxes are hascd in whole or in part
71       upon !iCJ>BralC valuations of each pi.rt.y•s working interest, then notwithstanding anything to the contrary herein, charges to
72       the joint account shall be made and paid by the ·parties hereto in accordance with tho tax value generated by each party's
73       working interest. Operator shall hill the other parties for their proportionate shares of all tax payments in tho manner
74       provided in Exhibit 'C."

                                                                     - 13 -




                                                                                                                                                  SEC 189672
            A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT - 1989
                If Operator considers any tax assessment improper. Operator may. at its discretion, protest within the time and manner
      2     prescribed by law, and prosecute the protest to a final determination, unless all parties ag<ee to abandon the protest prior to final
      3     determination. During lhc pcndcncy of administrative or judicial proceedings, Operator may elect to pay, under prote~1. all such taxes
      4     and any interest and penalty. When any such protesled assessmenl shall have 00en finally determined. Operator shall pay the tax for
            the joint account together with any interest and penalty accrued, aod the total cost shall then be assessed agaillSI the parties, and be
      6     paid by them, as provided in Exhibit 'C.'
      7          Each party shall pay or cause to be paid all production, severance, excise, gathering and other taxes imposed upon or with respect
      8     to the production or handling of sqch party's share of Oil and Gas produced under the terms of this ag<ecment
     9                                                                    ARTICLE Ylll.
     10                                       ACQUISITION, MAINTENANCE OR TRA.NSFER OF INTEREST
 11            A, Surrender of Leases:
 12                  The Leases coverecl by this ag<eemen~ insofar BS they embrace acreage in the Contract Area, shall not be surrendered in whole
 13             or in part unless all parlies consent thereto.
 14                  However, should any party desire to summdcr its interest in any I.ease or in any portion thereof, such party shall give written
 1S            notice of the proposed surrender to all parties, and the parties to whom such notice is delive.red •hall have thirty (30) days after
 16            delivery of the notice within which to notify the party proposing the surrender whether they elect to consent thereto. failure of a
     17        party to whom such notioc is delivered to reply within said 30·day period shall constitute a consent to the surrender of the Leases
 18            descl'ibcd in the notice, If all parties do not agree OI' consent thereto, the party desiring to surrender •hall assign, without express or
 19            implied warranty of title, alf of its interest in such Lease, or portion thereof. and any well, material and cquipmcnl which may be
 20            located thereon and any rights in production thereafter secured. to the parties not consenting to such surrender. If the interest of the
 21           assigning party is or includes an OiJ and Gas Interest, the assigning party shall execute and deliver to the party or parties not
 22           consenting to such surrender an oil and gas le&Sc covering such Oil and Gas lntc:n:st lbr B term of one (I) year and sc long
 23           thereafter as Oil and/or Gas is produced from the land covered thereby, such lease to be on the form attached hereto as Exhibit "B."
 24            Upon such assignment or lease, the uS>igoing party shall he rclioved from all obligations thereafter accruing, but no! theretofore
 25           accrued, with respect to the interest ••signed or leased and the operation of any well attributable thereto, and the assigning patty
 26           shall have no further int..-..! in the a'5igned or leased premises and its equipment and production other than the royalties retained
 27           in any lease made under the lC.."nTI8 of this Article. The party assignee or lessee shall pay to the party assignor or lessor the
 28           reasonable salvage value of the latter's interest in any well's salvable materials and equipment attributable to the assigned or leased
 29          acreage. The value of all salvable materials and equipment shall be determined in accordance with the provisions of Exhibit "C," less
 30          the estimated cost of salvaging and the estimated cost of plugging and abandoning and restoring the :;urface. If such value is less
 31           than such costs. then the party assignor or lessor shall pay to the party assignee or lessee the amount of such deficit, If the
 32          assignment or lease is in favor of more than one party, the interest shall be shared by such parties in the proportions that tho
 33          interest of each bears k> the total interest of all such parties. If the interest of the parties to whom the assignment is to be made
 34          varies according 10 depth. then the interest assigned shall similarly reflect such variances.
35                  Any assignment, lease or sun-ender made under this provision shall not reduce or change the assignor's. lessor's or summdcring
36           party 1s interest as it was immediately berorc the assignment.. lease or surrender in the balance of the Contract A~ and the acreage
37           assigned. leased or surrendered, and subsequent operations thereon. shall not thereafter be subject to the terms and provisions of this
38           agreement but shall be deemed subject to an Operating Agreement in the fonn of this agreeinent.
39           R. Renewal or Extension of Leases:
40                  If any party secures a renewal or replacement of an Oil and Gas Lease or Interest subject to this agreement, then all other parties
41           shall be notified promptly upon such acquisition or, in the case of a replacement Lease taken before expiration of an existing Leaset
42           promptly upon expiration of tho existing Lease. The parties notified shall have the right for a period of thirty (30) days following
43          delivery of such notice in which 10 elect to participate in the ownership of the renewnl or replacement Lease. insofar as such Lease
44          affects lands within the Contract A.rea, by paying lo the party who acquired tt their proportionate shares of the acquisition cost
45          allocated to that part of such Lease within the Contract Area, which shall be in proportion to the inlereSt held at that time by the
46           parties in the C.ootract Area. Esch party who participates in the purchase of a renewal or replacement Lease shall be given an
47          assignment of its proportionate interest therein by the acquiring party.
48                  If some, but less than all, of the parties elect to participate in the purchase of a renewal or replacement Lease, it shall be owned
49          by the parties who elect to participate therein, in a ratio based upon the relationship of their respective percentage of participation in
50          the Contract Area to the aggregate of lhe percentages of participation in the Contract Area of all parties participating in U1e
51          purch•sc ofsucb renewal or replacement !,ca.<" The acquisition ofa renewal or replacement I.ease by any or all of the parties hereto
52          shall not cause a readjustment of the interests of the parties stated in Exhibit ••A," but any renewal or replacement Lease in which
53          less than all partieo e!ec( to participate shall not be subject to this agreement but shall be deemed subject to a separate Operating
54         AgTOCment in the form of this agreement.
SS                 If tho interest• of die parties in the Contract Area vary according lo depth, then their right to participate proportion&tely in
56         renewal or replacement Leases and their right to receive an assignment of intere.crt sha11 also reflect such depth variances.
57                The provisions of this Article shall apply to renewal or replacement Leases whether they are for the entire intcrc'SI covered by
S8         the expiring Lease or cover only a portion of its area or an interest therein. Any renewal or replacement Lease taken before the
59         expiration of its predecessor LeaSCt or taken or contracted for or becoming effective within six {6} months after the expiratkm of the
60         existing Lease, shall be subject to this provision so long as this agreement is in effect at the time of such acquisition or at the time
61         the renewal or replacement Lease becomos effective; but any Lease taken or contracted for more than six (6) months after tho
62         expiration of an existing Lease shall not be deemed a renewal or replacement Lease and shall not be subjccl to the provisions of this
63         agreement
64                The provisions in this Article shall also be applicable to extensions of Oil and Gas l..casei.
65        C. Acreage or Cub Contributions:
66                While this agreement is in force, if any party contracts for a contribution of cash tQwards the drilling of a well or any other
67        operation on the Contract Are&, such contribution shall be paid to the party who conducted the drilling or other operation and •hall
68        be applied by it agaillSI the cost of' such drilling or other operation. If the contribution be in the form of acreage, the party to whom
69        the contribution is made shall promptly tender an assignment of the acreage. without wmanty of tide, to the DrilJing Parties jn the
70        proportions said Drilling Partie.'i shared the cost of drilling the well. Such acreage shall become a separate C.ontract Area and, to the
71        extent poHib1c. be governed by provisions idimtica1 to this agreement. Each party shall promptly notify all other parties of any
72        acreage or cash contributions it may obtain in suppttt of any well or any other operation on the Contract Area. The above
73        provisions shall also be applicable to optional rights to earn acreage outside the Contract Ar""' which arc in support of well drilled
74        inside Comract Area. Contributions under the paragraph do not include proceeds li"om the aclual sale of working interest in a well or lease

                                                                          - 15 -




                                                                                                                                                             SEC 189673
              A.A.P.L. FORM 610- MODEL FORM OPERATING AGREEMENT - 1989
              hen>Under.
                  If any party contracls for any consideration relating to disposition uf such party's shitrc of substances produced hereunder,
       3      such consideration shall not be deemed a contribution as contemplated in this Article Vlll.C.
       4      O. Assignment; Maintenance ofUniform Interest:
                       Fflr-the pt:1fJH:t5e ef maintainil'ig klnifermi~ er e .. flership ift the Cenh'aet )rea in tfle Oil anti Gas beeses. Oil ftftd Gas
                  IAtetie!M, · elh, eqsirment and J"f'&dweffeR ea• ~d B) this agreemeRl ne Jl&ft) shall e;eU, en&Ymher, tRmafer er Alftlee ether
                  di~esilien ef il6 interest in \he Oil and Gas beoses and QiJ aed Oas 1Mere5te embraeed 1'1thie the Gentre~l +ree e1 in                             eUs,
                  equipmertt Bftd prettYetien unless sueh tlispesitiafl ee •ers eitker1
                         l. lfle entiFe ffttec.,es~ eftlJe peff) iR alJ Qjl llHB Gas l.Nses, Qil end Ges l"terest:&, ells, eq11ipl"Re1tt and preduetien, er
      to                2. aft eqoel 1:1nEli iEled pereent ef llie pertf9 preseHt intef&5t in all Qit and Gas beases, Qil and Gas lt1le:8*, ells,
      iI          8f!Uipmenl end JH'fHftliJtien in the Cet*eet ~ea.
   12                    Every sale, encumbrance, transfer or other disposition made by any party shall be made cxpres.•IY subjecl to this agreement
   13            and shall he made wilhoul prqudico to the right of the other parties, and any aansferc:o of an own=hip interosl in any Oil and
   14            Gas Lea"' ar Interest shall be deemed a party to this agreement as to lhe interest conveyed from and after the effective date of
   IS            the transfer of ownership; provided. however, that the other parties shall not he required lo recognize any such sale,
   16            encumbrance. transfer or other disposition for any purpose hereunder until thirty (30) days after they have received a copy or the
   I7            instrument of transfer or othc.r satisfactory evidence thereof in writing from the transferor or transferee. No assignment or other
   18            disposition of interest by a pa1ty shall reliove such party of obligations previously incurred by such party hereunder with respect
   19            lo the interest transferred. including without limitation the obligation of a party to pay all costs attributable to an operalion
  20             conducted hereunder in which such party has agreed to participate prior to making such as..,ignmcntt and the lien and security
  21             interest granted by Article Vll.B. shall continue to burden the intO"ost lransfcrred to ••cure payment of any such obligations.
  22                    Jr, at any time the interest of any party is divided among and owned by four or more CCPOwners., Operator, at its discretion,
  23             may require &uch co-owners to appoint a single trustee or agent with full authority lo receive notices, approve CO<penditures.
  24             receive billings for and approve and pay such party's share of the joint expenses, and to deal gcnorally with, and wilh power to
  2S            bind, the co-owners of such party's interest within the scope of the operations embraced in this agreemen~ however, all such co·
  26            owners shall have the tight to enter into and execute all contracts or agreements fer the disposition of their respective shares of
  27            the Oil and Gas produced from the Contrnot Arca and they shall have the right to receive, separately, payment of the sale
  28            proceeds thereof.
  29            E. Waiver ofRights to Partition:
  30                  If permitted by the laws of the stale or states in which the property covered hereby is located, each party hereto owning an
  31            undivided interest in the Contract Arca waives any and all rights it may have to partition and have sel aside to it in severalty its
  32            undivided interest therein.
  33            F, PFefePeeUal Right te Purehue1
  34            a {Q~tienal, Glieeh ifopplieololo.)
 35                   Shet1l8 an; pAn, desire le sl.'11 all er aft!> pelt ef it!i interests uHtler this atfeemeftf, er its rigltffl aHEI iHtet=e5tfi in ~e Gan~rael
 36             A.tree, it shall pFem~ g;Le •ffiUee netiee le Ute etlu,.· f'lai=aes, with NII intbAMtie11 eetieeu1ir:g lei prepeseEI Eiispesitie:t1, \1hieh
 37            sfletl in"1htde the name and address ef the fH'e!tf'eelt e lfefteferee ( fte mllM Be read), illiag &ffd el.Jie ta p1::1Fehese), th pttrehase
 38            priee. a legal deset if'JiieH e;ttffieient te itlemif.i the pFepert), atn:l aH ether teilflft af the eft'er. The e~er= ~es shall then ha e efl
 39            eplianal prier r;gl1l, faf a J)tlfied ef ten £J<ij da)S after the Retiee is Seti ereEl; te pttrehooe fa, the stMed eensidemtien en tJle
 40            same temts ewtl eeftdihens ~e ietlff't'St "hieh the ether part)' prepeses te 9811~ BHtl, if ~s &peieNI Fight is eKereised, lhe
 41            f'Urehe&iHt pftft:ies she:ll share Che pllfehased interest iR the JiFBJIBfliBB& thel lffe iftWest ef e&eh bears te Ifie teteJ inteu'5( ef ell
 42            p1::1Fehttsiag pftfties. IJe .e er, tftere ~hall Be ne pref'etefttial Fight te purehase in lflese eases here &ft) paftJ 1Mshes te ft'te.,.gage
 43           its inteFest.e. er le (Nnsfer (f((e te ies ieret'es'ts te it5 '"ertgepe ;n liefj af & pti'FWeftl IB fsreelsSUt s sf a Pfi6Rgage of iis iHferNb;
 44            er te dispese er its inte1MB h) fflerger, FeBf'g8flimtieR, eenselitlel:ien, er ~ sale ef all er suhMs.ntie11) all sf it:S Oil eRti Gas assets
 45           te ae) part}, er h) ~esfef ef its l1tteresk1 ts a sl::lhsidi~ er parent eempaft) er ts a euhs•diaf) e f a parent eEU'Apa~, er 16 aay
 46            &AlftfllHI) in hieh sueh pelt) e ma Njeri" efg.e: steek.
 47                                                                                      ARTICLE IX.
 48                                                                     INTERNAL REVENUE CODE ELECTION
 49                  If, for federal income tax purposes, this agreement and the operations hereunder are regarded as a partnership, and if the
 50           parties have not otherwise agreed to form a tax partnership pursuant to Exhibit "G" or other agreement between them, each
 SI           party !hereby affi:cted elects to be excluded fi'om the application of aTI of the provisions of Subchaptcr "I<." Chapter I, Subtitle
 S2           "A." of the lnlcmal Revenue Code of 1986, as amended ("Code'), as permitted and authori>.ed by Section 761 of the Code and
 53           the regulations promulgated thereunder. Operator is authorized and directed to execute on behalf of each party hen:by affecled
 S4          such evidence of this election as may be required by the Secretary of the Treasury of the United States or the Federal Internal
SS           Revenue Service, including specifically, but no! by way of limitation, all of the returns, statements. and lhe data required by
56           Treasury Regulation § 1,761. Should there be any requirement that each party hereby affected give further evidence of this
S7           election, each such party shall execute such documents and furnish such other evidence ., may be required by tho Federal Internal
S8           Revenue Service or as may be necessary lo evidence this eleclion. No such party shall give any notices or take any other action
59           inconsistent with the election made hereby. If any present or future income tax laws of the state or states in which the Contract
60           Area is located or any future income tax laws of the United States contain provisions similar to those in Subchapter "K." Chapter
61           I, Subtitle •A,' of the Code, under which an election similar lo that provided by Section 761 of the Code is permitted, each party
62          hereby affected shall make such election as may be permitted or required by such laws. In making the foregoing election, each
63          such party 5tates that the income derived by such J*Tty frum operations hereunder can be adequately determinod without the
 64         computation of partnership taxable income.
65                                                                                       ARTICLE X.
66                                                                               Cl.AIMS ANI> LAWSUITS
67                  Operator may settle any single uninsured third party damage claim or suit arising from operations hereunder if the expenditure
68         does not exoccd five thousand                                                    Dollars($ S000.00            land if the payment is in eomplele settlement
69         of such claim or suit. If the amount required for settlement e1tcccds the above amount, the parties hereto shall assume and take over
70          the further handling of the claim or suit, unless such authority is delegated to Operator. All costs and expenses of handling settling,
71         m· otherwise discharging such claim or suit shaU be a the joint expense of the parties participating in the operation from which the
72         claim or suit arises. If a claim is made against any party or if any part)' is sued on account of any matter arising tom operations
73         lten:under over which such individual has no control because of the rights given Operator by this alireement, such party shall
74         immediately notify all od1er parties. and the claim or suit shall be treated as any other claim or suit involving operations hereunder.
                                                                                 - IS·




                                                                                                                                                                            SEC 189674
         A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT - 1989
                                                                  ARTICLE XI.
                                                                FORCEMAJEURE
             lf any party is rendered unable, wholly or in port, by force majeurc to carry out its obl.igations under this agreement. other
           than the obligation to indemnify or make money payments or furnish security, that party shall give to all other parties
          prompt written notice of the force majeure with reasonably futt particulars concerning it; thereupon. the obligations of the
          party giving the notice, so fur as they are affected by the force majeure, shall he suspended during. but no longer than, the
          continuance of lhe force majeure. The tenn "force: majeure." as here employed, shall mean an act of God, strike. lockout. or
          other industrial disturbance, act of the public enemy, war, blockade, public riot. lightening, fire, storm, flood or other act of
          nature, explosion, govc:mmental action, govemmentaJ delay, restraint or inaction, unavailability or equipment, and any other
 I0       cause, whether of the kind spccifica11y cnwnmted abo\le or otherwise, which is not reasonably within the control of the party
 1J       claiming suspension.
 12            The affected party shall u:se an reasonable diligence to remove the force majcurc situation as qujckJy as practicable. The
 13       requirement that any force majeure shall be remedied with all reasonable dispatoh shall not require the settlement of strikes.
 14       lockouts, or other labor difficulty by the party involved, contrary to its wishes: how all such difficuhies shall be handled shall
 1S      be entirely within the discretion of the party concerned.
 16                                                                         ARTICLE XII,
 17                                                                          NOTICES
 18            AU notices au!hori!'£d or required between the parties hy any of the provisions of this agreement, unless otherwise
  19     .specifically provided. shall be in ~ting and delivered in person or by United States mail. courier service, Lelegram, telex,
 20      teJccopicr or any other fonn of facsimile, postage or charges prepaid, and addressed to such parties at •he adhses listed on
 21      Exhibit "A." All telephone or oral notices permitted by this agreement shall be confirmed immediately thereafler by writtcn
 22      notice. The originating notice given under any provision hcreo f shal1 be deemed delivered only when nx:eivcd by the party to
 23      whom such notice is directed, and the time for such party to deliver any notice in response thereto shall run tmm the date
 24      the originating notice is received. "Receipt" for purposes of this agreement with respect ta wrjttcn noliee delivered hereunder
 2S     shall be actual delivery of the notice lo the address of the party to be notified •pecified in accordance with this agreement, or
 26      to the telecopy, facsimile or telex machine of such party. The second or any responsive notice shall be deeincd delivered when
 27     deposited in the United States maiJ or at the office of the courier or telegraph service. or upon transmittal by telex, telecopy
 28      or filcsimile, or when personally delivered to the party to be notified, provided, that when response is required within 24 or
 29     48 hours, such response shall be given orally or by telephone, tole., telecopy or other facsilnile within such period. Each party
 30     shall have the right to change its address at any rime, and &om time to time, by giving written notice thereof to all other
 31     pa.rtk~.     If a party is not available to receive notice orally or by telephone when a party attempts to deliver a notice required
 32     to be delivered within 24 or 48 hours, the notice may be delivered in writing by any other method specified herein and shall
 33     be deemed delivered in the same marmcr provided above for any responsive notice.
 34                                                                        ARTICLE xm.
 35                                                                    TERM OF AGREEMENT
36            This agreement shall remain in full force and effect a.< to the Oil and Gas Leases and/or Oil and Gas Interests suQject
37      hereto for the period of time selected below; provided, however, no party hereto shall ever be construed as having any right tide
38      or interest in or to any Lease or Oil and Gas Interest contributed by any other party beyond the term of this agreement
39              D Optjon No. I; So long as any cf the Oil and Gas Looses sul!icct to this agreement remain or BT• continued in
40                  force as to any pert of the Contract Area, whether by production, extension, renewal or otherwise.
41             a OptiAR Ne. 2. IR the eweftt the uell dese1;hed ie Artiete "I.A.• er Ml) SllbSeflllent .. ell drilled URder 88)' pre isien
42                 e( this agreen1eM; results ie ~e Ge111~lelien ef a Vi elJ as s 'lit ell eapehJe ef pFeduelieft pf Oil andleF Gas in p11:ying
43                 EfH&ntities, ~is agreeitteAt Rhall eefttin11e in feree se leng as a~ su.eh ell is eapobte er JWB8uetiefl. enel ft:lr an
44                 adtiitieflftl pe1ie8 ef                  de's theveeft:er. J'M•ided, he ~er. itj f!rier te the t9lpiratien ef sueh
4S                 additieNH JHFied, ene er mere ef the paftiC'S' hersts SRI engaged in drilliHg, Re eR1iflg, IJeepefting. Sjdef!l'eelfiRg;
46                 Plttggiag Bael~. testif'lg er affempting ~ Cemfl'lete BF Re eemplete a ell ar "eUs heMtmder, this agreeffleht shell
47                 eeflf:int1e in fbfee unHJ 51=1eh epe1atiens ha.e heeR eem11leted anti if pre8t1etie11 res1:1:lt!I thePefram, this agreement
48                 shall eeAl:ifttfe in fe11ee as p1e,ideEI ReFeirt. J 1 ~he eunt the eD f:lesefihe6 i1t "fliele VI.A, "' &"7 su1'se4uenl nell
49                 clrilh1d heiret1RdE11, Fest.ilts ln a ElP; hale. &HS ne ether well i" eapehle ef predtteiflg Oil art'4't1r Geff ftiem tfle
SO                 Cefflftl:e~   'Pea. this agreement shall terminete 1:tHla'ii drilling; Seepl!fting; Sidetmelcirtg. Gamp1etintt R:e
51                 eemploli•g; Pl<lgging Baek er Reo •ori<ing ep...,lie"" ere ee1nme11oed , ilhiA                                 do!ffl fFem Iha
52                 &Me ef ahaftd:enmeRf: ef S&id ell. "\baruleRl'RBRt" far eueh pttrpesee shall R1etu1 either (i} a Eleeisieti h!J all paRiee
S3                 ••l le ee•tll<ot •"l rui<ber eperoliens •• !ho ell or fii) the el•I"'• ef 180 ~· fi'em tlio oenduol ef a•l
54                 epBPMiene eR the "ell, wJ.iehe1 er fif'61t eee1:WS.
SS           1110 tennination of this agreement shall not relieve any party hereto from any expense, liability or other obligation or any
S6     remedy therefor which has accrued OI' attached prior to tho date of such termination.
57           Upon termination of this agreement and the satisfaction of all obligations hereunder, in the event a memorandum of this
58     Operating Agreement has been filed of record, Operator is authorized to file of record in all necessaiy recording officco a
S9     notice of termination, and each party hereto agrees to execute such a notice of temiination as to Operator's interest, upon
60     request of Operator, ifOperator has satisfied all its financial obligalions.
61                                                                        ARTICLE XIV.
62                                                    COMPLIANCE WITH LAWS AND REGULATIONS
63     A. Laws, Regulations and Orden:
64          This agreement shall be •uhject to the applicable laws of the state in which the Contract Area is located. to the valid rules,
65     regulations, and orders of any duly constituted regulatory body of said stale; and to all other applicable federal, state,
66     and JocaJ Jaws, ordinances,. rules, regulations and orders.
67     B, Governing Law:
68          This agreemenl and all mallet• pertaining hereto, Including but not limited to matters of performance, non·
69     perfornumw, breach, remedies, procedures, right~ duti~ aud interpretation or construction, shall be governed and
70     determined by the law of the state in which the Contract Area is located. If the Contract Area is in two or more states.,
71     the Jaw of the state of _ _,T,.e•.,•"'•------ shall govern.
72     C. Regulatory Agencies:
73         Nothing herein contained shall gi'an~ or be construed to grant, Operator tho right or authority to waive or rclea>e any
74     rights, privileges, or obligations which Non-Operators may have under federal or state Jaws or under rules, regulations or
                                                                    - 16.




                                                                                                                                                    SEC 189675
           A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT - 1989

            orders promulgated under such laws in reference to oi1, gas and mineral operations, including the location, operation. or
            production of wells, on tracts offsetting or adjacent to the Contract Area.
                       With respect to the operations hereunder, Non-Operators agree to release Operator from any and all losses, damages,
           injuries. claims and causes of action arising out of, incident to or resulting directly or indirectly from Operator's interpretation
           or application or ndes, rulings. regulations or orders of the Department of Energy or Federal I!nergy Regulatory Commission
           or predecessor or successor agencies to the extent such interpretation or application was made in good faith and does not
           constitute gross negligence.         Each Non-Operator further agre,. lo reimburse Operator for such Non-Operators share of
           production or any refund. fine, levy or other governmental sanction that Operator may be required to pay as a result of such
      9    an incorrect interpretation or application, together with interest and penalties thereon owing by Operator a.• • result of such
     I0    incorrect interpretation or application.
     II                                                                  ARTICLE KV,
 12                                                                   MISCELLANEOUS
 13        A. Execution:
  14           This agreement shall be binding upon each Non-Operator when this agreement or a counterpart thereof has been
 IS       e<ecuted by such Non-Operator and Operator notwithstanding that this agreement is not then or thereaftel' executed by all of
 16        the parties to which it is tendered or which are listed on .Exhibit "A" as owning an intemit in the Contract Area or which
 17        own, in fac~ an interest in the Contract Area. Operator may, however, by written notice to all Non-Operators who have
 18       become bound by this agreement as aforesaid, given at any time prior to the actual spud date of the Initial Well but in no
 19       event later than five days prior to the date specified in Article VI.A. for commencement of the Initial Well, terminate this
 20       agreement if Operator in i1" sole di•crction determines that there is insufficient participation to justify commencement of
 21       drilling operations. In the event of such a termination by Operator, all further obligations of the parties hereunder shall eease
 22       as of .uch termination. In the event any Non-Operator ha.< advanced or prepaid any share of drilling or other costs
 23       hereunder, all sums so advanced shall be returned lo such Non.Operator without interest.         In the event Operator proceeds
 24       with dtillfng operations for the Initial Well without the cxccotion hereof by all persons listed on F.xhihit "A" as having a
 2S       current working interest in such well, Operator shall indemnify Non-Operators with re.<pect to all costs incurred for the
 26       initial Well which would have been charged to such person under this agreement if such person had executed the same and
 27       Operator shall receive all revenues which wotJld have been received by such person under this agreement if such person had
 28       executed the same.
 29       B. Successors and Assigns:
 30            This agreement shall be binding upon and sholl inure to the benefit of the parties hereto and their respective hcin,
 31       devisees., legal representatives. successors and assigns, and the terms hereof shall he deemed to run with the Lce.o;es or
 32       Interests included within the Cootracl Area.
 33       C. Counterparts:
 34            This in.•trument may be executed in any number of counlerpar1S, each of which shall be considered an original for all
 JS       purposes.
 36       D. Severabillty:
 37            For the pull'O'es of assuming or rejecting this agreement as an execulory contract pursuant to federal bankruptcy Jaws,
 38       this agreement shall not be severab1e, but rather must be assumed or re:jected in its entirety, and the failure or any party to
 39       this agreement to comply with all of its financial obligations provided herein shall be a material default
 40                                                                   ARTICLE XVI.
 41                                                                 OTHER PROVISIONS
 42
 43       This Joint Operating Agreement is sul!icct to the additional terms and provisions which are contained in Article KVI attached hereto.
 44
 4S
46
47
48
49
so
 51
 S2
 SJ
54
SS
S6
57
S8
S9
60
61
62
63
64
6S
66
67
68
69
70
71
72
73
74
                                                                         -17-




                                                                                                                                                  SEC 189676
         A.A.P.L. FORM 610-MODELFORM OPERATING AGREEMENT-1989

              IN WITNESS WHEREOF, this agreement shall be effective a., of the 1st day ofMay,2008.

                                                                           OPERATOR

                                                                           RAW 01!, & GAS, INC.




                                                                           JoeD Hatdin
                                                                           Type or print name

     6                                                                     Title Presi4ent




                                                                           Tax !Dor S.S. N o . - - - - - - - - - - - - -

                                                         NON-OPERATORS

 10
                                                                          RAW ENERGY, LC
 11

 12
                                                                          Joe D. Hardin
                                                                          Type or print name
 13
                                                                          Title Manager
 14

 IS
                                                                          Ta. ID or S.S. N o . - - - - - - - - - - - - -
 16

 17

 18

 19                                                                       Lester Smith
                                                                          Type or print name
20
                                                                          Title President

21                                                                        Daro _________________

22
                                                                         Tax ID or S.S. N o . - - - - - - - - - - - - -
23
                                                                         MARK P. HARDWICK
24

25

26
                                                                         Ta. ID or S.S. N o . - - - - - - - - - - - - -
27

28                                                                       STEVE BLAYl.OCK

29
                                                                         Daro _________________
30


31                                                                       Tax ID or S.S. N o . - - - - - - - - - - - - -

32
                                                                         ELGER EXPLORATION INC.
33
                                                                    By   -----------------~
34                                                                       Jorry El!!tr
                                                                         Type or print name
JS
                                                                         Title President
36

                                                                         Da~-----------------
37
                                                                         Ta• ID or S.S. N o . - - - - - - - - - - - - -
                                                            -21 -




                                                                                                                           SEC 189677
            A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT - 1989


                                                                      ACKNOWLEDGMENTS
      2
                  Note: The following forms of acknowledgment are the short                fonn.• approved by the Uniform   Law on Notarial Acts.


            The validity and effect ofth... forms in any state will depend upon the stalUles of that state.



            Acknowledgmeot in repreacntative capacity:

     6      State ol'Texas
                                                 SS.

            County of Lubbock

           This instrUment was acknowledged before me on this _ _ day of _ _ _ _ _ _ _ _ _ _ _, 2008, by Joo D. Hardin as
            President ofRAWOIL & GAS, INC.

           (Seal, if any)
     IO
                                                                                      Titlc(and Rank) _ _ _ _ _ _ _ _ _ _ _ _ _ __
 II
                                                                                      My commission eitpires: - - - - - - - - - - - - -
 12

 13
           State of Texas
                                                 SS,
 14
           County of Lubbock
 IS
           This instrUment was acknowledged before me on this _ _ day o f - - - - - - - - - - - · • 2008, by Joe D. Hardin as
 16        Manager of RAW ENERGY, LC.


 17        (Seal, if any)

 18                                                                                   Titlc(and Rank) _ _ _ _ _ _ _ _ _ _ _ _ _ __


 19                                                                                   My commiSSion e x p i r e s : - - - - - - - - - - - - -


20

           State ofTex.as
 21
                                             ss.
          County of _____
22

          This instrument was acknowledged before me on this _ _ day o f - - - - - - - - - - - • 2008, by Lestor Smith as
23
          President of SMITH ENERGY COMPANY.

24
          (Seal, if any)

25                                                                                   Title(and Rank) _ _ _ _ _ _ _ _ _ _ _ _ _ __

26
                                                                                     My commi~~ion e x p i r e s : - - - - - - - - - - - - -

27

28        Individual acknowledgment:

29        State ofTcxas
                                         ) 5'.
30        County of Midland             )


31           This instrument was acknowledged before me on this _ _ day o f - - - - - - - - - -                             , 2008, by MARK P.
          HARDWICK.
32
          (Seal. if any)
33
                                                                                    Title(and R a n k ) - - - - - - - - - - - - - - -
34
                                                                                     My commission e x p i r e s : - - - - - - - - - - - - -
JS

36

37


                                                                           - 21 -




                                                                                                                                                    SEC 189678
          A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT- 1989


          Individual acknowledgment:

         State of Texas
                                       ) SS.
         County of Midland             )


               This instrumont was acknowledged before me on this _ _ day of - - - - - - - - - - - · • 2008, by STEVE
         BLAYLOCK.

     6   (Seal, if any)

                                                                   Title(and Ronk) _ _ _ _ _ _ _ _ _ _ _ _ __


                                                                   My commission e x p i r e s : - - - - - - - - - - - -

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  10     Stale ofTexas

 11      County of _ _ __


 12      This inscrument was acknowledged before me on this _ _ day o f - - - - - - - - - - - · 2008, by Jerry Elger as
         President ofELGER EXPLORi\ TION INC,
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         (Seal, if any)
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                                                                   Titlc(and Rank) _ _ _ _ _ _ _ _ _ _ _ _ __

 IS
                                                                   My commission e x p i r e s : - - - - - - - - - - - -
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                                                          - 21 -




                                                                                                                           SEC 189679
                                          JOINT OPERATING PROVISIONS

                                                      ARTICLE XVI
                                 To be attached to and made a part of that certain Joint
                                Operating Agreement dated November I, 2009, between
                                            Raw Oil & Gas, Inc. as Operator
                                  and Smith Energy Company, era!, as Non-Operator


 A. Rovalties. Overriding Rovalties and Other Payments:

           I. As used herein, the term "Existing Burdens" shall apply separately to each Lease and means all
 royalties and overriding royalties and other payments carved out of the Leasehold estate with which each Lease
 covered by this Operating Agreement is burdened as of the eff.ective date hereof.

         2. Each party shall pay or deliver, or cause to be paid or delivered, its proportionate part of all Existing
 Burdens and shall hold the other parties free from any liability therefor.

 B. Rentals. Shut-in Well Payments and Minimum Rovalties;

          J. All rentals, shut-in well payments and minimum royalties which may be required under the terms of
 any Lease shall be administered and paid by Operator and charged to the Joint Account except where otherwise
 expressly provided to the contrary in this Operating Agreement. Any party may request and shall be entitled to
 receive proper evidence of all such payments.

           2. Operator shall diligently attempt to make or cause to be made proper payment of any rentals and/or
 shut-in well payments and/or minimum royalties under the foregoing provisions, but Operator shall not be held
 liable to the other parties in damages for the loss of any Lease or interest therein if, through mistake or oversight,
 any rental and/or shut-in well payment and/or minimum royalty is not paid or is erroneously paid. The loss of any
 Lease or interest therein which results from Operator's failure to pay or an erroneous payment of rental and/or a
 shut-in well payment and/or a minimum royalty shall be borne jointly by the parties hereto under the provisions of
 Article IV.B.3.

          3. Each party hereto shall be obligated to bear its proportionate part of any and all rentals necessary to
continue in force and effect the Oil and Gas Leases covered by this Agreement unless and until it timely gives the
 notice provided for in the next sentence hereof: If any party does not wish to bear its proportionate part of any
rental necessary to continue in force any Lease covered by this Agreement, such party may give Operator and all
other parties hereto written notice of such election, and the party giving such written notice shall be released of
obligation to bear its proportionate part of any rentals which accrue under the terms of the Leases specified in such
written notice at any time after thirty (30) days after the date Operator receives such party's aforesaid written
notice. Unless mutually agreed, otherwise, the proportionate part of the rental attributable lo any such Lease which
would have been borne by the party giving the albresaid written notice shall be borne by the parties hereto who do
not exercise the aforesaid election, in the proportion that the interest of each bears to the total of their Interests, and
the party giving the aforesaid written notice of election not to pay its part of such rental shall assign, without
express or implied warranty of title, all of its interest in the Lease or Leases specified in said written notice to the
aforesaid parties in the respective proportions that they bear the rental on any such Lease or Leases.

C. Removal of Operator-Vote of all Parties.

         Operator may at any time be removed with or without cause by the affirmative vote of the owners of the
majority interest in the Contract Area based upon ownership as shown in Exhibit "A".

D. Transition.

         Upon the selection of the successor operator, the Operator who has been removed or has resigned shall
promptly deliver to the successor operator all original records relating to operations on the Contract Area,
including current accounting information with regard to the status of the joint account, information concerning all
invoices not yet paid by the operator who has resigned or been removed. all Jogs, maps and all other infurmation
concerning operations. Duplicating expenses required by virtue of the change of operators shall be charged to the
joint account.

E. Financing Statement.

         The security interest granted to each Operator and Non-Operator under Paragraph VU.B. of this
agreement which secures payment of each party's share of costs and expenses of operations shall extend to each
such party's share of all Oil and Gas, equipment, fixtures, personal property, accounts, inventory and general
intangibles and proceeds or products thereof relating or pertaining to the Leases and lands included in the Contract
Area as described in Exhibit "A" attached hereto. For purposes of compliance with TEXAS BUSINESS AND
COMMERCE CODE, Sec. 9.302, each party agrees that this instrument shall serve and may be filed as a financing
statement to perfect the security interest mutually granted herein. In that regard, each party hereto agrees that its
signature below shall be its signature as debtor of an appropriate financing statement, and that for purposes of
compliance with the requirements of Sec. 9.402 of the TEXAS BUSINESS AND COMMERCE CODE each




                                                                                                                              SEC 189680
  secured party and debtor's names and addresses are as follows:


                       The names and addresses             The names and address
                       of secured parties are:             of debtors are:

                       SEE EXHIBIT "A"                              SEE EXHlBIT "A"

          The collateral to which the security Interests apply are all of each debtor's interest in Oil and Gas,
 equipment, fixtures, personal property, accounts, inventory and general intangibles and proceeds or products
 thereof relating or pertaining to the Oil and Gas Leases covered by this agreement and included in the Contract
 Area as described in Exhibit "A".

 F. Deemed Non-Consent for Defuulting Pavment.

           If the lien conferred in Article VII.B has been enforced, or if any party to this agreement shall rail to pay
  its share of costs and expenses incurred in operations of the Contract Area for a period of 90 days from the date of
  Operator's invoice therefor, Operator may notil)' the affected party of its defuult by certified mail, return receipt
  requested, and if such party fuils to cure the default within 10 days from the date ofreceipt of Operator's notice, by
 payment in full of all invoices for operating costs which have been due for more than 30 days, the affected party
 shall be deemed in non-consent status and for so long as the affected party remains in default it shall have no
 further access to the Contract Area or information obtained in connection with operations hereunder and shall not
 be entitled to vote on any matter hereunder. As to any proposed operation in which it otherwise would have the
 right to participate, such party shall have the right to be a Consenting Party therein only if it pays the amount it is
 in defuull before the operation is commenced; otherwise it automatically shall be deemed a Non-Consenting Party
 to that operation. Nothing herein shall affect each party's right to protest any item charged to the joint account by
 Operator under the provisions of Article 1.5. of Exhibit "C" attached hereto.

 G. Trustee's Sale for Defuulting Payment.

           If Operator should elect to proceed to foreclose the lien of Operator as against the interest of a Non-
 Operator having an interest in the Contract Area, this operating agreement does hereby include provisions for non-
 judicial sale under the laws of the State of Texas and David Cotton is hereby appointed as Trustee for such
 purpose. Upon such defuult, said Trustee or Operator shall at least 21 days preceding the date of nonjudicial sale
 serve written notice of the proposed sale by certified mail to Non-Operator according to records of Operator.
 Service of such notice shall be deemed completed upon deposit ofa notice enclosed in a post-paid wrapper properly
 addressed to the Non-Operator and each other party obligated to pay such obligations at the most recent address or
 addresses as shown on the records of Operator in a post office or other official depository under the care and
 custody of the United States Postal Service. The affidavit of any person having knowledge of the facts to the effect
that such service was completed shall be prima fucic evidence of the fuct of service. After such notice, said Trustee
shall proceed to sell all of the Interests of Non-Operator in the Contract Area at public auction to the highest bidder
 for cash after having given notice of the time and place of sale and in the manner and after the advertisement of
such sale as now required by the statutes of the State of Texas in making sales of real estate under deeds of trust.
Sale of a part of the realty would not exhaust the power of sale and sales may be made from time to time until all of
the property is sold or the obligations paid in full. Said Trustee shall have authority to appoint an attorney in fact
to act as Trustee in conducting the foreclosure sale and executing a deed to the purchasers; and it is further agreed
that said Trustee or his successor may sell said property together or in lots and/or parcels as to him shall deem
expedient and after such sale as aforesaid shall make, execute and deliver to the purchaser or purchasers thereof
good and sufficient deeds, assignments or other lawful conveyances to vest in said purchaser or purchasers title to
the Non-Operator's interest in the Contract Area in fee simple together with aU personal property used or obtained
in connection therewith and together with aU of the proceeds of production attributable thereto including proceeds
of production held by any party for the payment to Non-Operator. From the proceeds of said sale said Trustee shall
first pay all charges, costs and expenses in executing these provisions and secondly pay any sums due by the
Trustee for taxes in the preservation of the security and thereafter pay aU of the remaining sums to Operator for the
satisfaction of the debts ofNon-Operator hereunder and the balance, if any, shall be paid to Non-Operator.

         It is agreed that such sale shall be a perpetual bar against Non-Operator and its heirs, successors and
assigns and legal representatives and all other persons claiming under him, them or any of them. It is further
agreed that said Trustee or any holder or holders of said obligation of Operator shall have the right to become the
purchaser or purchasers at such sale if they are the highest bidder or bidders in which event the bid or bids may be
credited upon said indebtedness of Non-Operator. It is stipulated and agreed that in case of any sale hereunder by
Trustee or his successor aU prerequisites of said sale shall be presumed to have been performed and any
conveyance given hereunder, all statements of fact or recitals therein made as to the non-payment of money
secured or as to any defuult under the terms hereof or as to the request of the Trustee to enforce this trust or as to
the proper and due appointment of any successor or substitute Trustee or as to the advertisement of sale or the time,
place and terms of sale or as to any other preliminary act or thing shall be taken in all courts of law and equity as
prima fucie evidence that the facts so stated are true. Operator may appoint a substitute or successor Trustee in the
event the Trustee above named is unable for any reason to serve.

H. Drill or Out

         Notwithstanding any provisions to the contrary contained in Article Vl.B. should any party hereto. after
receiving notice from Operator of a prooosal to drill a well on the Contract Area. other than the well provided for




                                                                                                                           SEC 189681
 in Article VI.A fail to timely notify Operator of its election to participate in such prqposal or should a party elect
 not to participate in the drilling proposal. it is hereby agreed that such mirty shall relinquish and assign to the
 participating parties all of its Leasehold interest in and to the well and the proration unit allocated to such well.
 Additionally, in such event, such non-participating party shall release. relinquish and surrender and forever forfeit
 proportionately to the participating parties, all of the non-participating party's interest in and to all proration units
 which are adjoining and/or contiguous to the proration unit allocated to such proposed well except fur any thereof
 on which a well is situated and in which well the nonoarticipating partv participated in the drilling.

 By way of illustration. in the event a 40 acre proration unit in the furm of a sauare is allocated to a proposed well.
 then a non-participating party shall forfeit, release and relinquish all interest in such 40 acre proration unit
 together with the eight immediately surrounding and adjoining 40 acre proration units with the exception
 indicated.

 Notwithstanding any provision to the contrary contained in Article VI .. Non-Operator upon receiving Ooerator's
 recommendation with respect to an attempted Completion shall within the time period set forth herein, notifr
 Operator of its election to participate in a proposed Completion attempt. Failure to so notifr Ooerator shall be
 deemed an election by Non-Operator not to participate. In the event that any Non-Ooerator elects not to participate
 in the Completion attempt. the Non-Consenting Pam shall relinquish and assign to the participating parties all of
 its Leasehold interest in and to the well and the proration unit allocated to such well, only insofar as to the interval
 or formation which is subiect to the Completion attempt. Additionally. in such event, such non-participating party
 shall relinquish and surrender and forever furfeit proportionately to the particioating parties. all of the non-
 participating partv's interest in and to all proration units which are adjoining and/or contiguous to the proration
 unit a!located to such well. only insofar as to the interval or formation which is subject to the Completion attempt.

 With regard to Deepening operations. any Non-Consenting Partv shall forfeit proportionately to the participating
 parties all of the non-participating partv's interest in depths greater than the depth drilled in an operation for which
 such         non-participating partv had previously consented. The interest of any party in such relinquished and
 forfeited Leasehold rights shall be assigned proportionately to the participating parties by the non-participating
 partv without warranty of title except as to claims. by. through or under Assignor. and shall be free of burdens
 except those created prior to the time the non-participating party acquired his interest in the Leasehold estate so
 forfeited.

 I. Sales Necessitating Separate Measurements.

         Jn the event of transfer, sale, encumbrance or other disposition of interest within the Contract Area which
necessitates separate measurement of production, the party creating the necessity fur such measurement shall alone
bear the cost of purchase, installation and operation of such facilities.

J. Internal Revenue Code Election.

         This Operating Agreement shall not create any mining partnership, commercial partnership or other
partnership relation or joint venture, and the liabilities of each of the parties hereto shall be several and not joint.
However, solely fur Federal and State income tax purposes, the parties elect to be taxed as a partnership in
accordance with the Tax Partnership Agreement attached as Exhibit "G" hereto, but such relationship shall not be
a partnership to any other extent or for any other purpose. Notwithstanding anything to the contrary herein, the
parties hereto agree that, with respect to all operations conducted hereunder, each party hereto agrees to elect to be
excluded from the application of Subchapter K of Chapter l of Subtitle A of the Code, and each party agrees to join
in the execution of such additional documents and elections as may be required by the Internal Revenue Service in
order to effectuate the foregoing. In addition, if the income tax laws of any state in which the parties conduct
operations pursuant to the terms of this Agreement contain provisions similar to those contained in Subchapter K
of Chapter I of Subtitle A of the Code, the parties hereby agree to elect to be excluded from the application of such
provisions.

K. Memorandum of Operating Agreement.

         Within ten (I 0) days from the execution of this operating Agreement, each party agrees to execute a
"Memorandum of Joint Operating Agreement" to be filed of record in Lynn and Terry Counties, Texas, imparting
constructive notice that the Contract Area is subject to all of the terms, conditions and provisions contained in this
agreement.

L. Power of Attorney.

          Each Non-Operator designates Operator as its respective attorney-in-fact fur the purpose of executing on
behalf of such Non-Operator all instruments of release; all oil purchase agreements, gas purchase agreements and
amendments thereto; all amendments to existing Leases in the Contract Area deemed necessary by Operator and
all filings required by regulatory agencies relating to operations on the Contract Area including without limitation
all NGPA filings, filings required by the Federal Energy Regulatory Commission and the Railroad Commission of
the State of Teitas. This Power-of-Attorney may be revoked only by revocation signed and acknowledged by the
revoking non-operator, and filed for record in Lynn and Terry Counties, Texas, a copy of which shall be furwarded
to operator.

M. Area of Mutual Interest.




                                                                                                                             SEC 189682
          (I) The parties hereto hereby create an Area of Mutual Interest (the "AMI") comprising all of the
  Contract Area covered by this Operating Agreement.

           (2) During the term of the AMI, if any party hereto ("the Acquiring Party") acquires any Oil and Gas
  Lease, or any interest therein, any unleased mineral interest or any farmout, sublease or other contract with respect
  thereto which covers or affects any lands or minerals lying within the AMI ("the offered Mineral Interest"), the
  Acquiring Party shall promptly notify each of the other parties hereto ("Offeree") of such acquisition. In such
  event, such Offeree shall have the right to acquire his or its proportionate interest in the offered Mineral Interest in
  accordance with the other provisions of this Article XVI I.

           {3) Promptly upon acquiring the offured Mineral Interest, the Acquiring Party shall, in writing, advise
 each Offeree of such acquisition. The notice shall include complete xerox copies of the instruments of acquisition
  including, by way of example but not of limitation, such copies of the Leases, assignments, subleases, farmouts or
 other contracts acquired by the Acquiring Party creating or affucting the offered Mineral Interest, together with
 such copies of paid drafts, plats depicting lhe exact location of the acreage covered or affected thereby, Lease
 brokers' reports and any other title data relating thereto. The Acquiring Party shall also enclose an itemized
 statement of the actual costs and expenses incurred by the Acquiring party in acquiring the offered Mineral Interest
 ("Acquiring Costs"). Each Offeree shall have a period of fifteen (15) days after receipt of the notice within which
 to furnish the Acquiring party written notice of his or its election to acquire his or its proportionate interest in the
 offered Mineral Interest. If; however, a well in search of oil or gas is being drilled on lands situated within the
 AMI or on lands situated outside the AMI of which the result could be expected to materially affect the value of the
 offered Mineral Interest, each Offeree shall have a period of forty-eight (48) hours after receipt of the notice
 (exclusive of Saturdays, Sundays and legal holidays) within which to elect to acquire his or its proportionate
 interest in the offered Mineral Interest. It is provided, however, that the forty-eight (48) hour election period shall
 not apply unless the Acquiring Party shall give written notice to each Offeree within two (2) days after the date on
 which the Acquiring party acquired the offered Mineral Interest exclusive of Saturdays, Sundays and legal
 holidays. In addition thereto, the Acquiring Party shall also:

          (i)          furnish each Offeree with the approximate location of the well then being drilled and the
                       name of the operator or drilling contractor drilling the well; and

          (ii)         specifically advise each Offeree that each Offeree shall have a period of forty-eight (48) hours
                       {inclusive of Saturdays, Sundays and legal holidays) within which to elect to acquire his or its
                       proportionate interest in the offered Mineral Interest.

            The above information shall be in addition to the information and copies of instruments to be furnished in
  connection with the acquisition of the offered Mineral Interest as provided hereinabove. If the Acquiring Party
  does not receive written notice of election from any Offeree to acquire his or its proportionate interest within the
  fifteen {15) day or forty-eight (48) hour period, as the case may be, such failure shall constitute an election by such
 Offeree not to acquire his or its interest in the offilred Mineral Interest. Written notice from the Acquiring Party to
 each Offeree and written notice of election from each Offeree to the Acquiring Party shall be deemed given when
 delivered if delivered in person, one day after deposit with an overnight carrier such as Federal Express for delivery
 on the next calendar day and the day of transmission by telecopy (if confirmed by notice sent by Federal Express or
 a similar overnight carrier for receipt the next day). Each Offeree accepting the offered Mineral Interest shall be
 entitled to participate in the offered Mineral Interest in the proportion to which his or its ownership interest as set
 forth in Exhibit "A" bears to the total ownership Interests as set forth in Exhibit" A" of the Acquiring Party and all
 other Otferees who have elected to acquire their proportionate interest in the offered Mineral Interest. Promptly
 after the period for the election has expired, the Acquiring Party shall invoice each Offeree electing to acquire his
 or its Interests in the offered Mineral Interest for his or its proportionate part of the Acquisition Costs. In the event
 an Offeree elects not to acquire his or its proportionate interest therein, then the Acquiring Party and each of the
 other Offerees who elect to participate in the offered Mineral Interest shall bear the Acquisition Costs attributable
 to such non-acquiring Offeree's interest in the proportion to which such participating party's expense bearing
 interest in the AMI at such time bears to the aggregate expense-bearing interest in the AMI at such time of the
Acquiring Party and such other Offerees who so elect to participate. Each Offeree shall immediately reimburse the
Acquiring Party for his or its share of the Acquisition Costs as reflected by the invoice. Upon receipt of such
reimbursement or, in the case of a farmout or similar agreement at the time the acquiring party receives its
assignment or other instrument, the Acquiring Party shall execute and deliver an appropriate, recordable
assignment to each participating Offeree. If the Acquiring Party does not receive the amount due from a
participating Offeree within five (5) days after receipt by such Offeree of the invoice for its share of the Acquisition
Costs, the Acquiring Party may, at his or its election and without prejudice to other existing remedies, give written
notice to such delinquent party that the fuilure of the Acquiring Party to receive the amount due within forty-eight
(48) hours (exclusive of Saturdays, Sundays and legal holidays) after receipt of such notice by the delinquent
Offeree shall constitute a withdrawal by the delinquent Offeree of its former election to acquire the interest and
such Offeree shall no longer have the right to acquire an interest in the offered Mineral Interest. In the event the
Acquiring Party does not receive the amount due within such forty-eight (48) hour period, the delinquent Offeree
shall be deemed to have elected not to participate and the Acquiring Party shall succeed to and own the entirety of
the interest in the offered Mineral Interest which the delinquent Offeree would have owned and the Acquiring
party shall bear the delinquent Offeree's proportionate share of the Acquisition Costs.

         (4) In the event less than all of the Offerees elect to acquire their proportionate interest in the offered
Mineral Interest, then the portion of the lands covered by the offered Mineral Interest shall be automatically
deleted from the AMI and the Contract Area covered hereby without the necessity of Operator or any Non-Operator
executing a document amending the AMI and this Operating Agreement to reduce the AMI and the Contract Area




                                                                                                                             SEC 189683
  to exclude such lands therefrom. The Acquiring Party and the Offerees electing to acquire the Interests in the
  offered Mineral Interest shall be deemed to have agreed to operate the offered Mineral Interest in accordance with
 the terms and provisions of this Operating Agreement, except that the offered Mineral Interest shall constitute the
 Contract Area covered thereby. Exhibit "A" shall list the names and addresses of the parties owning the offered
 Mineral Interest and the Interests in which they own the same, and Operator shall be named Operator therein
 unless Operator did not participate in acquiring his interest in the offered Mineral Interest, in which event the
 parties agreeing to participate in the offered Mineral Interest shall select an Operator from among themselves,
 which Operator shall be elected by the affirmative vote of two or more such parties owning a majority interest
 based on their ownership of the offered Mineral Interest, and not on the number of parties electing to participate.
 The Acquiring Party and the Offerees electing to acquire their Interests in the offered Mineral Interest shall enter
 into an Operating Agreement reflecting the same immediately after agreeing to own jointly the offered Mineral
 Interest, but the failure to enter immediately into such an Operating Agreemeni shall not prevent the owners of the
 offered Mineral Interest from operating, developing and maintaining the same in accordance with the tenns hereof;
 unles.~ Operator elects not to participate and such parties are unable to agree on the election of an operator.


          (5) Any assignment made by the Acquiring Party shall be made free and clear of any burdens placed
 thereon by the Acquiring Party but otherwise without warranty of title, except as to acts by, through and under the
 Acquiring Party, but not otherwise. The assignment shall be expressly made subject to and each assignee shall
 expressly assume his or its portion of all of the obligations imposed by the instrument creating or affecting the
 offered Mineral Interest.

          (6) If the interest ofany party hereto in the AMI should vest in three or more parties, those parties shall
 designate one of them to whom all notices provided for in this AMT are to be given and shall promptly furnish the
 other parties hereto the name and address of the designated party. If the Acquiring Party has not received the
 name and address of the designated party, the notice of the acquisition shall be directed to all of the parties having
 an interest in the AMI according to the Exhibit "A" which is then a part of this Operating Agreement.

          (7) [f the instrument creating or affecting the offered Mineral Interest covers lands situated both within
 and outside the AMT, the Acquiring Party may, at his or its option, offer either all of the offered Mineral Interest or
only that portion of the offered Mineral Interest covering lands situated within the AMI. Iflcss than the entirety is
offered, the Acquisition Costs shall be prorated between the acreage covered by the offered Mineral Interest
situated within the AMI and the acreage situated outside the AMI and the Acquiring Party shall bear all of the
Acquisition Costs attributable to such outside acreage and the Acquiring Party and the Offerees wbo elect to
participate shall bear their proportionate share of the Acquisition Costs attributable to the acreage within the AMI.
 If the entirety of the premises covered by the Mineral Interest is offered and each party hereto acquires it
proportionate interest therein, the lands lying outside the AMI shall become a part of the Contract Area covered
hereby and the AMI shall thereby be automatically enlarged without the necessity of operator or any Non-Operator
executing a document amending the AMI and this Operating Agreement to enlarge the AMI to include such Iancfa
lying outside the AMI.

         (8) If two or more of the offered Mineral [nterests are included in the same notice, each Offeree shall
have the separate right of election as to each offered Mineral Interest.

         (9) The provisions of the AMI shall not apply to acquisitions resulting from a merger, consolidation,
reorganization or an acquisition from a parent, subsidiary or affiliated corporation, or, as to individuals, from
ascendants or descendants or trusts of which such parties are beneficiaries. The provisions hereof shall also not
apply to sales and acquisitions between partners in a partnership which is a party hereto, or ventures in a joint
venture which is a party hereto, nor to the acquisition by any party hereto of all or any part of the interest of
another party hereto.

         (10) Each party hereto stipulates and represents to the other parties hereto that he or it is not now and
shall not become hereafter a party to any other area of mutual interest agreement involving all or any portion of the
land comprising the AMI.

N. Participation Agreement

          The parties to this Operating Agreement hereby acknowledge that their interest in the Contract Area
described in Exhibit "A" hereto is owned subject to the terms of that certain Big Bump Prospect Lynn County,
Texas Participation Agreement by and among the Parties hereto dated October 19, 2009 and pursuant to paragraph
8 (c) thereof, the Parties granted to each other a Right of First Refusal as to any proposed Transfer of any interest
in the Contract Area to any person other than a Permitted Assignee (as such terms are defined in the Participation
Agreement). The Parties hereby incorporate by reference the provisions of paragraph 8 (c) of the Participation
Agreement into this Agreement as is set out in ti.Ill in this Agreement.




                                                                                                                           SEC 189684
                                               EXHIBIT"A"

                                       Attached to and made a part of
           Operating Agreement dated November I, 2009, between RAW Oil & Gas Inc. as Operator and
                                Smith Energy Company, eta!, as Non-Operators



PART I:          CONTRACT & AMI AREA

       Section 55, Abstract 394, Georgetown Ry. Co. Survey, Lynn County, Texas
       (640.00 ac.)

       South Half of Section 57, Abstract_, Georgetown Ry. Co. Survey, Lynn County,
       Texas (320.00 ac.)

       West 200 Acres of Section 20, Abstract 948, D&SE Ry. Co. Survey, Lynn County,
       Texas (200 ac.)

       North 200 Acres of Section 7, Abstract 998, Block C-40, PSL Survey Lynn County,
       Texas (200 ac.)


PART II:         PARTIES, INTEREST AND ADDRESSES FOR NOTICE PURPOSES

                                                Before Casing Point              After Casing Point of the
      Names and Addresses                       of the First Well                First Well
                                                                                 And all Subseguent
                                                                                 Qperations
       Raw Oil & Gas, Inc.                       -0%-                            1.00%
       12312 Slide Road
       Lubbock, Texas79424

      Raw Energy, L.C.                           -0%-                            5.25%
      I 2312 Slide Road
      Lubbock, Texas 79424

      Smith Energy Company                       100.0%                          75.0%
      Lester Smith, President
      P.O. Box 52890
      Houston, Texas 77052

      Mark P. Hardwick                           -0%-                            6.25%
      P.O. Box 213
      Midland, Texas 79702

      Steve Blaylock                             -0%-                            6.25%
      214 W. Texas, Suite 306
      Midland Texas 7970 I

      Elger Exploration Inc.                     -0%-                            6.25%
      P.O. Box 2623
      Midland, Texas 79702




                                                                                                             SEC 189685
                                                                                     EXHIBIT"B"

                                                                   Attached to and made a part of
                                      Operating Agreement dated November I, 2009, between RAW Oil & Gas Inc., as Operator and
                                                           Smith Energy Company, etal, as Non-Operators.
  ~R8(7-tiYJPlidl.tf
  wUl1MOAl.ioif'11111l111Prn\i!dn11




                                                  OIL, GAS AND MINERAL LEASE
  THIS AGREEMENT made lhis bclwoen         Lessor (whotbor                                                                                    ono    or    more),     whose     add=       Is
  ------------··and------------~ Lessee, WITNESSETH:
               I. Lo&;or, in consideration of Ten Dollars and other valuable consideration ($ I0.00 and OVC), receipt of which is hereby acknowledged, and of !he covenants
  and agr<emenls oftessee hereinafter contained. does hereby gran~ lease and let unto lessee tho land coverad hereby for the pu11"'5"' and with the e><clusive riglu of exploring.
  drilling, mining and operaling for, producing and owning oil, ga.•, rulphur and all other minerals (whether or not similar to those mentioned), together with the right to make
  surveys on said land. lay pipe lines. establish and utilize fiicililies for surface or subsurface dispooal of salt water. construct roads and bridges, dig canals, build tanks. power
  station•, telephone lines, employee houses and other struclurcs on said land, necessary or useful in lessee's operations In exploring. drilling fur. producing. treating, storing
  and transporting minerals produced from the land covered hereby or any land a<ljacent thereto. The land covered hereby, herein called. "said land", is located in the Counties
  of                    Slate ofTexas, and is described as follows:


  This leaso also covers and includes, in addition to lhat above dcocnbed, all land, if any, contiguous or adjacent to or adjoining the land above described and (a) owned or
  claimed by lessor by limilation, prt'Oeription, possession, rcvoraion or unrecorded instrument or (b) as to which lessor has a preference right of acquisition. L<:soor ogree& to
  citecute any supplemental imtniment requested by lessee for a more complete or accurate description of said land. For the purpose of dotennining the amount of any bonus or
  other paymont hereunder, said land shall be deemed lo contain _ _ _acres, whetftcr actually containing more or less. and the above recital of acreage in any tract shall be
  deemed to be the tnic acreage thereof. Lessor accepts the bonus .. 1ump sum consideration for this lease and all rights and options hereunder.

              2. Unless sooner tmninated or longer kepi in force under other provisions hereof, this lease shall remain in force for a term of ___ycara from the date hereof,
  hereinafter called "primacy tenn", and as long thereafter as operations. as hereinafter defined. ore conducted upon said land with no cessation for more than ninety (90)
  consecutive days.

               3. As royalty, Jcs.qce covenants and agreos: (a) To deliver to the credit oflossor, in the pipe line to which lessee may connect its wells, the equal _ _ _ part of
  all oil produced and saved by lessee from said land, or from time to time, al the option of lessee. to pay lessor the average posted market price of such _ _ _ part of such
  oil at the wells as of lhe clay il is run to the pipe line or storage tanks. lessor's interest. in either case., to hear _ _ _ of the cosl ofltcating oil to render it marketable pipe
  lino oil; (b) To pay lessor on gas and casinghead gas produced from said land(!) when sold by lcsscc,__Jofthe amount realized by lessee, computed at the mouth of
  the well, or (2) when used by leosee off said land or in the manufacture of gasoline or other produe1S, the morkct value, at the mouth of the well, of _ _ _ of such gas and
  casinghead gas; (c) To pay lessor on all other minerals mined and marketed or utilized by lessee from said land, one tenth either in kind or value at the well or mine al lcsscc's
  election. °"cept that on sulphur mined and marketed the royalty shall be one dollar ($1.00) per long ton. If, at the expiration of the primary term or any time or tim<:S
  th mailer, there is any well on said land or on lands with which said lands or any portion thereof has been pooled, capable of producing oil or gas, and all such wells are shut-
 in, this lease shall, nevertheless, continue in force as though operations were being conducted on said land ror so long as said wells are shut-in, and lhcreafter this lease may be
 continued in force as if no shut-in had occWTCd. Lessee covenants and agrees to use reasonable diligence to produce, utilize, or market the minerals capable of being
  produced from said wells, but in the exercise of such diligence. lessee: shall not be obllgated to install or furnish fiicilitics other than well fiidlities and ordinary lease lilcilitics
 offlow lines, separator, and lease tank, and shall not be required to settle labor trouble or to market gas upon terms unacceptable to 1..,...,, If, at any time or times after the
 expiration of Ure primary term, all such wc1Js are shut·in fur a period of ninety consecutive days, and during such fjmc there are no operations on said land, then at or before
 the expiration of said ninety day period, lcsscc shall pay or tender, by check or draft of lc:ssee, as royalty, a sum equal to one dollar ($1,00) for oech acre of land then covorcd
 bcroby. I .cssee shall make like payments or tenders at or before the end of each anniversacy of the expiration of said ninety day period if upon such annivrnary this lease is
 being continued in fon:e snlely by rea.<0n of the provisions of this paragraph. each such payment or tender shall be made to the parti.,. who at the lime of paymenl would be
 enli!led to receive the royaUks which would be paid under llris Joase ifthe wells were poducing, and may be deposited in the                                                  Bank at_
 - - - - - - - - - - - - - - , o r its successors, which •hall continue as the depositories, regardless of changes in the ownenlhip of shut-in royalty. ]fat any
 time that lessee pays or tenders shut-in royalty, two or more parties are, or claim to be, entitled to receive same, lessee may, in lieu of any other method of payment herein
 provided, pay or tender such shut-in royalty • in the manner above specified. either jointly to ruch parties or separately to each in accordance with their n:spectivc ownership
 thereof, aa lessee may eloot. Any payment hereunder may be made by check or draft oflessee deposited in the mail or delivered to the party entitled to roceivc payment or to
 a depository bank provided for above on or before the last dale for paymenl Nothing herein shall impair lessee's right to release as provided in paragraph 5 hcroof. In the
 event of assignment of this lease in whole or in part, liability for payment hemmder shall RlSt exclusively on the then owner or owners of this lease, severally as to acreage
 owned by each.

              4. L<sscc is hereby granted tho right, al its oplion, to pool or unitize any land covered by this lea..e with any other land covered by this leaac, and/or wilh any other
 land, lease, or leases, as to any or all minerals or horizons, so a.• lo establi•h units containing not 1norc than 80 surface acroo, plus I Oo/o acreage tolerance; provided, however,
 Wlits may he established as to any one or more horizons. or existing units may be enlarged as to any one or more hori7.ons, so as to contain not more than 640 surfaoe aCTQi
 plus 10% acreage tolerance, if limited to one or more of the following: (I) gas, other than casinghead gas, (2) liquid hydrocarbons (condensate) which are not liqui~ in tho
 subsurface """"'oir, (J) minerals produced from wells classified as ga.• wells by the conservation agency having jurisdiction. lf larger units than any of tho5c heroin
 pennitted, either at the time established, or al\er enlargement, are required under any governmental rule or order, for the drilling or operation of a well at a regular location,
 or for obtaining maximum allowable from any well to be drilled. drilling, or already drilled, any such unit may be established nr enlarged to confonn to the size required by
 such governmental order or rule. Lessee shall exercise said option as to each desired unit by e><ccuting an instrument identifying s11eh unit and filing it for record in the
 public office in whfoh this lease is recorded. F.ach of the said options may be exercised by rhe lessee at any time and from time to time while this le&c is in foroe. and whether
 before or after production has been established either on said land, or on the portion of said land included in the unit, or on other land uniti7.ed therewith. A unit eslablished
 hereunder shall be valid and effi>ctive for all purposes of this lease even though there may be mineral, royalty, or leasehold interests in lands within the unit which are not
effectively pooled or unitized. Any operations oonducl.ed on any part of such unitized land shall be consi~, for all purposes, c•e<.')lt the payment of royalty, operations
conducted upon said land under this lease. There shall be allocated tu the land covered by this lease within each such unit (or to each separate tract within the unit if the lease
covers separate tracts w1thin the unit) that proportion of the tolal production or uniti1.ed minerals from the unit1 after deducting any used in lease or unit operations, which the
number of surface acres in such land (or in each •uch separate tract) covered by this lease within the unit bcara to the total numbcr of surfitce acres in the unit, and the
production so allocated shall be considered for all purposes, including payment or delivery ofroyally, overriding royalty and any other payments oul of production, to be the
entire production of uniti7.ed minerals &om the land to which allocated in the same manner a.• the ugh produced tbcrofrom under the terms of the• lease. Tho owner of the
reversionacy ..tale of any term royalty or mineral estate agrees that the accnial of royalties pursuant to this paragraph or of shut-in royalties from a well on the unil shall
satisfy any limilation of tmn requiring production ofoil or gas. The formation of any unit hereunder which includes land not covered by this lease shall not have the e!fect of
exchanging or transfen-ing any interest under this lease (including. without limitation any shut-in royalty which may become payable under this lease) between parties owning
interests in land covered by this lease and parties owning inlereSts in land not covered by this lease. Neither shall it impair the right of the lessee to release as provided in
paragraph S hereof. except that lesaee may not so release as to lancL• wilhin a unit while there are operalions thereon for unitized minerals unless all pooled leases are rclcascd
as to lands within tho unit At any time while this lease is in furce lessee may dissolve any onit established hereunder by filing for record in the public office where this lease
is recorded a declaration to that effect. if at that time no operations are being conducted thereon for unitized minerals. Subject to the provisions ofthi.c; paragraph 4, a unit
once established hcrconder shall remain in force so long as any lease subject thereto shall remain in force. If this lease now or hereafter covers separate tracts, no pooling or
unitization of royalty interests as between any such separate tracts is intended or shall be implied or result mere£y &om tho inclusion of such separate tracts wi1hin 1his lease
bu~ li:ssee shall nevertheless have the right lo pool or unitize as provided in this paragraph 4 with conse.qucnt allocation of production as herein provided As used in this
paragraph 4, the words "separate tract" mean any tract with royalty ownership differing, now or hereafter, either aa to parties or tllllOUnts, from that as to any other part of the
Jea.c;ed premi$CS.

          5. Lessee may at any time and from ti1nc to time execute and deliver to lessor nr file for record a release or releases of this ll>ISC as to any part or all ofsakl land or
ofany mineral or horiwn !hereunder, and lhcn:by be relieved of all oblig111ions, as to tho released acreage or interest.

             6. Whenever used in this lease the word "operations" shall mean operations for and any ofthe following: dn1ling. testing. completing, reworl<ing, rccomplcting,
deepening, plugging back or repairing of a well in search for or in an endeavor to obtain production of oil, gas, sulphur or other minerals, excavating a mine, production of
ail, gas, sulphur or other mineral, whether or not in paying quantities.

           7. Leosee shall have lhe use, fiee from royalty, of water, otheT than from lessor's water wells, and of oil and gas produced from said land in all operations
hereunder. Lessee shall have the right al any time to remove oil machinery and fixtures pl•ced on said land. including the right to draw and remove casing. No well shall be




                                                                                                                                                                                      SEC 189686
  drilled nearer than 200 feet to the house or i.., .. now <m said land without the consent of the lessor. l..cs.<cc •h•ll pay for darn.      .used by its operation.< to growing crops
  and timber on said land.

              8. The rights and estate of any party hereto may be a"'igned fi'Oln time to time in whole or in part as to any mineral or horizon, All oflhccovc:nants, obligations,
 and considerations of this t...e shall extend to and be binding upon the parties hereto, their heirs. successors, ....,igns, and succeosive assigns. No change or divi•ion in the
 ownership of said land. royalties, or oUicr moneys, or any port thcreor. howsoever effected, •hall increase the obligation5 or diminish the rights of 1....., including, but not
 limited to, the location and drilling of wells and the measurement of production. Notwithstanding nny other actual or constructive knowledge or notice thereofof or to lessee;
 its SUcce5SOl'S or 85.<igns. no change or division in the owner8hip of said land or of the royalties, or other moneys, or the right to receive !he same, howsoever cfl'ected, shall be
 binding upon the then record owner of this lease until thi1ty (30) days after there has been furnished to such record owner at his or its principal place of business by lc.'50f or
 lessor's heirs, succe••ora, or assigns. notice of such change DI' division, supported by cither originals or duly ccnified cepies of the inslruments which have been properly filed
 for record and which evidence such change or division, and of such court records and proceedings, lranscri~. or other documents as shall be necessary in the opinion of such
 record owner to establish the validity of such change or division. If any such change in ownership occurs by reason ofthe death of the owner, lessoe may, nevertheless pay or
 tender such royalties, or other moneys, or part thereof. to the eredit of the decedent in a dcpo6itory banlc provided for above.

             9. In tho cvmt lessor considers that lessee has not complied with all its obligations hereunder, both express and implied. lessor shall notify lessee in writing, sotting
 out specifically in whal respects lessee has breached this contract. Lessee shall then have sixty (60) days after receipt of said notice wilhin which to meet or commen~ to
 meet all or any pait of the breaches allcgod by lessor. The service of said notice shall he PfCCOclent to the bringing of any action by lcs.wron said lease for any cause, and no
 such action shall be brought until the lapse of sixty (60) days after service of such notice on lessee. Neither the service of '8id notice nor the doing of any acts by lcsscc
 aimed to meet all or any of the alleged In-caches shall be doemcd an admission or presumption that le.<see has failed to perionn all its obligations hereunder. If this lease is
 canceled for any cause. it shall nevertheles.• remain in fui~c and effect as to (I) sufficient acreage around each well a.< lo which there are operations to constitute a drilling or
 maximum allowable unit under applicable governmental regulation.<, (but in no OV<TI( less than forty acres), such aercage to he designated by lessee as nearly as practicable in
 the fmn ofa square centered at the well, or in such shape as then existing"Jlllcing rules require; and (2) any part ofSllid land included in a pooled unit on which there are
 operations. Lessee shall also have such easements on said land as are necessary to operations on the acreage so retained.

             I0. Lessor hereby wanrsnts and agrees to defund title to said land against the claiim of all persons whomsoever. Lessor's rights and int<:reSIS hereunder shall he
 charged primarily with any mcrtgagcs. taxes or other liens, or interest and other charges on said land. but lessor agrees that lessee shall have the right al any time to pay or
 reduce same for lessor, either before or after maturity, and be subrogated to the rights of the holder thereof and to deduct omounts so paid tTom royaltia; or other paytn<Tits
 payable or which may become payable to lessor and/or assigns under this lease. lfthis lease covers a less interest in the oil, gas. sulphur, or other minerals in oll or any part
 of uid land Ulan the entire and undivided fee simple estate (whether lessor's interest is herein specified or not}, or no interest therein, then the royalties and other moneys
 accruing &om any part as to which this lease covers less than such f\111 int""'-'I, shall be paid only in the proportion which the interest thercin, if any, covered by this lease,
 bears to the whole and undivided fee simple estate therein. All royalty interest covered by this lease (whether or not owned by lessor) shall be paid out of the royalty herein
 provided. This lca.<e shall be binding upon each party who executes it without regard to whether it is executed by all those named hm:in as lesser.

              11. If while this lease fa in force, a~ or after the expiration of the primacy .tenn hereof, it isnol being continued in foroc by reason of the shut-in well provisions of
 paragraph 3 hereof, and lcsscc fa not conducting operations on said land by reason of (I) any law, order, rule or regulation, (whether or not subsequently detennined to be
 invalid) or (2) ony other cause, whether similar or dissimilar, (except financial) beyond the reasonable conlrol of lessee. the primacy term hereof shall be extended until the
 first anniversary date hereof occurring ninety (90) or more days following the removal of such delaying cause, and this lease may be extended tliereafter by operations as if
 such delayed had not occurred.


             IN Wrl'Nl'8S Wll EREOF, this instrument is executed on the date first above wri!te11,




LESSOR:




By:
Printed Name:
Title:

Tax ID No.:




                                                                        ACKNOWLEDGEMENT




                                                                      CORPORATE



          Before me. the underaigncd Notary Public, personally a p p e a r e d - - - - - - - - - - , - - - - - - - - - - - - - - - - - - - , - - -
known to me to be the person whose name is subscribed to the foregoing instrument and known to me to be                                             of
_ _ _ _ _ _ _ _ a corporation, and acknowledged to methatheorsheexecutcd the same as the act of said corporation for the purposes therein set forth
           Given under my hand and seal ofoffice this _ _ _ _ day of _ _ _ _ _ _ _ _ _ _ _,2008,


                                                                        Notary Public in and for the State of _ _ _ _ __

My commission expires:----------




                                                                                                                                                                                 SEC 189687
                                                                                                                                  ~S   1984 ONSHORE
                                                                                                                                  ,mmandad by the Council
                                                                                                                           OJ   t'etroleum Accountants

. - - - - - - - - - - - - - s - o c 1 e 1 1 . _ .--CQOA~
                                                                        EXHIBIT "C"                                                                         rt\u
           Attached to and made a part of          Joint Operating Agreement dated November I 2009. by and between RAW Oil & Gas. Inc.,
           as Operator and Smith Energy Company etal as Non-Operators.




                                                   ACCOUNTING PROCEDURE

     10
                                                             JOINT OPERATIONS
     11
                                                                       J, GENERAL PROVISIONS
     12
     13
     14    I.       Dcl'Jnltlom
 IS
 16                  Jaint Property" shal1 mean the real and pmona1 property subjeci: lo the agreement to which this Accounting Procedure
                    11



 17                 is attachod.
 18                  "Joint Operations" shall mean aU operations m..~"'"$581)' or proper for the development, operation, protection and
 19                 mainlenance of the Joint Property.
 20                  "Joint Account" shall mc11n 1hc account showing the charges paid amt c..TCdit8 received in the conduct of the Joint
 21                 O~rations and which arc to be shared by the Parties.
 22                 "Opcrat~r'' shall mean the parly designated to conducl !he Joinl Operations.

 23                 ''Non-Opcnnors" shall mean the Par1ics to this agreement other than l'hc Operator.
 24                .,Paities"' shall mean Operator and Non-Operators.
 2S                 "F'irSI Level Supcrvisars11 shall mean those employees whose primary function in .Joint Operations is the direct
 26                supervision of other employees and/or con1ract labor directly employed on the Joint Property in a field operating
 27                capaeily.
 28                 1
                     'Technicol Employees" shall moan those employees having special and specific engineering, geological or 01hcr
 29                profossfon11J skills. and wbooc primary function in Joirtt Operations is the handling of specific operating conditions and
 30                problems for 1he benofll of the Joint Propeny.
 31                npersonal Expenses" shall mean travcl and other reasonable reimbwsable expenses of Operator's employees.
 32                "'Ma1crial 11 Jihall mean personal property, equipment or supplies acquired or held for use on the Joint Property.
 33                11
                      Contmllahlc Material" shall mean Material which ai the time is so classified in the Material Cla..~fieation Manual as
 34                most recently recommended by the Council or Pe1rolcum Accountants Societies.
 35
 36                Statement and BiDing•
 37
38                 Operator shall bill Non-Operators on or before 1he lllSI day of each month for their proportionate share of the Joint
39                 Account for 1he preceding month. Such bills will bo accompanied by statements which identify the authority for
40                 e:icpcnditure, lca:i;e or facility. and all charges and credits summari;.o..ed by appropriate classifications of invc:stmeol and
41                 expense except that items of C'ontrollahlc Material and unusual charges and credits shall he 8C:pafate1y idc:ntiflcd and
42                 fully described in delail,
43
44        J.       AdvanceR and Payments by Non-Operaton
4S
46                 A.      Unls otherwise       provid~d   for in the agreement,        the   Operator may require the Non·Opcratol'S to advance their
47                         share of estimated cash outlay for the succeeding month's operation within fifteen (15) days after receipt of the
48                         billing or by ihe fi!Sl day of the monlh for which the ndvancc is n:quircd, whichever is later. Operalor shall adjust
49                         cach monthly billing to reflect advances received from the Non-Oper4tors.
so
SI                 B.      Each Non-Operalor shall pay its proportion of all bills within fiflc:en (IS) days after receipt. Ir payment is not made
52                         within such time, the unpaid balance shn.JJ bear interest monthly at the prime rate in effec.t at Pcomes Bimk I ubbock
53                         on     the   first    day     of    the     monlh    in    which    delinquency    occurs    plu."'  1%     or    lhc
S4                         maximum contract nttc permilted by the applicable u&iry Jaws in the slate in whicti the Joint Property is located,
SS                         whichever is the lesser, p1us altomey's fees, court c~c;. and other costs in connection with the collection or unpaid
56                         amounts.
57
58                Adjustments
59
60                Payment of nny such hills shall not prejudice the righl of any Non-Operator to protest or question cho CO!WCtness thereof;
61                provided, howover, •ll bills and ~atomcnts rcndmd to Non-Openitors b)' Operator during any calendar year shall
62                conclusively be presumed lo be true and corrcc1 af\er twenty-four (24) months fotlowing the end of any such calendar
63                year, unlr;ss within the said twenty-four (24) month period a Non-Operator takes written exception thereto and makes
64                claim on Operator for adjustment. No adjustment fawrable to Operator shall be made WJless ii is made within the same
6S                prescribed period. Tho provisions of this paragraph shall not ~cnt adjustmenls rcsulling from a physical inventory of
66                Controllable Material as provided for in Scclion V.
67
68
                         COPYRIGHT© 1985 by the Council of Petroleum Accountants Societies.
69
70




                                                                                 -I -




                                                                                                                                                            SEC 189688
                                                                                                                                                     'AS 1984 ONSHORE
                                                                                                                                                     .immended by the Council
                                                                                                                                                 or Petroleum Accountants

.-----------Socler_ies                                                                                                                                           --COPA~

           5.            Audit.


                         A.     A Nan~Operator, upon nt>ticc in wriling to Operator and all other Non-Operators, s11all have lhc right lo audit
                                Operator's accounts and records relating to the Joint Account for any calendar year within the twcnty·four
                                (24) month period lbllowing the end of such calendar year; provided, however, the making of an audit shall not
                                C11:tend   lhc time for the taking of written ~ception to and the adjustments of accounts as provided for in
                                P•rab'111Ph 4 of this section I. WhcR> thCR> arc rwo or more Non-Operators. the Non-Operators <lull! make
                                every reasonable effnlt to conduct a joint audit in a manner wtiich will rcsull in a minimum of inconvmic=nCe
                                10 the Operator. Operator shall hear no portion of the Non-Operatonl' audit cost incurred undor this
     10                         paragraph uni""' agrted to by the Operator. The audits shall not he conducted more than once eoch year
     11                         without prior approval of Operator, c11.cept upon the resignation or removal of the Operator, and shall be made
     12                         ot the expense orthoso N<>n-OperatOlli approving such audit.
     13
     14               B.        The Operator shall reply in writing to an audit report within 180 day> ancr receipt of such n:port.
     15
     16    6.         Approval By Non-OPonuon
     17
 18                   Where; an approval or other agreement cf the Parties or Non-Operators is expressJy required under other sections of 1his
 19                   Accounting Procedure and if the agreemenl to ·which this Accounting Procedure is attachod contains no
 20                   contrary provision.< in regard thereto, Operator shall notify all Non-Opcraton of the Operators proposal, and tho
 21                   agreement or approval       or a majority in inteR$1'. of the Non-Operators shall be controlling on all Non-Opcruton.
 22
 23
 24                                                                                 II. DIRECT CHARGES
 25
 26       Operator shall charge !he Joint Account with the following hems:
 27
 28
 29
          '·         Ecolog:lcal and Environmental


 30                  Costs incurred for the benefit of the Joint Property as a result of gnvcmrilcntal or rcguhuory requirements to sati~fy
 31                  environmental considerations applicable to the Joint Operations. Sucl1 costs may include surveys of an ecological or
 32                  archaeological nature and pollution control procedures as required by applicable la\W and regulations.
 33
 34       2.         Rentals and Royalties
 35
 36                  Lease rentals and royaltie:J paid by Operator for lhc Joint Operations.
 37
 38       3.         Labor
 39
 40                  A.       (l)    Salaries and wagos or Operators field employees directly employed on the Joint Property in the conduct of
41                                   Joint Operations.
42
43                            (2)    Salaries of first level SupeiviSO!ll in the field,
44
45                            (3)    salaries and     wages of Tcc:hnical           Employees dircclly employed          on    the Joint    Property if such charges arc
46                                   cltch1ded from the overhead rates.
47
48                            (4)    Salaries   and      Wll80S   of    Teclmioal     Employees   cilbor   temporarily        or pormoncntly       assigned      to     ond     directly
49                                   employed in the operalion or the Joint Property if such charges arc excluded from the overhead rates.
so
51                  B.        Operator's cost of holiday, vacation, sickness and di$1bi1ity benefits and other c!JStomary allowances. paid to
52                            employees whose salaries and wages are chargeahlc to the Joint Account under Paragraph JA of this Seclion 11.
53                            Such costs lU1der this Paragraph 38 may be charged on a ''when and as paid basis'' or by 11 pcrcentagc a.s.scssmcnt"
54                            on the amount of RB:Jaries and wages chargeable 10 the Joint Account under Paragraph 3A of this Section IL Jr
SS                            percentage IS9CSStnCnt is used, the rate shall be based on the Operator's cost experience,
56
57                  C.        Eitpenditurcs or contributions made pul'!Wlnl to asscs.wents imposed by governmental                                       authority       which      oro
58                            applicable 10 Operator's costs chargeable lo the Joint Account under Paragraphs 3A and 38 of lhis Section II.
59
60                  D.        Personal     Expenses    of those        employees    whooe   salaries and    wages    arc       chargeable   to     the   Joint        Account    under
61                            Parasraphs 3A and 3B of this section 11.
62
63                  Employee Bcnenb
64
65                  Operator's current costs or c.c;rablishcd plans for employees' group life insurance. hospi1alization, pension, rtlirement,
66                  stock purchase, thrift, bonus, and other benefit plans of a like nature, applicabfo to Opcratoi's labor cost chargeable to the
67                  Joinf Acco~m! under Paragraphs JA and 38 af Oris Section H shall be Opclator's actual cost not 10 exceed the percent
68                  moSI recently recommended by the Council of Petroleum Accounlants Socielies.
69
70




                                                                                            -2-




                                                                                                                                                                                           SEC 189689
                                                                                                                                             ~S 1984 ONSHORE
                                                                                                                                           .J<nmended by the Council
                                                                                                                                       of Petroleum Accountants

.-----------S-ocletle_s                                                                                                                                --OO~A~

               5.     Material


                      Material purt:hased or furnished by Operator for use on the Joint Property as provided under Section IV.                                   Only sucti
                      MateriaJ shall he purchar.ed for or tnnsfetTcd to the Joint Property a.ii; may be required for immediate u...c and is
                      rea.«<mably practical and consistent with efficient and economical operations. The accumula1ion of' surplus stocks shall be
                      avoided.

      8               Transportation
      9
     10               Transponalion of employees and Material necessary for the Joint. Operat\~s but subject to tho following limitation~
     ti
     12               A.     If Matcriid is moved to the Joint Property from the Opcra.tor'A warehou.o;e or othet properties. no charge shall he
     13                      m11:dc: to 1hc Joint Accoltllt for a dis11mcc greater than the distance fi'om the nearest reliable supply srore where like
     14                      material is nonnally available or railway receiving point nca~ the Joint rropcrty unless Ab~ to by the Parties..
     15
  16                  B.     Jr    surplus Material is moved to Operator's warehou.9C or other storage point, no charge shall be made to the Joint
  17                        Account for a distance greater than the distance to the nearest reliable supply !Jore where like material is normally
     IR                     available, or railway receiving point nearest the Join( Property unles." agreed to by the Parties. No charge shall be
     19                     made to the Joint Account for moving Material to other properties belonging to Operator, unless agreed to by the
 20                         Parties.
 21
 22                  C.     In the application of subparagraphs A and B above. the option to cquali7.e or charge actual tnicking coi.1 is
 23                         available when the actual charge is $400 or Je..qs excluding acccswrial charges. The $400 will he adjusted to the
 24                         amount most recently recommended by the Council of Petroleum Accounlanls Societies.
 25
 26        1.        Servi..,
 27
 28                  The cost or contract services, equipment ond utilities provided by outside sources, except ~rviees excluded by Paragraph
 29                  I 0 of Section Tl and Paragraph i, ii, and iii, of Section IU.     The cost of pmf~onal consultant services and contract
 30                  services of technical personnel directly engaged on the Joint l>mpert.y if such charges are excluded fi'om the ovcrlicad
 31                  ralcs. The cost of professional consultant services or contract SCfVi~ of technical personnel nol directly engaged on the
 32                  Joinl Property shall not be charged to the Joint Account.if directly engaged in the operation (not odminist1'tion) of tho joint property,
 33
 34        8.        Equipment and      Faeilitie1 Furnished By Operator
 35
 36                  A.      Operator shall charge the Joint Account for use of Operator owned equipment and facilities at rates cammcnsurate
 37                          with costs of ownend!ip and opcralion. Such rates shall inch1de co.ti or maintenance. repairs, other operating
 38                          expense. insurance, taxes, depreciation. and interest on gross investment less accumulated depreciation not to
 39                          exceed eighteen                             percet)I                    %) per annum. Such rat.cs shall not exceed average commercial
 40                          rates currently prevailing in the immcdiale area of the Joint Property.
 41
42                   B.      Jn lieu of charges in Paragraph 8A obove. Operator may elect to use average commercial rates prevailing in the
43                           immediate area of !he Joint Propeny less 20%.          For automotive eqt.tipmcnl, Operator may elect to use rates
44                           published by the Petroleum Motor Transpon Associa1ion.
45
46        9.         Damages and l.os11e& to Joint Property
47
48                  All    co.~s    or expenses necessaiy for tho repair or replacemenl of Joint Property made necessaiy because of damages nr
49                  lcmes incurred by tire, noodt storm, theft, accidcnl, or other cause. except those resulting from Operator's gross
50                  negligence or willful misconduct. Operator shall furnish Non-Opcmtor wriuen notice of damages or losses incurred as
51                  soon as practicable aRcr a rcpon thereof has been reccived by Operator.
52
53        10.       Legal Expenlliic
54
SS                  Expense of handling. invcstiga1ing and settling              litigation or clai~ discharging of lien&t payment of judgments ond
56                  amounts paid for senlcmcnt of claims incurred                 in or resulting from operations under the agreement or necessary to
57                  protect or recover the Joint Property. except that             no charge for services of Operator's legal staff or fees or CXpt:ns4: of
58                  outside uttomoys s.ha!1 he made unles.s previous!)'          agreed to by the Parties. All other legal expense is considered to be
59                  covered by the overhead provisions of Section UI unless otherwise agreed to by the Parties. excepl as provided in Section
60                  I, Paragraph 3.
61
62        11.       Tu:cs
63
64                  AJI taxes of every kind imd nature assc:ssc:d or levied upon or in connection with the Joinl Propcny, the operation thereof,
65                  or the production therefrom, and which taxes have been paid by the Operator for the benefit of the Parties. If t'hc ad
66                  valorem taxes arc based in whole or in part upon separate valuations of each pany's working interest, then
67                  notwithstand~ng any1hing to the COlltrary herein. charges to the Joint Account shall be made and paid by the Parties
68                  hereto in accordance with the lax value generated by each party's working in1erest
69
70




                                                                                    -3-




                                                                                                                                                                              SEC 189690
                                                                                                                                               ''IS 1984 ONSHORE
                                                                                                                                               m1mende1l by the C<luncll
                                                                                                                                         or l"'etroteum Accountants

.------------Socl•t_les                                                                                                                                --~O~A~

           12.     lnsprance


                   Net prcrnhnns paid for insurance required to ~ carried for tllc Joint Operations for t1'c prmcction of the Parties. In the
                   event Joint Operations are cooducted in a state in which Operator may act as self·insurer for Workers Compensation
                   and/or Employers LiDbility under the respective state's laws.. Operator may, at its election, include the risk under its scJr·
                   insurance program and in that event, Operator shall include a charge al Operator's cost not to exceed manual rates.

          13.      Abandonment and Reclamation
     9
     10            Costs incurred           for abandonment of the Joint Property, including coots               ~uired      by govemmerual           or other regulatory
 II                au1hority.
 12
 13       14.     Communtcattoru
 14
 IS               Cost of acquiring. leasing, installing, operating. repairing and maintaining communication systems, including radio Jind
 16               microwave l'acilitics directly serving the Joint Property.            In the event communication facililieslsystems serving the Joint
 17               Property are Operator owned. ehargcs 10 the Joint Accounl •hall be made as provided in Paragraph 8 of this Section II.
 18
 19       15.     Other Expenditun:s
 20
 21               Any olhcr expenditure not covered or dealt with in the rorcgoing provisions of this Section II, or in Section UJ and which
 22               is of direct benefit to the Joint Property and is incurred by lhe Operator in the necessary and proper conduct of the Joint
 23               Operations.
 24
 2S
 26                                                                             Ill. OVERHEAD
 27
 28       I.      Overhead - Drilling and Producing Opentlons
 29
 30                      As compcnsatian for administrative,               supervision,   office    services   and   wareholLll!;ing     costs.    Operator   shall   charge
31                       drilling and producing operationi> on either:
32
33                       ( X ) Fixed Rate Basis, Paragraph IA, or
34                       (   ) Pen:cn1agc nasi~ Poragraph IB
JS
36                       Uni~ otherwise agreed to hy the Parties,, such charge shall be in lieu of costs and expenses of ell offices and
37                       salaries or wages plw; applicable burdens and expenses of all pcraonnel, excepl those directly chargeable under
38                       Paragraph JA.. Section II,      The cost and e;11.pense of services from outside sources in connection with matters of
39                       taxation, traffic, accounting or mettcrs before or involving; governmental agencies shlll1 be considered as included in
40                       the overhead rates provided. for in the above ·selected Parabrr&ph of this Section 111 unless such cost and expense arc
41                      agreed to by the Parties as a direct charge to the Join1 Account.
42
43               ii,    The salaries. wages and Perr.onal Expenses of Technical Employees nndlor                              the      cost   of   prof~onal      consultant
44                      services and contract services of technical personnel directly empioyed cm the Join I Property:
4S
46                               ) shall be covered by the overhead rates. or
47                      ( X ) shall nOI be covered hy the overhead rates.
48
49               iii.   The salaries. wages and Personal Expenses of Technical Employee.~ and/or costs of profemional consultant services
so                      and contract services of technical personnel either temporarily or permanently assigned to and di reedy employed in
SJ                      the operation of the Joint Property:
S2
Sl                              ) shall he covered by the overhead ralcs, or
S4                      ( X ) shall nnl be covered by the overhead raics.
SS
56               A.             Overhead - Fixed Rate Basis
S7
SS                      (I)     Operalorshall charge th<: Joint Account at the following rates per well per month:
S9
60                              Drilling Well Rate s. __,~s~o~o~oo~----------
61                                   (Prnraled for less than e full month)
62
63                              Producing Wen Rate $,_--'7"'S'"O"'OO"--------
64
6S                      (2)     Application uf Overhcad - Fixed Rate Dasis shall be as follows:
66
67                              (a)   Drilling Well Rate
68
69                                    (I)     Charges   for drilling wells shall begin on          the date the well is spudded and tonninatc on the date
70                                            1hc drilling rig, completion rig, or other unils used in completion of the well is released, whichever




                                                                                    -4-




                                                                                                                                                                               SEC 189691
                                                                                                                                      ·~s 1984 ONSHORE
                                                                                                                                      11T1mended by the Council
                                                                                                                              01   t'etroleum Accountants

r---------5-ocletle_s                                                                                                                          --COPA~

                                            is later, except that no charge shall be made during suspension of drilling or completion operations
                                            for fifteen (IS) or more consecutive calendar days.

      4                              (2)    Charges for wells undergoing any lypo or workover or recompletion for                       a period of five (5)
      s                                     consecutive worl:. days or more shall be made at lhc drilling well rate.                    Such charges shall he
                                            applied for the period from date workover opcra1ions. with rig or other units ust.-d in workovcr.
                                            commence rhrough date or rig               °'other unit release, except that no charge shall be made during
                                            suspension of operations for fifteen (IS) or more consecutive calendar days.

 10                          (b)    Producing Well Ralcs
 II
     12                             (I)     An active well either produced or injected into for any portion of the month shall be considered as
 13                                         a one--well charge for the entire month.
 14
     IS                             (2)     Each active complctfon in a             multi-<:ompt~ed     well in which production i~ not commingled down
 16                                         hole 5ludl be consjdcred as a              ooc~well   charge providing each completion is considered a separate
 17                                         well by the governing regulatory authority,
 18
 19                                 (3)     An inactive gas well shut in bocausc of overproduction or failure of purchaser to take the
 20                                         production shall he considered as a one·wetl charge providing lhc gas well is dircclly connected to
 21                                         e. permancni sales outh:1.
 22
 23                                 (4}     A one-well charge !ihall be made for the month in which plugging and abandonmenl operatioos
 24                                         are completed on any well. This oric--well charge shall be made whether or not the well has
 2S                                         produced except when drilling well rate applies.
 26
 27                                 (S)     All other inaclivc wells (including but not limited to inactive wells covered by wlit l*llowable, lease
 28                                         allowable, transferred allowable, elc.) shall not qualify for an overhead charge.
 29
 30                   (3)    The well       rau:s shall be adju~od "" or the first day or April oach yeor rollowing lhe etTcctivo dare or the
 31                          il(.'feemenl
                                        lo which this Accounting Procedure is attached.    The adjustmenl shall be computed by multiplying
 32                          the nue   cuTTCnlly in use by the percentage increase or decrease in the overage weekly earnings of Crude
 33                          Petroleum  and Gas Production Workem fbr the last cu.lender year compared to the caJendar year preceding: as
 34                          shown by the index of avera1:ore weekly earnings of Crude Petroleum and Oa.ll Production Workers as published
 35                          by the United States Department of Labor, Bureau or Labor Statistics, or the equivalent Canadian index as
 36                          published by Statistics Canada, as applicable. The adjusted rates shall be lhc rates currenlly in use, plus or
 37                          minus the computed adjustment.
 38
 39             B.   Overhead· Percentage Basis
40
41                   (1)    Operator shall chaTije lhe Jotn1 Accoun1 at the roll owing rates:
42
43                          (•)    Development
44
45                                 _ _ _ _ _ _ _ _ _ _ ,Percent ______%) of the cost of development of the Joint Pmpe11y exclusive of costs
46                                 provided under Para1:,Jtaph IO or Section II and all salvage crcdit.'i.
47
48                          (b)    Operaling
49
so                                 -------~-Percent (_ _ _ _%) of the                 cost of operating the Joint Property e:ic:cl usivc of cams provided
SI                                 under Parngraphs 2 and 1O of Section I~ all salvege credit.s. the value of inj~ted i:.11bstanc:e:s purchased
S2                                 for secondary recovery 1U1d all taxes and assessments which arc levied. assessed and paid upon the
SJ                                 mineral interest in and to the Joint Property.
S4
SS                   (2)    Application of Overhead • Percentage llusis shall be as follows:
56
57                          For the purpose or determining charges on a pen;enlagc basis under Paragraph I B or this Section rn,
S8                          development sha11 include all costs in connection with drilling, rcdrilling. deepening, ot any remedial
59                          operations on any or all wells involving the use of drilling rig and crew capable of drilling to the producing
60                          interval on the Join! Property; also, preliminary expenditures necessary~ in preparation for drilling and
61                          ex~nditurcs incurred in abandoning when the well is not completed as a producer, and original c:ost of

62                          comtrue1ion or installation of fixed assets. the expansion of fixed asset!' and any other project cletrly
63                          discernible as a fixed asset, except Major Construction as defined in Para1.'Tilph 2 of this Section III. All other
64                          costs shall be considcral as operating.
65
66        2.   Overhead - Major Comtruction
67
68             To compensate Operator for overhead co.5ts incurred in the construction and installation of fixed ;mets, the expansion of
69             fixed assets, and any other project clearly discernible as a fixed asset required for the developm..-nl and opcJll.lion of the
70             Joint Property, Operator shall either negotiate a rate prior to the beginning or construction, or Mall charge the Joint




                                                                                    .5.




                                                                                                                                                                  SEC 189692
                                                                                                                                                          \S 1984 ONSfiORE
                                                                                                                                                         '1T1mended by the Council
                                                                                                                                                  OT ~·etroleum Accountants

r-----------5-ocleti•_·                                                                                                                                            --CO~A~

                        Accouru       ror overhead based on the following rates for any Major Construction p~iect in excC$ofS_ _ _ _ _ _ _ _ _ _ _ _ _.

                        A.      ___i_ % offirst SI 00,000 ortDlal cost if h:ss. plus


                        B.      __J__ %ofc"'1sin cxCC!l<of$100,000 but less than $1,000,000, plus


                        C'.    __L_ % of costs in excess ofSl,000,000.


                        Total co~ shall mean Ibo gross c"'1 of any one projoct. For lhc purpose of 1his paragraph, the component parts of a single
 10                     projccl shall not be 1reated separatoly and the cost of drilling and workover wells and artificial lift equipment "'811 be
     11                 ex.eluded.
 12
 13        3.           Cataotropho Ovemead
 14
 IS                     To compensate Operalor for ovCJhead costs incuned in the event or expenditures l"C!iUiting from a single occurrence due
 16                     to oil ::;pill. blowout, explosion. fire. stonn, hurricane, or other catastrophes as agreed to by the Parties. which are
 17                     necessary lo reslore 1he Joinl Property to the equivalent condition that existed prior to the event causing the
 18                     expenditures. Operator shall eilher negotiare a              rate     prior lo charging the Joint Account or shall charge the Joinl Account
 19                     for<?verhead based an the foHowingmlCS'.
 20
 21                     A.     _ . L _ % or1olal costs lhrough $100,000; plus
 22
 23                     B.     __J__ % of total costs in excess of SI 00,000 but loss than $1,000,000; plus
 24
 2S                     r. __2_ _ % of total costs in excess ofSl ,000,000.
 26
 27                     Expenditure..~ subject lo the overheads above                  will     not   be   reduced    by       insurance   nx:ovcrics.   and   no other overhead
 28                     provisions of this Section Ill shall apply.
 29
 30                    Amendment of Rates
 31
 32                    The overhead rates provided far in this Section Ill may be amended from time to time only by mutual                                                 a~cnt
 33                    between lhe Partic=s hereto if, i11 practice. the ratc..c; arc f()und to be insufficient or cxce$ivc.
 34
 35
 36                             IV.           PRICING OF JOINT ACCOUNT MATERIAL PURCHASES, TRANSFERS AND DISPOSITIONS
 37
 38       Operator is         responsible for Joinl Account Material and                 shall make proper and timely charges anC cn:dits for ail Maleriaf
 39       movemcntli        atrcc1ing the Joint Property. Operator shall                 provide 1111 Material for use on the Joint Property~ however, at
40        Operator's option. such Me.lerial may he supplied by the Non-Operator. Opcr.ttor shaU make lilhely diaposilion of idle and/or
41        surplu::i Material, such disposal being made either lhrough sale 10 Operator or Nun-Opcraror, division in kind, or sale 10
42        outsiders. Operator may purchase, but shall be under no obligotion to purchar.c; inlcrest of Non-Operators in surplus condition
43        A or B Moterial. The disposal of surplus Controllable Material not purc!t..00 by the OpclTllor shall be agreed to by the Parties.
44
45        (.           Purchases
46
41                     Material purchased shall be charged at lhe price paid by Operator after deduction of al1 discounts received. In case of
48                     Material found lo be defec1ive or relurncd to vendor for llllY other reasoo~ crcdil shall be pwocd to the .loin! Account
49                     when adjuminent has been received by the Operator.
so
SI        2.           Trantfen and Dbpo111ttons
S2
S3                     Matorial furnished to the Joinl Property and Material transferred from tho Joint Propeny or displllled of by tho Operator,
54                     unless otherwise agreed to by the Parties, shall be priced on 1he following basis exclusive of cash discounts:
SS
56                     A.     New Material (Coodilion A)
57
SB                            (1)     Tubular Goods Other rhan Line Pipe
S9
                                      (a)   Tubular goods. sized 2 3/8 inches OD and larger, except line pipe, shall be priced at CLurent new price available from area
60
                                            vendors      effective  as    of date       or movement          plus     1ransportation    cost   using     the - 80,000
61
                                            pound carload wcib>hl basis lo the railway n.>Cciving point nearest the Joint Property for which
62
                                            published rail rates for tubular goods exist. If the 801000 pound rail rate is not offered. rhc 701000 pound
63
                                            or 90,000 pound rail rate may be used, Freight chaq,res for tubing will be calculated from Lorain, Ohio
64
                                            and casing from Youngstown, Ohio.
65
66
                                      (b)   Por grades which arc sµcc:ial to one mill only, prices shall be computed at the mill base of ihat mill plus
67
                                            transportation cost from that mill to the railway receiving Point nearest the Joint Property as provided
68
                                            above in ParasraPh 2.A.(l)(a). For transportarion cost from points other than Eastern mills, tho 30,000
69
70




                                                                                              -6-




                                                                                                                                                                                     SEC 189693
                                                                                                                                \S 1984 ONSHORE
                                                                                                                               1mmended by the Council
                                                                                                                           or Petroleum Accountants

.---------Soeleu_
                ••                                                                                                                     --COPA~

                               pound Oil Field Haulers AS!iOciation intcrstacc truck rate shall be used.


                       (c)     Spocial end finish tubular goods shall be priced al the lowest published out-or->iDCk price, f,o,b, llouston,
                               Texas. plus transportation cost. using Oil Field llaulcrs Association inlcn>talc 30,000 pound truck rate,
                               to the railway receiving point nearest tlle Joint Property.


                       {d)     Macaroni tubing (size less than 2 318 inch OD) shall be priced at the lowest published out-cf-stock prices
                               f.o.b. the supplier plus transportation costs. using the Oil Field Haulers Association interstate truck rate
                               per weight of tubing transferred, to the railway receiving point nearest the Joint Property.
     10
     II        (2)     Line Pipe
     12
     13                {a)     Linc: pipe movements (except size 24 inch OD and larger with wa!ll'! % inch and over) 30,000 pounds or
     14                        more shalJ be priced under provisions of lubular goodi; pricing in Paragraph A.(l)(a) as provided above.
     15                        frcighl charges shall be calculalcd fmm Lorain, Ohio.
     16
     17                (b)    Line Pipe mavements cc~ccpt size 24 inch OD) und larger with                     walls % inch and over) less than 30,000
     18                       pounds shall be priced at Ea.~cm mill published carload base                     prices effective a.11, of dale of shipment,
 19                           plus 20 percent, plw. transportation costs based on freighl rates                 as .set forth under provisions of tubular
 20                           goods pricing in Paragraph A.(l)(a) as provided above. Freighl                   charges shall be calculated fmm LoOOn,
 21                           Ohio.
 22
 23                   {c)     Line pipe 24 inch OD and over and II inch wall and huger shall be priced f,o,b, lho point cf
 24                           manufacture at cu11c:nt new published prices plus transportation cost to the railway receiving point
 25                           nearesl the Joint Property.
 26
 27                   (d)     Llne pipe. including fabricated line pipe, drive pipe and conduit not listed cm pUblishcd price lists shall
 28                           be priced at quoted prices plus ft'eight ta the railway receiving point neara;t lhe Joint Property or at
 29                           prices agreed to by !he Parties.
 30
 31        (3)        Other Mai.erial shall be priced at the current new price, in eff'ect al date of movement, BS listed by a reliable
 32                   supply store nearesl Ille Joint Property, or point of manuracture, plus transportation costs. if applicahle, to the
 33                   railway receiving point nearest the Joint Property.
 34
 35        (4)        Unused new Material, except             tubular goods. moved from tho Joint Property shall he priced at the current
 36                   new price, In effect on date of movement, as listed by a reliable supply store nearest the Joint Property, or
 37                   point of manufac1uro, plus lransportation cost~ if applicable, to lhe railway ,...eiving point n.....t tho Joint
 38                   Property, Unused new tubulars will be priced as provided above in Paragraph Z.A.0) and (2).
 39
 40        B.         Good Used Material {Condition B)
 41
42                    Material in sound and serviceable conditioo Qnd suitable for reuse without reconditioning:
43
44                   (I)     Material moved to rhc loinr Property
45
46                           Al seventy·five percent (75%) of current n~-w price. as deletmined by Paragraph A.
47
48                   (2)     Maicrlal u.<ed on and moved from lhelcinl Property
49
so                           {u)   At seventy.five percent (75%) of currcnl new price,               m;    determined by Paragraph A., if Material was
51                                 originally charged to the Joint Accoun1 as new Material or
52
53                           (h)   At sixty·five percent (65%) of current new price, as: determined by Para&rraJ>h A, if Material was
54                                 originally charged to the Joint Account a.' n'ied Material
55
56                   {3)     Material not used on 11nd moved from the Joint Property
57
58                           At seventy-five percent (75%) of current new price as determined by Paragraph A.
59
60                   The cost ofrccondi1ionin& ifuny, shall be absorbed by the transferring propert)'.
61
62        C,         Other Used Ma1erlol
63
64                   {I)     Condition c
65
66                           Material which is not in sound and serviceable condition and not suitable for its original function until
67                           a0cr reconditioning shall be priced al fifty pen;ell! (5()%) of CUIT'Clll -    price BS. detennincd by
68                           Paragraph A. The cost of recondi1ioning shall be charged to lhc receiving propeny, provided Condition
69                           C value plus cost of reconditioning docs not exceed Condition B value.
70




                                                                          -7-




                                                                                                                                                             SEC 189694
                                                                                                                                            S 1984 ONSHORE
                                                                                                                                           nmended by the Council
                                                                                                                                      ot tJetroleum Accountants

.------------Societle_s                                                                                                                            --CO~A~

                                    (2)    Condition D

                                           Matcrial 1 excluding junk, no longer suitable for its original purpose, but usable for some other purpose
                                           sh!ltl be priced on a basis commensurate with its use. Operator may dispose of Condition D Material
                                           under procedures nonnally used by Operator without prior approval of Non-Operators.

                                           (a)   Casing, tubing, or drill pipe used as line pipe shall be priced as Grade A and B seamless line pipe
                                                 of comparable size and weight.      Used casing, tubing or drill pipe utilized as line pipe shall be
                                                 priced at used line pipe prices.
     10
     II                                   (h)    Casing, tubing or drill pipe used as higbcr pressure service lines than $1&ndanl line pipe, e.g.
     12                                          power oil lines, shall he priced under normal pricing procedures for casing, tubing, or drill pipe.
     13                                          UJl'Cl tubular goods shol 1be priocd on a non upset basis.
     14
     IS                            (3)    Condition E
 16
     17                                   Junk shall be priced at prevailing prices. Operator may dispose                        or   Condition   E   Material    under
 18                                       procedures nonnally utilized by Operator without prior approval cf Non-Operators,
 19
 20                          D.    Obsolete Material
 21
 22                                Material which is sctviceablc and usable for 1ts originaJ function but condition and/or value of such Material
 23                                is not equivalent to that which would ju.\"tify a price· as provided abtwe may be speciaUy priced as agreed lo by
 24                                the Patties. Such price should result In the Joint Account being cbargcd with the value of the servic:c
 2S                                rendered by Sllch Matetial.
 26
 27                          l!.   Pricing Conditions
 28
 29                                 (I) Loading or unlnading costs muy be charged to the Joint Accounl at the rare ar twenty--tive ccms (2St)
 JO                                     per hundred weigh! on all tubular goods movements. in lieu of actual laading or unloading costs
 JI                                     susraincd a1 the Slocking poinr. The above rate shall be adjusted a.~ of the first day of April each year
 32                                     following January 1, 1985 by the same percentage incrcar.e or decrease used 10 adjust overhead rates in
 33                                     Section Ill, Paragraph 1.A.(3). Each year, the rate calculated sh!lll be rounded to the nearest cent and
 34                                     shall be the rate in effect until the finit day of April next year. StJch rate shall be publi~1ed each year
 JS                                     by the Council of Petroleum Accountants Societies.
 36
 37                                (2)    Material involving erection costs shall be charged at applicable percentage of the cummt knocked-down
 38                                       price of new Material.
 39
40         J.          Premium rr1ccs
41
42                    Whenever Material is not readily obtainable at published or listed prices because of national emergencies. strikes or other
43                    unusual cnuses over which the Operator has no control, the Operator may charge the Joint Account for the ~uired
44                    Material at the Operator's actual cost incurred in providing such Material, in making tr sui!ablc for use, and In moving it
4S                    to Lhc Joint Property; provided notice in writing is furnished to Non-Operators of the proposed charge prior to bilJing
46                    Non-Operators for such Material.     Each Non-Operator shall have the right, by so electing and notifying Operalor within
47                    len days after receiving notice from Operator, to furnish in kind all or JXllt of his share of such Material suitable for use
48                    and acceptable to Operator.
49
so        4,          Warranty of Material Furnished By Opcratllr
51
S2                    Operator docs not warrant the Material furnished,           Jn case of detective Material, credit shall not be passed to the Jolnf
SJ                    Account unlil adjustment has been received by Operator from the manufacturers or their agents.
S4
SS
S6                                                                            V. INVENTORIES
57
58        The Opcralor shall maintain detailed records of Controllable Material.
S9
60        I.          Periodic Inventoriu, Notice 1md Representation
61
62                    At reasonable intervals, inventories shall be taken hy Operator of rhe: Joint Account C.ontroUablc Material. Wrilten notice
63                   of intention lo take innnlory shall be given by Operator at leasl thiny (30) days before any inventory is lo begin so lhal
64                   Non-Operators may he represented when any inventory is 1aken. failure of Non-Operaton; to be represented at an
6S                   inventory shall bind Non-Operators to accept lhe inventory ralc.en by Operator.
66
67        z.         Reconciliation and Adjustment of Inventories
68
69                   Adjustments to the Joint Account resulting from the reconciliation of a physical inventory shall be made within six
70                   monlhs following the taking of the inventory. Inventory adjwitments shall be made by Operator to the Joint Account for




                                                                                     -8-




                                                                                                                                                                          SEC 189695
                                                                                                                                 \S 1984 ONSHORE
                                                                                                                                Anmendod by the Council
                                                                                                                           ot Pelrcleum Accountants
. - - - - - - - - - - - - s o c _ 1 e 1 1 e s_ _ COPA~

            overages and shortagos, blJI, Operator shall be held accountable only for shortages due to lack of reasonable diligence.


       3.   Special Jnventorics

            Special invencories may be taken whenever there is any sale, c:hange of interest, or chanbre of Operator in the Joint
            Property. It shall be the duty of the pany selling to notify all other Parties as quickly as possible after the transfer of
            interest tak~ place. In such C8SCSi both the seller and the purchaser shall be governed by wch inventory.          In cases
            involving a chan1.re of Operator, all Parties shall he governed by such inventory.


 10    4.   Expense of Conducting Inventories
 ll
 12         A.    The expense of conducting periodic inventories shall not be charged to the Joint Account unless agreed lo b)I the
 13               Parties.
 14
 IS         S.    The expense of conducting specild inventories shall be charged to_ the Parties requesting such inventories. except
 16               inventories required due lo change of Operator shall be charged to the Joint Account.
 17
 18
 19
 20
 21
 22
 23
 24
 25
 26
 27
 28
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 S6
 S7
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                                                                            -9-




                                                                                                                                                          SEC 189696
                                                        EXHIBIT"D"


                                            Attached to and made a part of
               Operating Agreement dated November I, 2009, between RAW Oil & Gas Inc., as Operator and
                                    Smith Energy Company, etal, as Non-Operators.



                                                        INSURANCE

Operator shall carry and maintain at all times the following insurance with respect to all operations under this Agreement:

a)   Insurance which shall comply with the Workmen's Compensation Laws of the State in which operations hereunder
     are conducted.

b)   Employers' Liability Insurance with limits ofnot less than $1,000,000 for each occurrence.

c)   Comprehensive General Liability Insurance with limits ofnot less than (i) $1,000,000 for each occurrence for bodily
     injury, and (ii) $1,000,000 for each occurrence for property damage. Operator shall provide an APE insurance
     program with coverage as follows: Premises and operations, sudden and accidental pollution, underground resources,
     products and completed operations, and blowout, cratering and explosion coverage.

d)   Automobile Liability Insurance, including owned, hired and non-hired vehicles, with combined single limits of
     $500,000.

e)   Coverages in subparagraphs (c) and (d) above shall include Non-Operators as Additional Insured.

f)   facess Liability Coverage in excess of the coverage in subparagraphs (a), (b), (c), (d) and (e) above with a combined
     single limit for Bodily Injury and Property Damage of not less than $1,000,000 for each occurrence.

g)   All premiums on the above provided for insurance shall be charged to the Joint Account. Except as may be otherwise
     expressly provided in the Operating Agreement to which this Exhibit is attached, the Joint Acrount shall be charged
     with all liabilities and expenditures resulting from any claims, damages, or losses against which Operator is not
     required to carry insurance.

b)   Operator shall not be liable to Non-Operators for loss, suffered on account of the insufficiency of insurance carried, or
     of the insurer with whom carried, nor shall Operator be liable to Non-Operators for any loss accruing by reason of
     Operator's inability to provide or maintain the insurance specified above, provided, however, that if at any time
     Operator is unable to obtain or maintain such insurance, Operator shall promptly notify Non-Operators in writing of
     such met and Non-Operators may obtain and maintain such insurance at their expense.




                                                                                                                                 SEC 189697
                                                     EXHIBIT"E"


                                         Attached to and made a part of
            Operating Agreement dated November !, 2009, between RAW Oil & Gas Inc., as 'Operator and
                                 Smith Energy Company, etal, as Non-Operators.


                                          GAS BALANCING AGREEMENT

 The parties to the Operating Agreement to which this agreement is attached own the working interest in the gas
 rights underlying the Contract Area covered by such agreement in accordance with the percentages of participation
 as set forth in Exhibit "A" to the Operating Agreement.

 Each party has made (or will make) arrangements to sell or utilize its share of the gas well gas produced from the
 Contract Area. However, the respective gas markets of the parties may be limited from time to time; therefure, to
 permit the parties as much flexibility as possible in meeting the demands of their respective markets, the parties
 hereto agree to the following storage arrangement:

                                                        Section I.

 From and after the date of initial delivery of gas well gas from any proration unit within the Contract Area, during
 any period when the market of a party is not sufficient to take that party's full share of the gas well gas produced,
 the other parties shall be entitled to produce each month, in addition to their own share of production, that portion
 of any other party's share of production which said party is unable to market, or its purchaser does not take, of the
 allowable gas production assigned to such proration unit by the appropriate regulatory authority having jurisdiction
 in the premises or at the maximum efficient rate, if no such allowable gas production is so assigned, except,
 however, that no party shall be entitled to take or deliver to a purchaser gas production in excess of three hundred
 percent (300%) of its share of allowable gas production or maximum efficient rate unless that party has gas in
 storage. The parties hereto shall share in and own the lease condensate (liquid hydrocarbons recovered from such
 gas by lease equipment) in accordance with their respective above specified interests, upon and subject to the terms
 of the Operating Agreement.

                                                       Section 2.

A party taking less than its full share of the gas well gas produced shall be credited with gas in storage on a BTU
basis equal to its full share of the total gas weU gas produced, less such party's share of such gas used in lease
operations or vented or los~ and less that portion of .oruch · gas such party took or delivered to the purchaser.
                          a
Operator will maintain running account of the gas balanee as between the parties hereto and will furnish each
party monthly statements showing the total quantity of gas well gas produced, the portion thereof used in lease
operations, vented or lost, the total quantity of gas well gas delivered to market, and the monthly and cumulative
total over and under delivery of each party on an MCF and on a BTU basis.

                                                       Section 3.

After notice, any party may at any time begin taking or delivering to a purchaser its full share of the gas well gas
produced (less such party's share of such gas used in the lease operations, vented or lost). To allow the recovery of
gas in storage and to balance the gas account of the parties in accordance with their respective interests, a party
with gas well gas in storage shall be entitled to take or deliver to a purchaser its full share of the gas well gas
produced (less such party's share of such gas used in lease operations, vented or lost), plus a share of gas not
exceeding its gas in storage determined by multiplying (1) twenty-five percent (25%), by (2) the interest in the
proration unit's current production (less such party's share of such gas used in lease operations, vented or lost) of
the party or parties without gas in storage, by (3) a fraction, the numerator of which is the interest in the proration
unit of such party with gas in storage and the denominator of which is the total percentage interest in the proration
unit of all parties with gas in storage.

                                                      Section 4.

Nothing herein shall be construed to deny any party the right, from time to time, to produce and take or deliver to
its purchaser its full share of the allowable gas production to meet the deliverability tests required by its purchaser.
 Each party shall at all times use its best efforts to regulate its takes and deliveries from the Contract Area so that
wells will not be shut in for over producing the allowable, if any, assigned thereto by the regulatory authority
having jurisdiction.

                                                      Section 5.

Each party producing or taking or delivering gas well gas to its purchaser shall pay any and all royalties and
production taxes due on such gas.

                                                      Section 6.




                                                                                                                           SEC 189698
 Should production of gas well gas from a proration unit be permanently discontinued before the gas account is
 balanced, settlement will be made     between the parties for gas which has not been recovered by any party from
 storage. In making such settlement, ifthere is any party whose gas has not been recovered from storage, or a party
 who has sold more than its share of gas well gas, then the amount owed (as hereinafter defined) by each of the
 latter shall be forwarded to the operator who shall allocate the sum of such amounts and pay the former in
 proration to the respective ownerships in gas not recovered from storage. The amount owed by each party who has
 sold more than its share of gas well gas shall be the weighted average of the amounts received by such party upon
 sale of such gas during the period or periods overproduction is accrued by such party, less base lease royalty and
taxes paid thereon; provided, however, that as to gas sold in interstate commerce by such party, such amounts shall
be based upon that portion of the rate or rates not subject to refund applicable to and collected for the volumes sold
during such period or periods by such party under orders of the regulatory body having jurisdiction which are final
at the time of such settlement, plus any additional collected amounts which are not ultimately required by said body
to be refunded, such additional collected amounts to be accounted for at such time as final determination is made
with respect thereto. For the purpose of the preceding sentence, the weighted average of the amounts received by
such party shall be determined by weighting the respective amounts received for such gas on the basis of volumes
of overproduction that accrue hereunder to the account of such party during the period for which such amount was
received. As to any gas which any party hereto may talce for its own use or sell to a third party purchaser affiliated
with such selling party such swn or amount of money for the amount of such gas thereof shall be based upon the
rate which would have been received by the under produced party as if such gas had been taken during the period
or periods of underproduction under its contract with a nonaffiliated third party purchaser, but, if the
underproduced party has no such contract, such sum or amount of money shall be based on the average rate
received by other parties hereto fur their share of gas during the affected period.

                                                     Section 7.

This agreement shall constitute a separate agreement as to each proration unit within the Contract Area and shall
become effective in accordance with its terms and shall remain in force and effect as long as the Operating
Agreement to which it is attached remains in effect, and shall inure to the benefit of and be binding upon the
parties, their succesaors, legal representatives and assigns.

                                                     Section 8.

Nothing herein shall change or affect each party's obligations to pay its proportionate share of all costs and
liabilities incurred in lease operations in accordance with and subject to the provisions of the Operating
Agreement.




                                                                                                                         SEC 189699
                                                  EXHIBIT"G"

                                     Attached to and made a part of
        Operating Agreement dated November I, 2009, between RAW Oil & Gas Inc., as Operator and
                             Smith Energy Company, eta!, as Non-Operators


 TAX PARTNERSHIP PROVISIONS


 I.    RELA110NSHIP OF THE PARTIES. This agreement shall not create any mmmg partnership,
       commercial partnership or other partnership relating or joint venture, and the liabilities of each of the
       parties hereto shall be several and not joint. However, solely for the Unites States federal income tax
       purposes, this agreement shall be considered as a partnership, but such relationship shall be considered as
       a partnership, but such relationship shall not be a partnership to any other extent or fur any other
       purposes.

 2.    ELECTION TO REMAIN WITIIlN SUBCHAPTER K. Notwithstanding anything to the contrary herein
       or in the Operating Agreement (the "Operating Agreement") to which this is also to be considered an
       Exhibit, the parties hereto agree with respeet to all operations conducted hereunder:

       Each party, now having or hereinafter acquiring an interest under this agreement, agrees not to elect to be
       excluded from the application ofSubchapter K of Chapter l of Subtitle A of the Internal Revenue Code of
       1986, as amended (the "Code"), and each party agrees to join in the exeeution of such additional
       documents and elections as may be required by the Internal Revenue Service in order to effectuate the
       foregoing. In addition, if the income tax laws of any state in which the parties conduct operations
       pursuant to the terms of this Exhibit or the Operating Agreement, contained provisions similar to those
       contained in Subchapter K of Chapter 1 of Subtitle A of the Code, the parties hereby agree not to elect to
       be excluded from the application of such provisions.

3.     INCOME TAX COMPLIANCE AND CAPITAL ACCOUNTS

       The Operator shall prepare and file all required federal and state partnership income tax returns. In
       preparing such returns Operator shall use its best efforts and in doing so shall incur no liability to any
       other party with regard to such returns. Not less than two weeks prior to the due date (including
       extensions) Operator shall submit to each party a copy of the return as proposed for review.

      The Operator shall establish and maintain rair market C'FMV") capital accounts and tax basis capital
      accounts fur each party. Operator shall submit to each party along with the copy of any proposed
      partnership income tax return an accounting of its respective capital accounts as of the end of the tax
      return period.

      Each party agrees to furnish to Operator not later than 30 days before the return due date (including
      extensions) such infurmation relating to the operations conducted under this agreement as may be
      required for the proper preparation of such returns and capital accounts.

4.    TAX MATTERS PARTNER

      4.1 Operator is Tax Matters Partner. Operator is designated ta11 matters partner ("TMP") as defined in
      Internal Revenue Code (Code) Section 623 l(a)(7). In the event of any change in operator, the party
      serving as TMP for a given taxable year shall continue as TMP with respect to all matters concerning such
      year. The TMP and oilier parties shall use their best efforts to comply wi1h responsibilities outlined in this
      section and in Code Sections 6222 through 6232 and 6050K (including any Treasury Regulations
      promulgated thereunder) and in doing so shall incur no liability to any other party. Notwithstanding
      TMP's obligation to use its be.~t efforts in the fulfillment of its responsibilities, TMP shall not be required
      to incur any expenses for the preparation for, or pursuance of administrative, or judicial proceedings,
      unless the parties agree on a method for sharing such expenses.

      4.2 lnfonnation requested by TMP. The parties shall furnish TMP within two weeks from the receipt of
      the request with such information (including information specified in Code Sections 6230(e) and 6050(k)
      as TMP may reasonably request to permit it to provide the Internal Revenue Service with sufficient
      infonnation for purposes of Code Seetions 6233 and 6050K.

      4.3 TMP Agreements with IRS. The TMP shall not agree to any extensions of the statute of limitations
      for making assessments on behalf of any other party without first obtaining the written consent of that
      party. The TMP shall not bind any other party to a settlement agreement in tax audits without obtaining
      the concurrence of any such party.

      Any other party who enters into a settlement agreement witb the Secretary of the Treasury with respect to


MKB/EXHG.WPF




                                                                                                                        SEC 189700
        any partnership items, as defined by Code Section 623 l(a)(3), shall notify the other parties of such
        settlement agreement and its terms within 90 days from the date of settlement.

        4.4 Inconsistent Treatment of Partnership Item. If any party intends to file a notice of inconsistent
        treatment under Code Section 6222(b), such party shall, prior to the filing of sucb notice, notify the TMP
        of such intent and the manner in which the Party's intended treatment ofa partnership item is (or may be)
        inconsistent with the treatment of that item by the partnership. Within one week of receipt the TMP shall
        remit copies of such notification to other parties to the partnership. If any inconsistency notice is filed
        solely because of the party not having received a Schedule K-1 in time for filing of its income tax return,
        the TMP need not be notified.

       4.5 Reauest for Administrative Adjustment. No party shall file a request pursuant to Code Section 6227
       for an administrative adjustment of partnership items for any partnership taxable year without first
       notifying all other parties. If all other parties agree with the request adjustment, the TMP shall file the
       request for administrative adjustment on behalf of the partnership. If unanimous consent is not obtained
       within the period required to timely file the request for administrative adjustment, if shorter, any party,
       including the TMP, may file a request for administrative adjustment on its own behalf.

       4.6 Judicial Proceedings. Any party intending to file a petition under Code Section 6226, 6228 or any
       other Code Section with respect to any partnership item, or other tax matters involving the partnership,
       shall notify the other parties of such intention and the nature of the contemplated proceeding. In the case
       where the TMP is the Party intending to file such petition, such notice shall be given within a reasonable
       time to allow the other parties to participate in the choosing of the forum in which stich petition will be
       filed. If the parties do not agree on the appropriate forum, then the appropriate forum shall be decided by
       majority vote. Each party shall have a vote in accordance with its percentage interest in the partnership
       for the year under audit. If a majority cannot agree, the TMP shall choose the forum. If a party intends to
       seek review of any court decision rendered as a result of such proceeding such party shall notify the other
       parties.

       4.7 Windfall Profit Tax. The parties agree to take appropriate action under Code Section 6232(c) and
       any treasury regulations thereunder to assure that items required to compute the Windfall Profit Tax as
       imposed by Chapter 45 of the code not be \Teated as partnership items.

5.     ELECTIONS

       5.1 General Elections. For both income tax return and capital account purposes, the partnership shall
       elect (a) to deduct currently intangible drilling and development costs ("JDC"), (b) to use minimum
       allowable acceleration tax method and the shortest permissible tax life for depreciation purposes, (c) to use
       the accrual method of accounting, (d) to report income on a calendar year basis, and (e) dispositions of
       depreciable assets shall be accounted for under the General Asset account method to the e~tent permitted
       by Code Section J68(i)(4).

       5.2 Depletion. Solely for fMV capital account purposes, depletion shall be calculated by using simulated
       percentage depletion within the meaning ofTreasury Regulation Section 1.704-1 (b)(2)(iv)(k)(2).

       5.3 Other Elections. Any other elections must be approved by the affirmative vote of two (2) or more
       parties owning a majority interest based on the post payout ownership as shown in Exhibit "A".

6.    CAPITAL CONTRIBtmONS AND FMV CAPITAL ACCOUNTS

      6.1 Capital Contributions. The respective capital contributions of each party to the partnership shall be
      (a) each party's interest in the oil and gas leases committed to this partnership, and all properties
      associated with the leases, and (b) afl amounts paid by each party in connection with acquisition,
      e~ploration, development and operation of the leases, and all other costs characterized as contributions or
      expenses home by such party under this partnership. The contribution of the leases and any other
      properties committed to this partnership shall be made by each party's agreement to hold legal title to its
      interest in such leases or any other properties as nominee for this partnership.

      6.2 FMV Capital Accounts. The FMV capital accounts shall be increased and decreased as follows:

                (a) The FMV capital accounts shall be increased by: (i) the amount of money and the fair market
                value of any property contributed by each party, respectively, to the partnership (net ofliabilities
                assumed by the partnership or to which the contributed property is subject); (ii) that party's Sec.
                7 .1 allocated share of Partnership income and gains, or items thereof; (iii) any basis increases
                required by Code Sections 48(q) and 1016(a)(22); and (iv) that party's share of Code Section
                705(aXl)(B) and (C) items.

               (b) The fMV capital accounts shall be decreased by: (i) the amount of money and the fair market
               value of property distributed to each party (net ofliabilities assumed by such party or to which the


MKB/EXHG.WPE'




                                                                                                                       SEC 189701
                 property is subject); (ii) that Party's Sec. 7.l alfocated share of partnership loss and deductions, or
                 items thereof; (iii) any basis decreases required by Code Sections 48(9) and 1016(a)(22); and (iv)
                 that parties share of Code Section 705(a)(2)(B) items and Code Section 709 nondeductible and
                 nonamortizable items.

                "Fair market value" when it applies to property contributed by a party to the partnership shall be
                assumed to equal the adjusted basis, as defined in Code Section I 011, of that property unless the
                parties agree otherwise in a separate written agreement.

 7.    PARTNERSHIP ALLOCATIONS

       7 .1 FMV Capital Account Allocations. Each item of income, gain, loss or deduction shall be allocated to
       each party as follows:

                (a) Actual or deemed income from the sale, exchange distribution or other disposition of
                production shall be allocated to the party entitled to such production or the proceeds from the sale
                of such production. In the event that deemed income arising from the in-kind distribution of
                production equals that fair market value of the production distributed to a party, the parties
                recognize that the corresponding adjustments would be net zero adjustment and accordingly, may
                be omitted form the FMV capital accounts;

                (b) Exploration cost, !DC, operating and maintenance cost shall be allocated to each party in
                accordance with its respective contribution to such cost;

                (c) Depreciation shall be allocated to each party in accordance with its contribution to the FMV
                capital accowit adjusted basis to the widerlying asset;

                (d) Simulated depletion shall be allocated to each party in accordance with its FMV capital
                account adjusted basis in each oil and gas property;

                (e) Loss (or simulated loss) upon the sale, exchange, distribution, abandonment or the disposition
                of depreciable or depletable property, shall be allocated to the parties in the ratio of their
                respective FMV capital account adjusted basis in the depreciable or depletable property;

               (t) Gain (or simulated gain) upon the sale, exchange, distribution, or other disposition of
               depreciable or depletable property, sha 11 be allocated to the parties so that the FMV capital
               account balances of the parties with respect to such property will most closely reflect their
               respective percentage or fractional interest under the agreement;

               (g) Costs or expenses of any other kind shall be allocated to and accounted for by each party in
               accordance with its respective contribution to such costs or expense.~; and,

               (h) Any other income item shall be allocated to the parties in accordance with the allocation of
               the realization.

      7.2      Tax Returns and Tax Basis Capital Account Allocations

               (a) Unless otherwise expressly provided herein the allocations of partnership items of income,
               gain, loss or deduction for tax return and tax basis capital accounts purposes shall be the same as
               those contained in Section 7. I;

               (b) The parties recognize that under Code Section 6 I 3A(C)(7)(D) the depletion allowance is to be
               computed separately by each party. For this purpose, each party's share of the adjusted tax basis
               of each oil and gas properly shall be equal to its contribution to the adjusted tax basis of such
               property;

               (c) The parties recognize that under Code Section 613A(C)(7)(D) the computation of gain or loss
               on the taxable disposition of an oil or gas property is to be computed separately by each party. For
               this purpose the portion of the total amount realized by the partnership that represents a recovery
               of simulated adjusted basis in an oil and gas property will be allocated to the parties in the same
               ratio that simulated depletion is allocated to them under Sec. 7.l(d). Any additional amount
               realized will be allocated in accordance with the ratio of simulated gain allocation for such
               property under Sec. 7. l(t);

               (d) Depreciation shall be allocated to each party in accordance with its contribution to the
               adjusted tax basis of the depreciable asset;

             (e) Any recapture of depreciation, !DC, and other items of deduction or credit shall, to the extent
             possible, be allocated among the parties in accordance with their sharing of the depreciation, JDC


MKB/EXHG.WPf




                                                                                                                           SEC 189702
                or other item of deduction or credit which is recaptured;

                (f) The qualified investment for investment tax credit (ifreinstated) purposes with respect to any
                property shall be allocated among the parties in accordance with their respective contributions to
                the qualified investment {as defined in the code) in such property;

                (g) For partnership property which has a value in the FMV capital accounts which differs from
                the adjusted tax basis of such property, any tax items relating to such property will be allocated to
                the parties in a manner which takes into account the variation between the adjusted tax basis of
                such property and its FMV capital account value under Code Section 704(c); and,

                (h) The income attributable to take-in-kind production will not be reflected on the tax return.

 8.    DISTIUBUTION UPON TERMINATION

       8.1 Termination. Termination !iliall occur on the earlier of the termination of the partnership under Code
       Section 708(b)(J) or the date upon which the partnership ceases to be a going concern. Upon termination
       the business shall be wound-up and concluded, and the assets shall be distributed to the parties as
       described below by the end of such calendar year (or, if later, within 90 days after the date of such
       termination). All assets shall be distributed to the parties as provided in Sections 8.2 through 8.4.

       8.2 Reversion. First, all money representing unexpended contributions by any party and any property
       where no interest has been earned in that property under the agreement by any other party shall be
       returned to the contributor.

      , 8.3 Balancing. Second, the FMV capital accounts of the parties shall be determined under this Section
        8.3. The Operator shall take the actions specified under this Section 8.3 in order to cause the ratio of the
        parties FMV capital accolll!ts to reflect as closely as possible their percentage interests under the
        agreement. The ratio of a party's FMV capital account is represented by a fraction, the numerator of
        which is the party's FMV capital account balance and the denominator of which is the sum of all parties
        FMV capital account balances. Such actions are hereafter referred to as "balancing the FMV capital
        accounts", and when completed, the FMV capital accounts of the parties shall be referred to as being
        "balanced". The matter in which the FMV capital accounts of the parties are to be balanced under this
       Section 8.3 shall be determined as follows:

               (a) The fair market value of all partnership properties shall be determined and the gain or loss for
               each property which would have resulted if a sale thereof at such fuir market value bad occurred
               shall be allocated in accordance with Section 7.l(e) and (f). If thereafter, any party has a
               negative FMV capital account balance, that is, a balance less than zero, such party shall
               contribute an amount of money to the partnership sufficient to achieve a zero balance FMV
               capital account. Any party may contribute an amolll!t of money to the partnership to fucilitate the
               balancing of the FMV capital accounts. IfFMV capital accounts are not balanced, Section 8.3(b)
               or (c) shall apply;

               (b} If all the parties consent, any money or an undivided interest in certain selected properties
               shall be distributed to one or more parties as necessary for the purpose of balancing the FMV
               capital accounts;

               (c) Unless (b) above applies, an widivided interest in each and every property shall be distributed
               to one or more parties in accordance with the ratios of their FMV capital accounts;

               (d) If a property is to be valued under (a) above or distributed pursuant to (b) or (c) above, the fair
               market value of the property shall be agreed to by the parties. In the event all of the parties do
               not reach agreement as to the fuir market value of property, the Operator shall cause a nationally
               recognized independent engineering firm to prepare an evaluation of fair market value of such
               property.

      8.4 Final Distribution. Third, after the FMV capital accounts of the parties have been adjusted, pursuant
      to Section 8.3 above, all other remaining property and interest then held by the partnership shall be
      distributed to the parties in accordance with their FMV capital account balances.

9.    TRANSFERS. SURVIVORSHIP AND CORRESPONDENCE

      9.1 Transfers. These partnership provisions shall inure to the benefit of and be binding upon the parties
      hereto and their successors and assigns. The parties agree that if any one of them makes a sale or
      assignment of its interest under this agreement, such sale or assignment will be structured, if possible, so
      as not to cause a termination under Code Section 708(b)(l)(B).

      9.2 Survivorship. Any termination of the agreement shall not effect the continuing application of the Tax


MKB/EXHG.WPF




                                                                                                                         SEC 189703
        Partnership Provisions as necessary for the termination and liquidation of the Tax Partnership.

        9.3 Correspondence. All correspondence relating to the preparation and filing of the partnership's
        income tax returns and capital accounts shall be forwarded to:

 RAW Oil & Gas, Inc.
 12312 Slide Road
 Lubbock, Texas 79424




MKB/EXHG.WPF




                                                                                                             SEC 189704
            MEMORANDUM OF OPERATING AGREEMENT AND FINANCING STATEMENT


 LO This Memorandum of Operating Agreement and Financing Statement (hereinafter called "Memorandum")
 shall be effective when the Operating Agreement referred to in Paragraph 2.0 below becomes effective, that being
 November 1, 2009.

2.0 The parties hereto have entered into an Operating Agreement, providing for the development and production
of crude oil, natural gas and associated substances from the lands described on Exhibit "A" attached hereto
(hereinafter called the "Contract Area"}, and designating RAW OIL & GAS, INC. as Operator to conduct such
operations.

3.0 The Operating Agreement provides for certain liens and/or security interests to secure payment by the parties
of their respective share of costs under the Operating Agreement. The Operating Agreement contains an
Accounting Procedure along with other provisions which supplement the lien and/or security interest provisions,
including non-consent clauses which provide that parties who elect not to participate in certain operations shall be
deemed to have relinquished their interest until the consenting parties are able to recover their costs of such
operations plus a specified amount. Should any person or firm desire additional information regarding the
Operating Agreement or wish to inspect a copy of the Operating Agreement, said person or firm should contact the
Operator.

4.0 The purpose of this Memorandum is to more fully describe and implement the liens and/or security interests
provided for in the Operating Agreement, and to place third parties on notice thereof.

5.0    In consideration of the mutual rights and obligations of the parties hereunder, the parties hereto agree as
follows:

           5.1 The Operator shall conduct and direct and have full control of all Operations on the Contract Area
           as permitted and required by, and within the limits of the Operating Agreement.

           5.2 The liability of the parties shall be several, not joint or collective. Each party shall be responsible
           only for its obligations and shall be liable only for its proportionate share of costs.

          5.3 Each Non-Operator grants to Operator a lien upon its oil and gas rights in the Contract Area, and a
          security interest in its share of oil and or gas when extracted and its interest in all equipment, to secure
          payment of its share of expense, together with interest thereon at the rate provided in the Accounting
          Procedure referred to in Paragraph 3.0 above. To the extent that Operator has a security interest under
          the Uniform Commercial Code of he state, Operator shall be entitled to exercise the rights and remedies
          of a secured party under the Code. The bringing of a suit and the obtaining ofjudgment by Operator for
          the secured indebtedness shall not be deemed an election of remedies or otherwise affect the rights or
          security interest for the payment thereof.

          5.4 The Operator grants to Non-Operators a lien and security interest equivalent to that granted to
          Operator as described in Paragraph 5.3 above, to secure payment by Operator of its own share of costs
          when due.

6.0 For purposes of protecting said liens and security interest, the parties hereto agree that this Memorandum shall
cover all right, title and interest of the debtor(s) in:

        6.1 Property Subject to Security Interests

                 (A) All personal property located upon or used in connection with the Contract Area.

                 (B) All fixtures on the Contract Area.

                 (C) All oil, gas and associated substances of value in, on or under the Contract Area which may be
                 extracted therefrom.

                 (DJ All accounts resulting from the sale of the items described in subparagraph (C) at the wellhead
                 of every well located on the Contract Area or on lands pooled therewith.

                 (E) All items used, useful, or purchased for the production, treatment, storage, transportation,
                 manufacture, or sale of the items described in subparagraph (C).

                (F) All accounts, contract rights, rights under any gas balancing agreement, general intangibles,
                equipment, inventory, farmout rights, option furmout rights, acreage and or cash contributions, and
                conversion rights, whether now owned or existing or hereafter acquired or arising, including but
                not limited to all interest in any partnership, limited partnership, association, joint venture, or
                other entity or enterprise that holds, owns, or controls any interest in the Contract Area or in any
                property encumbered by this Memorandum.

                (G) All severed and extracted oil, gas, and associated substances now or hereafter produced from
                or attributable to the Contract Area, including without limitation oil, gas and associated substances
                in tanks or pipelines or otherwise held for treatment, transportation, manufacture, processing or
                sale.




                                                                                                                         SEC 189705
                   (H) All the proceeds and products of the items described in the foregoing paragraphs now existing
                   or hereafter arising, and all substitutions therefur, replacements thereof, or accessions thereto.

                   (I) All personal property and fixtures now and hereafter acquired in furtherance of the purposes of
                   this Operating Agreement. Certain of the above-described items are or are to become fixtures on
                   the Contract Area.

                   (J) The proceeds and products of collateral are also covered.

          6.2 Property Subject to Liens

                   (A) All real property within the Contract Area, including all oil, gas and associated substances of
                   value in, on or under the Contract Area which may be extracted therefrom.

                   (B) All fixtures within the Contract Area.

                  (C) All real property and fixtures now and hereafter acquired in furtherance of the purposes of this
                  Operating Agreement.

 7 .0 The above items will be financed at the wellhead of the well or wells located on the Contract Area, and this
 Memorandum is to be filed for record in the real estate records of the county or counties in which the Contract Area
 is located, and in the Uniform Commercial Code records. All parties who have executed the Operating Agreement
 and all farmors and option fanuors who have granted support within the Contract Area are identified on Exhibit A.

8.0 On default of any covenant or condition of the Operating Agreement, in addition to any other remedy afforded
by law or the practice of this state, each party to the agreement and any successor to such party by assignment,
operation of law, or otherwise, shall have, and is hereby given and vested with the power and authority to take
possession of and sell any interest which the defaulting party has in the subject lands and to foreclose this lien in the
manner provided by law.

9.0 Upon expiration of the subject Operating Agreement and the satisfuction of all debts, the Operator shall file of
record a release and termination on behalf of all parties concerned. Upon the filing of such release and termination,
all benefits and obligations under this Memorandum shall terminate as to all parties who have executed or ratified
this Memorandum. In addition, the Operator shall have the right to file a continuation statement on behalf of all
parties who have executed or ratified this Memorandum.

10.0 It is understood and agreed by the parties hereto that if any part, term, or provision of this Memorandum is by
the courts held to be illegal or in conflict with any Jaw of the state where made, the validity of the remaining portions
or provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if
the Memorandum did not contain the particular part, term or provision held to be invalid.

 11.0 This Memorandum shall be binding upon and shall inure to the benefit of the parties hereto and to their
respective heirs, devisees, legal representatives, successors and assigns. The fuilure of one or more persons owning
an interest in the Contract Area to execute this Memorandum shall not in any manner affect the validity of the
Memorandum as to those persons who have executed this Memorandum.

12.0 A party having an interest in the Contract Area can ratify this Memorandum by execution and delivery of an
instrument of ratification, adopting and entering into this Memorandum, and such ratification shall have the same
effect as if the ratifying party had executed this Memorandum or a counterpart thereof. By execution or ratification
of this Memorandum, such party hereby consents to its ratification and adoption by any party who may have or may
acquire any interest in the Contract Area.

13.0 This Memorandum may be executed or ratified in one or more counterparts and all of the executed or ratified
counterparts shall together constitute one instrument. For purposes ofrecording, only one copy of this Memorandum
with individual signature pages attached thereto needs to be filed of record.




Names and addresses:

RAW OIL & GAS, INC.                                             RAW ENERGY, L.C.
12312 Slide Road                                                12312 Slide Road
Lubbock. Texas79424                                             Lubbock, Texas 79424

By:                                                             By:
Name: Joe D. Hardin                                             Name: Joe D. Hardin
Title: President                                                Title: Manager




                                                                                                                            SEC 189706
 SMITH ENERGY COMPANY
 P.O. Box 52890
 Houston, Texas 770
 Attn.: JudyMills
 By:
 Name:
 Title: President




 MARK P. HARDWICK                                    STEVE BLAYLOCK
 P.O. Box 213                                        214 W. Texas, Suite 306
 Midland, Texas 79702                                Midland, Texas 79701



 ELGER EXPLORATION INC.
 P.O. Box 2623
 Midland, Texas 79702

 By:
 Name: Jerry Elger
 Title:




 STATE OF TEXAS                §

COUNTY OF LUBBOCK              §

        This instrument was acknowledged by me on this _ _ _ day of _ _ _ _ _ _ _ _ _, 2008 by
Joe D. Hardin as President of RAW OIL & GAS, INC.



                                                     Notary Public in and for the State of Texas




STATE OF TEXAS                §

COUNTY OF LUBBOCK             §

        This instrument was acknowledged by me on this _ _ _ day of _ _ _ _ _ _ _ _ _, 2008 by
Joe D. Hardin as Manager ofRAW ENERGY, LC.



                                                    Notary Public in and fur the State of Texas




STATE OF TEXAS                §

COUNTY OF _ _ _ _ __

        This instrument was acknowledged by me on this _ _ _ day of _ _ _ _ _ _ _ _, 2008 by Lester
Smith, as President of SMITH ENERGY COMPANY.


                                                    Notary Public in and for the State of Texas




                                                                                                      SEC 189707
 STATE OF TEXAS

COUNTY OF MIDLAND

            This instrument was acknowledged by me on this _ _ _ day of - - - - - - - - ' ' 2008 by
MARK P. HARDWICK.

                                                         Notary Public in and for the State of Texas




STATE OF TEXAS

COUNTY OF MIDLAND

      This instrument was acknowledged by me on this _ _ _ day o f - - - - - - - - ' 2008 by
STEVE BLAYLOCK.

                                                        Notary Public in and fur the State of Texas




STATE OF TEXAS

COUNTY OF MIDLAND                 §

            This instrument was acknowledged by me 011 this _ _ _ day of _ _ _ _ _ _ _ _, 2008 by Jerry
Elger, as                                         ofELGER EXPLORATION.


                                                        Notary Public in and for the State of Texas




                                                                                                          SEC 189708
                                    EXHIBIT"A"

                             Attached to and made a part of
             Memorandum of Operating Agreement and Financing Statement
                     between RAW Oil & Gas, Inc., as Operator and
          Smith Energy Company, eta!, as Non-Operators dated November I, 2009



       CONTRACT AREA

Section 55, Abstract 394, Georgetown Ry. Co. Survey, Lynn County, Texas
(640.00 ac.)

South Half of Section 57, Abstract_, Georgetown Ry. Co. Survey, Lynn County,
Texas (320.00 ac.)

West 200 Acres of Section 20, Abstract 948, D&SE Ry. Co. Survey, Lynn County,
Texas (200 ac.)

North 200 Acres of Section 7, Abstract 998, Block C-40, PSL Survey Lynn County,
Texas (200 ac.)




                                                                                  SEC 189709
   TAB G
On Point GEA
 (DX 1351)




     7 
                          GEOPHYSICAL EXPLORATION AGREEMENT
                                ON POINT PROGRAM AREA
                            LYNN AND TERRY COUNTIES, TEXAS

        This Geophysical Exploration Agreement (the "Agreement") dated and effective as of January 2,
2010 (the "Effective Date"), is entered into by and between RAW Oil & Gas, Inc. ("RAW"), JDH RAW
Energy, L.C., formerly known as RAW Energy, L.C. ("RAW LC"), Mark P. Hardwick ("Hardwick"),
Steve Blaylock ("Blaylock"), Elger Exploration, Inc. ("Elger"), and Smith Energy Company ("Smith").
Hardwick, Blaylock, and Elger are at times referred to collectively as the "RAW Participants" and,
together with Smith, the "Participants." The Participants, RAW and RAW LC, are at times referred to
individually as a "Party" and collectively as the "Parties."

        WHEREAS, RAW proposes to conduct a 3-D seismic survey covering approximately 45 square
miles in Lynn and Terry Counties, Texas, as depicted on Exhibit A attached hereto (such lands, as the
area may be amended from time to time as provided herein, are referred to herein as the "Program
Area"); and

       WHEREAS, RAW intends to utilize such 3-D seismic data and existing geologic data to generate
Prospects within the Program Area; and

         WHEREAS, Participants desire to participate with RAW in the 3-D seismic survey and to
participate in Prospects generated within the Program Area; and

        WHEREAS, this Agreement is to establish the Parties' respective rights and obligations with
regard to participation in- the shooting, processing and interpretation of the 3-D seismic survey, the
generation of Prospects, the acquisition of Leases within the Program Area, and the exploration,
development, and production of oil and gas from Prospects generated using the 3-D seismic data.

        NOW, THEREFORE, in consideration of the mutual covenants herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto
agree as follows:

                                             ARTICLE I

                                        Geophysical Program

1.1 Scope and Supervision of Geophysical Program. The Parties have agreed that a three-dimensional
geophysical program (the "On Point Program" or the "Geophysical Program") will be conducted
across the Program Area. The scope and design of the Geophysical Program will be determined by
RAW, subject to Smith's final written approval. RAW will conduct or supervise third Parties in
conducting the Geophysical Program, including permitting, data acquisition, processing and
interpretation of the Data Program (as defined below).

1.2 Ownership and Confidentiality of Data.

(a) All data resulting from the Geophysical Program ("Program Data") shall be owned by the Parties
who pay for the costs of the Geophysical Program (the "Program Data Owners"), who will be
represented in this Agreement by Smith Energy Company as their agent and nominee. Notwithstanding
the provisions of Article V, Smith shall have the right to allow third parties to participate in Smith's



                                         DEFENDANT’S
CJM l 92236v.6
                                         TRIAL EXHIBIT
                                                1351
                                      __________________                                       SEC 190185
rights and obligations under this Agreement so long as such parties ratify this Agreement and a copy of
the ratification is furnished to RAW. All such ratifying Parties shall be referred to as the "Smith WI
Participants." Upon ratification of this Agreement, the Smith WI Participants shall be entitled to and
shall bear their proportionate share of Smith's rights and obligations under this Agreement, including
rights as Program Data Owners proportionate to their cost bearing interest in the 3D Survey Costs.

Upon request, all Parties shall be entitled to receive a copy of the Program Data, including all tapes and
reproducibles. Each Party shall have the right to use the Program Data in connection with exploration and
development of the Program Area for the benefit of the Parties during the Term, as defined in Section 2.5
below, but no Party other than Smith shall have the right to sell, trade, license or exchange ("Transfer")
the Program Data without the prior written consent of Smith. Upon an approved Transfer of any of the
Program Data, all proceeds of such sale shall be payable to and delivered to the Program Data Owners.
Upon expiration of the Term, all copies of the Program Data and (if requested in writing by Smith) all
interpretations derived from the Program Data will be returned to Smith on behalf of the Program Data
Owners.

 (b) During the Term of this Agreement or so long as any Lease or Joint Operating Agreement within the
 Program Area is in force and effect, each of the Parties shall maintain the confidentiality of the Program
 Data; provided, however, that with prior written notice to Smith and RAW identifying the proposed
 recipient of the Data, each Party may furnish a copy of the relevant portion of the Program Data to (i) the
 Parties' lessors, to the extent required under applicable Leases and/or Permits covering lands in the
Program Area, (ii) such Party's bona fide consultants, and (iii) to prospective third Party purchasers of an
interest in a Prospect. Any consultant or prospective purchaser to whom access to any portion of the
Program Data is provided shall enter into a confidentiality and non-competition agreement, which shall
inure to the benefit of all of the Parties, pursuant to which such third Party shall agree to maintain the
confidentiality of the Program Data and to use the Program Data solely for the purpose of rendering
consulting services or evaluating the Prospect, as the case may be. The consultant shall immediately
return the Program Data upon the completion of the work for which the consultant was engaged. The
consultant shall not be not permitted to retain any copies of the Program Data or any analysis of
interpretations of the Program Data after completion of the work for which consultant was engaged. In
connection with the disclosure of any portion of the Program Data to a potential third-Party purchaser or
participant as permitted under this section, the Program Data shall at all times remain in the control of the
Party disclosing the Program Data and no third party shall be allowed to copy, or to receive copies, of the
Program Data including tapes and/or reproducibles. Such confidentiality and non-compete agreement
shall also include an agreement and obligation that such consultant or prospective purchaser must offer to
the Parties at actual cost any interest that may be acquired by such third party in lands covered by the
disclosed data within a specified period, such period to be no less than 36 months after disclosure of the
data.

1.3 Costs of Geophysical Program. Smith, along with the Smith WI Participants, will pay one hundred
percent ( 100%) of all Seismic Survey Costs associated with the conduct of the Geophysical Program
(including any additional seismic conducted within the AMI and any purchased seismic data that has
been authorized in writing by Smith) including, but not limited to, the costs associated with three
dimensional ("3~D") seismic acquisition, seismic permitting and damages, processing, interpretation,
reproduction and any other costs associated with the Geophysical Program.

RAW has estimated the 3-D Seismic Survey Costs for the acquisition of new 3D seismic data to be
$32,000/square mile, which amount includes, but is not limited to (i) costs and expenses of acquiring all
necessary geophysical permits from third parties, including landman and brokers' fees; (ii) costs of
shooting the seismic survey, including surface damages payable to third Parties; and (iii) costs and


                                                     2
CJM 192236v.6



                                                                                                   SEC 190186
expenses associated with processing Program Data derived from the geophysical operations on the
Program Area and/or merging such Program Data with other 3-D Data and other geologic data
(collectively, "3D Survey Costs"). Smith, on its own behalf and along with the Smith WI Participants as
to their share, agrees to reimburse RAW for 100% of the actual Seismic Survey Costs. An invoice for
the Seismic Survey Costs will be prepared and submitted by RAW to Smith with a copy to each Program
Data Owner monthly according to COPAS standards as such costs are incurred. Smith, along with the
Smith WI Participants, shall pay directly to RAW the amount billed within thirty (30) days after receipt.

Subject to the prior approval of Smith, RAW shall have the right to purchase existing 3D seismic data
and the acquisition cost shall be included in the 3D Survey Costs to be paid by Smith and the Smith WI
Participants.

1.4 Acquisition of Seismic Permits; Amendment of Program Area.. RAW shall be responsible for
acquiring sufficient seismic permits or other rights to conduct the Geophysical Program, and shall notify
Participants when it has completed the acquisition of such permits and other rights. If RAW is unable to
obtain seismic permits or other rights sufficient to grant it the right to conduct the Geophysical Program
over sufficient acreage within the Program Area to properly image substantially all of the Program Area,
RAW may, upon written notice to Smith, amend the Program Area to remove acreage as to which such
seismic permits or other rights have not been obtained. Such notice shall include a description of the
acreage to be removed, a reasonably detailed description of the efforts made to acquire the permits,
RA W's reasons for removing the acreage, and a description of the anticipated impact of such removal on
the survey and the generation of Prospects. With the prior written approval of Smith, RAW may
substitute contiguous or nearby acreage for the acreage so removed. If RAW desires to substitute
acreage, it shall notify Smith and all other Participants of the proposed substitution, including a
description of the acreage to be removed, a description of the substitute acreage, and the reasons for such
substitution. Smith shall have 10 days after receipt of such notice to approve or disapprove the
substitution. Failure to respond within such 10 day period shall be deemed to be approval of the
substitution.

1.5 Contributions of the Parties. All Parties will participate with RAW in accomplishing the
Geophysical Program as may be requested from RAW from time to time. The primary responsibilities of
RAW are as follows:

(a) RAW shall be Operator of the project to be conducted pursuant to this Agreement. RAW shall
coordinate all land and geological functions, conduct the Geophysical Program and operate all wells
drilling or drilled on each Prospect Area.

(b) RAW will provide or supervise the land work on the Program Area, including negotiating and
obtaining seismic options, lease options and leases, and settling surface damages for conducting the
Geophysical Program and for subsequent exploration and production operations.

(c) RAW will promptly analyze and interpret the Program Data obtained from the Geophysical Program.

(d) RAW will provide the geological subsurface expertise to integrate the Program Data with all
available geologic and well data to evaluate the Program Area including analyzing well logs in the area,
and providing geological mapping and interpretation.

(e) RAW will provide to Participants copies of all maps and interpretations relating to the Geophysical
Program and the Program Area currently available and as developed pursuant to this Agreement.




                                                    3
CJM 192236v.6



                                                                                                 SEC 190187
 RAW will not charge a consulting fee but will charge an overhead fee of $7,500 per month while
 third-party crews are working in the field during the Geophysical Program conducted under this
 Agreement. RAW also will be entitled to the Operator's overhead under each Operating
 Agreement.

 1.6 Reports; Meetings. RAW shall distribute a written report on the status of all activities within the
 Program Area to the Parties on at least a monthly basis. During the first year of the Term, the Parties
 shall meet quarterly (unless waived by Smith) at a mutually agreeable time, either in Smith's offices or
 by teleconference to review the Program's activities ("Quarterly Meeting"). At least five (5) days prior
 to each Quarterly Meeting, RAW shall furnish to Participant (i) a written agenda listing any Prospects to
 be presented at the meeting and listing other items of business to be discussed at the Quarterly Meeting,
 and (ii) a brief written report summarizing the status of the program's activities, including the status of
 seismic acquisition and processing, prospect generation, lease acquisition, drilling operations, and other
 matters to be discussed at the Quarterly Meeting.

 1.7 Completion of the Geophysical Program. The Geophysical Program will be completed for
 purposes of this Agreement when final processed, migrated seismic sections have been delivered to
 Participants by the third-party seismic contractors preparing such data. RAW will use all commercially
 reasonable efforts to commence the field work relating to the Geophysical Program no later than
 February 15, 2010, to have the data acquisition portion of the Geophysical Program completed within 45
 days thereafter and to have all Program Data analyzed with the initial Prospect proposed to the Parties no
 later than April 30, 2010.


                                               ARTICLE II

                           Participation Terms and Area of Mutual Interest

 2.1 Interests of the Participants.

 (a) Smith and the Smith WI Participants shall be entitled to receive a collective 76.6667% of 8/8ths of
 all rights and interests acquired within the Program Area, burdened only by the royalty payable to the
 Lessor of each Lease, without any other reduction or burden. Immediately on payment of all 3D Seismic
 Costs, geological and land costs for which Smith is obligated to RAW in this Agreement, Smith and the
 Smith WI Participants shall be entitled to an assignment of their working interest, and related net revenue
 interest, in each of the Leases acquired.

 (b) RAW LC hereby agrees to assign to each of the three other RAW Participants 5.833325% of 8/8ths
 of RAW LC' s rights and interests existing under the Leases and RAW LC will retain an undivided
 5.833325% of 8/81h interest. When assignments of record title to the Leases are made by RAW, each of
 the RAW Participants shall receive an assignment of its proportionate undivided working interest and
 attributable net revenue interest in and to each Lease in which the Participants are entitled to receive an
 interest pursuant to this Participation Agreement and the Operating Agreement.

 (c) Except as stated in Section 2.l(a) above, the interests assigned to each Participant pursuant to this
 Agreement are hereby expressly assigned subject to their proportionate part of all of the terms,
·covenants, reversionary interests and other production burdens referenced in the following:

                 (i) each Lease; and



                                                     4
CJM 192236v.6



                                                                                                  SEC 190188
                 (ii) the Operating Agreement referenced in Article V below.

2.2 Participation of the Parties in the Prospect Area and Subsequent Wells.

(a) Upon execution of this Agreement, Smith, on its own behalf and along with the Smith WI
Participants, will pay a one-time $150,000 geological/geophysical prospect generation fee to RAW,
Hardwick, Blaylock and Elger, in equal 25% shares.

(b) It is understood and agreed that RAW, as Operator, will use its commercially reasonable efforts to
commence operations for the drilling of the initial well on the first Prospect promptly after the relevant
Leases have been acquired, but, in any event, no later than June 1, 2010 unless otherwise agreed by
Smith. Enclosed herewith is RA W's Authorization For Expenditure ("AFE") which shows the current
total estimated costs to drill, complete and equip a well to be drilled to a depth sufficient to test the
Fusselman Formation, approximately 11,100 feet. RAW will submit an updated AFE for the initial well
and each subsequent well in accordance with Section 3 .1. In no event, without the written approval of
Smith, shall a lapse of the AFB serve to extend the time within which Operator is required to commence
operations for the drilling of a well.

(c) RAW and the RAW Participants shall be collectively entitled to an undivided 23.3333% working
interest carried to the casing point on the initial well drilled pursuant to this Agreement within the
Program Area and the next two wells drilled within the Program Area for a total of three wells carried to
the casing point. All subsequent wells drilled by the Parties anywhere in the Program Area will be on a
heads-up basis with each participating Party paying its working interest share of the costs of subsequent
wells or being subject to the relinquishment provisions of this Agreement or the non-consent provisions
in accordance with the applicable Operating Agreement.

(d) As to all wells drilled within the Program Area, the applicable Operating Agreement will provide
that each well will be subject to a casing point election at which, if any Party elects not to participate in a
completion, such Party will relinquish and assign to the participating Parties all of its or their leasehold
interests in and to the area specified in the Operating Agreement, as defined for each well prior to
commencement of drilling on that Prospect.

In the event that any Party elects not to participate in a completion attempt, the non-consenting Party will
be subject to the provisions in the governing Operating Agreement.

(e) No Party shall have the right to reinstatement of an interest in a well or acreage relinquished in
accordance with this Section 2.2 or in accordance with the applicable Operating Agreement, whether by
payment of a cash penalty, production penalty, or otherwise.

(f) In the event of a "Default" by any Party, as defined and described in Article VII of the Operating
Agreement, the other Parties shall have the right to exercise any and all remedies available to the non-
defaulting Parties specified in Article VII of the Operating Agreement, which provisions are incorporated
herein by reference.

2.3 Payment for and Ownership of Oil and Gas Interests. Until the first three (3) wells have been
drilled to test the Fusselman Formation pursuant to this Agreement, Smith, along with the Smith WI
Participants, shall pay all of the costs of acquiring Oil and Gas Interests (including any lease options or
the exercise of any lease option) in the Program Area on the Prospect or Prospects approved by Smith.
While Smith is paying 100% of the lease or option costs, no lease or option shall be purchased by any
Party without the prior approval of Smith. After the first three (3) wells have been drilled, the costs of



                                                      5
CJM 192236v.6



                                                                                                    SEC 190189
acquiring any additional Oil and Gas Interests (including bonuses, delay rentals, !ease e-}}i~nS°LQ!li)>r shut
in payments relating.to leases) in the Program Area thereafter shall be borne by the Parties who own an
interest in the applicable Prospect Area in the proportions set forth on Exhibit B, Column D, attached
hereto. If a Party does not pay its share of Lease obligations and costs when due, that Party will
relinquish all of its interest in that Lease or Oil and Gas Interest.

All Oil and Gas Interests shall be owned by the Parties in the percentage interests set forth on Exhibit B,
except as such undivided interests may be modified by the operation of Sections 2.4, 2.5, and 3.4 hereof
or by non-payment of Lease cost obligations.

2.4 Delay Rentals and Shut-In Royalties. At any time any delay rentals, shut-in royalties, Lease
extension payments or other sums ("Rentals") necessary to perpetuate any Oil and Gas Interests becomes
due and owing, RAW shall pay such Rentals and invoice all other Parties for their proportionate share
thereof. Each Party agrees to pay its proportionate share (as determined by Exhibit B, Column D, or the
Party's participation percentage in that Prospect, if different) of such Rentals within fifteen (15) days of
receipt of an invoice therefore. RAW shall have no liability to the other Parties hereto for failure to pay
such Rentals when due provided RAW has acted in good faith.

2.5 Area of Mutual Interest and Term. The Parties have agreed to and do hereby establish an Area of
Mutual Interest ("AMI") which shall encompass all of the Program Area as depicted on the plat attached
hereto as Exhibit A. The AMI shall remain in force for a period of ten (10) years from the date hereof,
unless sooner tenninated by the Parties (the "Term"). Upon expiration of the IO-year Tenn, this
Agreement shall tenninate; provided that the obligation to return the Data and other information (if
requested) under Section l.2(a) shall survive termination of this Agreement. Should any Party own on
the date hereof, or acquire at any time during the Term, an interest in (i) a lease covering lands, any part
of which are located within the AMI or (ii) an option or a fann-in covering lands any part of which are
within the AMI (an interest so owned or acquired insofar and only insofar as it covers lands within the
AMI being herein called an "Acquired Interest"), such Party (the "Acquiring Party") shall promptly
notify the other Parties, in writing, of such acquisition, the consideration paid or to be paid for the
Acquired Interest, any other obligations (including, without limitation, drilling obligations) undertaken or
to be undertaken as a part of such acquisition and any other terms of such acquisition. Each of the
Parties shall, within thirty (30) days after the receipt of such notice, notify the Acquiring Party in writing,
whether or not it wishes to participate in such acquisition; provided that failure of a Party to respond
within the time and in the manner set forth above shall be deemed an election not to participate in such
acquisition.

2.6 Effect of Election to Participate. Should a Party elect to participate in an acquisition of an
Acquired Interest, such Party shall be assigned its proportionate part (being the percentage specified for
such Party in the table set forth in Exhibit B) of the Acquired Interest by the Acquiring Party, and shall
upon receipt of such assignment, pay, or to the extent not yet due, agree to pay when due) its part of the
direct costs incurred by the Acquiring Party in making such acquisition and agrees to assume its
proportionate part of any other obligations which are undertaken as part of such acquisition. If the costs
or o_bligations relate to the lands outside the AMI as well as to lands inside the AMI, such costs and/or
obligations shall be allocated between such areas on an acreage basis. Lease acquisition costs shall be
paid in accordance with Section 2.3 above. If less than all of the Parties elect to participate in such
acquisition, the proportionate parts for the Parties electing to participate shall, unless the Parties agreeing
to participate agree otherwise, be the percentage determined by dividing, for each participating Party, the
proportionate part otherwise applicable (if all Parties had participated) to such participating Party by the
total proportionate parts for all participating Parties, provided, however, that in no event shall a Party
electing to participate be required to participate for a percentage greater than that set forth for such Party


                                                      6
CJM 192236v.6



                                                                                                     SEC 190190
 on Exhibit B hereto.

2.7 Exercise of Options. Should any Party propose to exercise an option to lease with respect to some
or all of the lands covered thereby, it shall notify the other Parties in the same manner provided for in
Section 2.5 above with respect to acquisitions of Acquired Interests and each such other Party shall elect
to participate or to not participate in the exercise of such Option in the same manner as provided in
Section 2.5. The effective elections to participate in such an exercise of an Option and the payment of
costs and the ownership of interests in the lease acquired pursuant to such exercise, shall be handled in
the same manner provided in Sections 2.3 and 2.4.


                                             ARTICLE ID

                                Prospect Designation and Participation

3.1 Prospect Designation. Upon completion of the interpretation of the Program Data, RAW will
 delineate proposed Prospects for exploration and development within the Program Area and distribute to
each Party a list and description of each proposed Prospect. The Parties will then meet and RAW will
make a presentation on each Prospect, including (i) the proposed location for the initial well on the
Prospect (and the date by which drilling of such initial well is anticipated to be commenced and an AFE
covering the estimated costs of drilling and completing such initial well), and (ii) the acreage which
RAW would include in the Prospect Area. The acreage proposed to be included in a Prospect shall not
include any acreage included in any other Prospect Area. The Parties will attempt to agree on the
Prospect and the Prospect Area to be included in each Prospect in accordance with Sections 3.2 and 3.3.
Notwithstanding the above, in the event the Parties do not reach agreement as to the Prospect Area for
any Prospect within 60 days after the initial Prospect proposal, Smith shall have the right to make the
final decision as to the delineation of the Prospect and the Prospect Area. The Parties shall document
their participation percentages in writing in Exhibit A to the Operating Agreement for that Prospect Area
and from that point forward each Prospect Area shall be governed by a separate Operating Agreement in
the form of Exhibit C in accordance with Article IV. The Parties acknowledge that they may acquire
Leases or participation rights by farm-in or otherwise as to lands that are subject to an existing third-
party operating agreement. In that event, the Parties will take the act'ions necessary to harmonize the
operating agreements to the extent reasonably practical, but the Operating Agreement contemplated by
this Agreement will govern as between the Parties in the event of conflict.

"Prospect" shall mean the area included in a geologic structural or stratigraphic trap or enclosure which
based on available data is reasonably believed to have the potential for accumulations of hydrocarbons in
commercial quantities. "Prospect Area" means all lands within a contiguous geographical area (not
including lands within the Prospect Area for another Prospect previously designated pursuant to the
terms of this Agreement) which are believed by the proposing Party to contain all of the Prospect; it
being understood that a Prospect Area shall include all depths within the contiguous geographical area so
identified.

3.2 Proposals by Parties for Prospects. After the meeting described in Section 3 .1 above (or, if such
meeting does not occur within thirty (30) days of the completion of the interpretation of the Program
Data, then at any time more than 45 days after the completion of the interpretation of the Program Data
by RAW) any Party may propose that a portion of the Program Area be designated as a Prospect by
giving written notice to the other Parties containing the same information described in Section 3 .1. The
Prospect and Prospect Area will be determined in the same manner specified in Section 3 .1.



                                                   7
CJM l 92236v.6



                                                                                                SEC 190191
3.3 Response to a Prospect Proposal. Each Party desiring to participate in a Prospect proposed under
Section 3.1 or Section 3.2 shall notify RAW, in writing, within thirty (30) days after receipt of such
proposal of its election regarding participation in the proposed Prospect and stating whether or not such
Party agrees with the acreage being proposed for inclusion in the Prospect by the proposing Parties. An
election to participate in a Prospect which contains no statement as to whether the Party agrees with the
acreage proposed for inclusion in the Prospect Area shall be deemed agreement to the acreage proposed
for inclusion in the Prospect Area. A Party who elects not to participate in the Prospect and who
disagrees with the acreage proposed to be included in the Prospect Area shall give notice of such
disagreement to all Parties within the time and in the manner provided above for elections to participate.
A Party failing to respond, within the time and in the manner provided above, to a proposal for a
Prospect, or a Party responding and electing to not participate in a Prospect but making no statement as to
whether it agrees with the acreage proposed to be included in the Prospect will be deemed to have elected
not to participate in the Prospect and to have agreed to the acreage proposed to be included in the
Prospect Area. If no other Party elects to join the proposing Party in creating a Prospect, then the
proposing Party may develop the Prospect Area for such Prospect for its own account at its own expense
and the terms of this Agreement (other than the terms relating to restrictions and ownership of the
Program Data which shall apply) shall not apply to the Prospect Area for that Prospect.

3.4 Relinquishment of Interests by Non-Participating Parties. If a Party agrees, or elects (or is
deemed to have elected) not to participate in a particular Prospect Area, then such Party shall relinquish
all right, title and interest in such Prospect Area without any right of reimbursement for costs incurred up
to the relinquishment date (including, without limitation, rights under leases, options or farm-ins insofar
as they cover the Prospect Area, overriding royalty interests, carried interests and backin interests) to the
Parties electing to participate in such Prospect Area in proportion to the percentages in which such
participating Parties participate in such Prospect Area. If the initial well is not commenced on such
prospect within 180 days after the date the Prospect Area is finalized, a new Prospect proposal shall be
required and the non-participating Parties shall once again have the right to participate in that Prospect in
accordance with the procedures in this Agreement.

                                               ARTICLE IV

                                                Operations

4.1 Drilling Operations. All operations on each Prospect Area, commencing with the establishment of
such Prospect Area, shall be governed by a separate operating agreement ("Operating Agreement") in
the form attached hereto as Exhibit C (with appropriate insertions and exhibits reflecting the agreements
hereunder on the Prospect Area, participation percentages and initial well), and this Agreement shall no
longer have any application to such Prospect Area, except with respect to the ownership of Program Data
as provided for in Section 1.2 above and except for matters provided for in this Article IV.

4.2 Operator. It is agreed and understood that RAW shall be designated as Operator in the Operating
Agreement executed for each Prospect Area in which it participates. As to any Prospect Area in which
RAW has elected not to participate, Smith shall designate an operator of said Prospect Area.

4.3 AMI for Prospect Area. Commencing with the establishment of a Prospect Area, such Prospect
Area shall from that time forward no longer be subject to the AMI provided for in Article II and shall
thereafter be considered covered instead by a new Prospect Area specific AMI. The new AMI shall (i)
be binding on all Parties (whether or not they participated, or had rights to participate in such Prospect
Area), (ii) consist of such Prospect Area, (iii) remain in effect until the later to occur of the Term of this



                                                      8
CJM 192236v.6



                                                                                                    SEC 190192
Agreement or the date the Operating Agreement for such Prospect Area terminates, and (iv) be governed
by the same terms set forth in Sections 2.3 and 2.4 except that the term proportion or proportionate part
(as such term is used in Section 2.3 or 2.4) shall mean the percentages in which the Parties participate in
such Prospect Area. Any portion of the Program Area not included in a designated Prospect Area shall
continue to be subject to the AMI provided for in Article II.

4.4 Limitation on Number of AFE's. The Parties agree that during the first 12 months of the Tenn no
more than three (3) active well proposals and AFE's shall be outstanding at any one time under this
Agreement and the On Point Agreement, on a combined basis.

4.5 Exercise of Options in Prospect Area. With respect to each Prospect Area, an option to acquire oil
and gas interests to the extent it covers such Prospect Area, may be exercised by any Party owning an
interest therein insofar as such option covers land within a Prospect Area. The leases acquired by such
exercise shall be owned and, subject to Section 2.2 above, paid for by the Parties participating in such
Prospect Area in the proportions in which they participated in that Prospect Area. It is recognized that
some options may limit the number of times they may be exercised, and, in such event, several Prospect
Areas may have to be combined in a single exercise of such an Option (and such exercise may have to be
deferred until such a consolidated exercise is practical).

                                               ARTICLEV

                          Restrictions on Transfers and Right of First Refusal

5.1 General Restriction on Transfer. Except as otherwise provided in Section 1.2 with respect to
Smith, no Party, either directly or through an Affiliate, may transfer or acquire any lease, royalty,
overriding royalty or other interest of any type in the mineral estate or any petroleum exploration or seismic
license (individually and collectively an "Interest"), or participate in the acquisition of any Interest from
a third party holding any Interest, which Interest is located partially or entirely within the Program Area,
other than in accordance with the provisions of this Agreement and the applicable Operating Agreement,
if any.

5.2 Preferential Right to Purchase. As long as Smith Energy owns an Interest in the Program Area or
in a Contract Area under an Operating Agreement, the Parties hereby grant to each other a preferential
right to purchase all or any part of a Party's Interest in this Agreement or in the lands subject to the
applicable Operating Agreement which is to be Transferred to any third party other than a Permitted
Assignee, all as defined below. This preferential right to purchase under this Agreement shall no longer
apply to any Party after Smith has transferred all of its rights under this Agreement and shall no longer
apply as to a Contract Area governed by an Operating Agreement after Smith has transferred or
relinquished all of its rights to the lands in the Contract Area governed by that Operating Agreement.

(a) If any Party desires to Transfer, as defined below, its Interests, or any portion, in this Agreement or
the AMI (a "Transferor Party(ies)"), Transferor Party(ies) must first provide written notice of such
intent to the other Parties. If the proposed Transfer is to a Permitted Assignee, the non-transferring
Parties shall not have a Right of First Refusal as to that Transfer. If the proposed Transfer is to a person
other than a Permitted Assignee, as defined below, the non-transferring Parties shall then have the right
("Right of First Refusal"), but not the obligation, to purchase their proportionate share of the offered
portion of the Interests pursuant to this paragraph. The non-Transferor Parties shall have thirty (30) days
from receipt of such notice within which to determine whether it or they elect to purchase the offered
Interests. If the proposed Transfer is to a Permitted Assignee, the non-Transferor will not have a Right of



                                                     9
CJM 192236v.6



                                                                                                    SEC 190193
First Refusal but the Permitted Assignee must ratify this Agreement and the applicable Operating
Agreement and the Transferor shall be jointly and severally liable for all liabilities and obligations of the
Permitted Assignee under this Agreement and the Operating Agreement. "Transfer" means any sale,
lease, conveyance, gift, transfer, exchange, assignment, disposition by will or inheritance or other
disposition of (or any agreement or arrangement to sell, lease, convey, gift, transfer, exchange, assign, or
otherwise dispose of) all or any portion of the Transferor Parties' Interests in any manner, directly or
indirectly, whether for money, other consideration or otherwise. "Permitted Assignee" means: (w) a
spouse, descendants or relative of the Transferor Party; (x) the spouse, descendants or relative of the
controlling person of a Transferor Party or the spouse, descendants or relative of a manager of a
Transferor Party; (y) a legal entity including but not limited to any Trust, partnership, or company
controlled by the Transferor Party or by the spouse, descendants or relatives of the Transferor Party; and
(z) any employee, consultant or person under contract to a Transferor Party (or any Trust, entity or
partnership owned by such person).

(b) If the Transfer contemplated by section S.2(a) above results from a bona fide offer to purchase from
a third party, exercise of the non-Transferor Parties' Right of First Refusal shall be based on the same
terms and conditions as the third party offer. If the Transfer contemplated by section S.2(a) above is not
the result of a bona fide third party offer, the non-Transferor and the Transferor Parties shall attempt to
agree upon a purchase price for the Transferred Interests. In the event the Parties fail to agree upon a
purchase price for the Transferred Interests within ten ( 10) days after exercise by the non-Transferor
Parties of their Right of First Refusal, then the Transferor Party shall not be allowed to Transfer the
Transferred Interest to the third party and the Non-Transferor Party shall not be entitled to purchase the
Transferred Interest. If a bona fide offer to purchase is subsequently received or a price is established for
the Transferred Interest, the provisions of this Section S.2(b) shall be followed as to the new offer or
price. The provisions of Article V shall apply to any future Transfer by the Transferor Party.

5.3 Financing. Any Party shall have the right to arrange its own financing for any wells or other projects to
be conducted on one or more Prospect Areas without any obligation to provide, or assist the other in
obtaining, similar financing. No Party shall encumber the rights and interests of any other Party in a
Prospect Area. A Party shall have the right to pledge, mortgage or encumber all or any part of its Interest in
one or more Prospect Areas without triggering a Right of First Refusal under Article V; provided that any
pledge, mortgage or encumbrance will be subject to the following restrictions and conditions:

(a) the lender or secured party shall acknowledge in writing that the interest pledged is subject to this
Agreement and the Operating Agreement;

(b) the document creating the pledge or encumbrance must expressly state that upon foreclosure on the
pledged interest, the lender or secured party will receive the pledged interest subject to this Agreement and
the Operating Agreement; and

(c) prior to any subsequent Transfer of the interest by the lender or secured party, the lender or secured
party must comply with the procedures set forth in Section S.2(b) and the other Parties shall have the Right
of First Refusal set forth in Section S.2(b).

5.4 Tag Along Rights. In the event Smith intends to sell all of its rights under this Agreement to a third
party, Smith shall provide written notice to the other Parties of the intended sale. When the intended sale
terms are established, Smith shall outline the intended terms to all Parties. Each Party will have the right
and option for fifteen (IS) days after receipt of the intended sale terms to elect to sell its interest along
with the interest of Smith so long as the purchaser of Smith's interest agrees to purchase the additional
Party's(ies') interest(s). Smith shall have the sole authority to negotiate the terms of the sale and the



                                                     10
CJM 192236v.6



                                                                                                    SEC 190194
other Parties will have the election to sell or not to sell on the same terms as negotiated by Smith. The
tag along rights granted in this Section shall not apply to a sale by Smith of all its interest in a Contract
Area governed by an Operating Agreement.


                                                ARTICLE VI

                                                Miscellaneous

6.1 Elections. Each Party to this Agreement has the right to make separate and independent elections
regarding all aspects of the Agreement, including but not limited to Acquired Interests and well
participation.

6.2 Notices. All notices and other communications required or permitted under this Agreement shall be
in writing and unless otherwise specifically provided, shall be delivered personally, or by mail, telecopy
or delivery service to the addresses set forth below the signatures of the Parties and shall be considered
delivered upon the date of receipt. Each Party may specify as its proper address, any other post office
address within the continental limits of the United States by giving notice to the other Parties, in the
manner provided in this section, at least ten (10) days prior to the effective date of such change of
address.

6.3 No Partnership. The liabilities of the Parties hereunder shall be several, not joint or collective.
Each Party shall be liable only for its cost bearing share of all liabilities and obligations arising under this
Agreement as set forth on Exhibit B hereto and each Party's share of the liabilities and obligations
arising under any applicable Operating Agreement, as set forth on the Exhibit A to the applicable
Operating Agreement. It is not the intention of the Parties to create, nor shall this Agreement be deemed
as creating a mining or other partnership or association or to render the Parties liable as partners.

6.4 Internal Revenue Code Election. The provisions of Article IX of the form of Operating Agreement
attached hereto shall constitute the agreement between the Parties regarding applicable provisions of the
Internal Revenue Code.

6.5 Enforcement. Should any Party hereto be forced to resort to legal action to enforce the provisions
hereof, the prevailing Party shall be entitled to reasonable attorneys' fees and all court costs incurred in
such legal action. The Parties agree that the exclusive venue for all disputes arising under this
Agreement shall be in Harris County, Texas.

6.6 Title. No Party warrants title to interests it is contributing to the Program Area except by, through
and under itself, and not otherwise. Each Party agrees to furnish to the other Parties any title data in its
possession or available to it.

6. 7 Multiple Counterparts. This Agreement may be executed in any number of counterparts, none of
which needs to be executed by all Parties, and shall be binding upon each P;:i.rty executing such a
counterpart as if all Parties had executed the same instrument.

                     [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




                                                      11
CJM 192236v.6



                                                                                                     SEC 190195
EXECUTED to be effective as of the Effective Date.

                                       RAW OIL & GAS, INC.




                                       JDH RAW ENERGY, L.C.




                                      ELGER EXPLORATION, INC.



                                      By:~.:J::::.===:;;;::;!~~~-4.:z:__~~~~
                                      Name: -=~9-).-'-<....!~~~~:u,.t:i~~---
                                      Title: -~~~~~li!IA.L__ _ _ _ __




                                      SMITH ENERGY COMP ANY


                                      By.   ~ ~w:c\JZ:.
                                              Lester H. Smith, President   1




                                                12
CJM 192236v.6


                                                                               SEC 190196
                                           EXHIBIT A
                          Attached to Geophysical Exploration Agreement
                                      Dated January 2, 2010,
                                             Among
                        RAW, RAW LC, Hardwick, Blaylock, Elger and Smith

                         Outline and Description of On Point Program Area



        The following lands are all located in Terry County, Texas


        Section 3, Abstract 13, Blk. 4X, EL & RR Ry. Co. Survey, Terry County, Texas (640.00 ac.)


        Section 4, Abstract 455, Blk. 4X, EL & RR Ry. Co. Survey, Terry County, Texas (640.00 ac.)


        Section 84, Abstract 824, Blk. 4X, EL & RR Ry. Co. Survey, Terry County, Texas (640.00 ac.)


        Section 87, Abstract 220, Blk. 4X, D & SE Ry. Co. Survey, Terry County, Texas (640.00 ac.)


        Section 89, Abstract 219, Blk. 4X, D & SE Ry. Co. Survey, Terry County, Texas (640.00 ac.)


        Section 90, Abstract 739, Blk. 4X, D & SE Ry. Co. Survey, Terry County, Texas (640.00 ac.)


        Section 91, Abstract 221, Blk. 4X, D & SE Ry. Co. Survey, Terry County, Texas (640.00 ac.)


        Section 92, Abstract 588, Blk. 4X, D & SE Ry. Co. Survey, Terry County, Texas (640.00 ac.)


        Section 2, Abstract 740, Blk. T, Dallas & Wichita Ry. Co. Survey, Terry County, Texas (640.00
        ac.)


        Section 3, Abstract 152, Blk. T, Dallas & Wichita Ry. Co. Survey, Terry County, Texas (640.00
        ac.)


        Section 4, Abstract 737, Blk. T, Dallas & Wichita Ry. Co. Survey, Terry County, Texas (640.00
        ac.)


        South Half (S/2) of Section 32, Abstract 587, Blk. E, EL & RR Ry. Co. Survey, Terry County,
        Texas (320.00 ac.)


                                                 13
CJM 192236v.6



                                                                                             SEC 190197
        Section 37, Abstract 783, Blk. E, EL & RR Ry. Co. Survey, Terry County, Texas (640.00 ac.)


        Section 40, Abstract 589, Blk. E, EL & RR Ry. Co. Survey, Terry County, Texas (640.00 ac.)


        Section 45, Abstract 789, Blk. E, EL & RR Ry. Co. Survey, Terry County, Texas (640.00 ac.)


        The following lands are all located in Terry and Lynn Counties, Texas


        South Half (S/2) of Section 38, Abstract 590, Blk. E, EL & RR Ry. Co. Survey, Terry & Lynn
        Counties, Texas (320.00 ac.)

                                                                               lei~ ...:or-tJ,flJ.Ofi\tJ.C. ~j
        Section 39, Abstract 787, Blk. E, EL & RR Ry. Co. Survey, Terry & Lynn Counties, Texas
      v(640.00 ac.)          ·· ·                ·


        Section 46, Abstract 1270, Blk. E, EL & RR Ry. Co. Survey, Terry & Lynn Counties, Texas
        (640.00 ac.)


        Section 47, Abstract 786, Blk. E, EL & RR Ry. Co. Survey, Terry & Lynn Counties, Texas
        (640.00 ac.)


        Section 8, Abstract 780, Blk. C-42, PSL Survey, Terry & Lynn Counties, Texas (640.00 ac.)




        The following lands are all located in Lynn County, Texas


        Section 43, Abstract 344, Blk. E, EL & RR Ry. Co. Survey, Lynn County, Texas (640.00 ac.)


        West Half (W/2) of Section 44, Abstract 776 and 1158, Blk. E, EL & RR Ry. Co. Survey, Lynn
        County, Texas (320.00 ac.)


        Section 49, Abstract 349, Blk. E, EL & RR Ry. Co. Survey, Lynn County, Texas (640.00 ac.)


       Section 50, Abstract 892, 1180, 1229, and 1230, Blk. E, EL & RR Ry. Co. Survey, Lynn County,
       Texas (640.00 ac.)




                                                 14
CJM 192236v.6



                                                                                              SEC 190198
         South Half (S/2) & Northwest Quarter (NW/4) bf Section 16, Abstract 689, 1080, and 1081, Blk.
         9, TT Ry. Co. Survey, Lynn County, Texas (480.00 ac.)


         West Half (W/2) of Section 19, Abstract 397, Georgetown Ry. Co. Survey, Lynn County, Texas
         (320.00 ac.)


         Section 3, Abstract 859 and 995, Blk. C-42, PSL Survey, Lynn County, Texas (640.00 ac.)


         Section 4, Abstract 856, Blk. C-42, PSL Survey, Lynn County, Texas (640.00 ac.)


         Section 5, Abstract 1092 and 1292, Blk. C-42, PSL Survey, Lynn County, Texas (640.00 ac.)


         Section 6, Abstract 857, Blk. C-42, PSL Survey, Lynn County, Texas (640.00 ac.)


         Section 7, Abstract 765, Blk. C-42, PSL Survey, Lynn County, Texas (640.00 ac.)


         North Half (N/2) & Southeast Quarter (SE/4) of Section 10, Abstract 887, Blk. Y, EL & RR Ry.
         Co. Survey, Lynn County, Texas (480.00 ac.)


         Section 11, Abstract 353, Blk. Y, EL & RR Ry. Co. Survey, Lynn County, Texas (640.00 ac.)


         Northeast Quarter (NE/4) of Section 12, Abstract 839, Blk. Y, EL & RR Ry. Co. Survey, Lynn
         County, Texas (160.00 ac.)


         Section 1, Abstract 364, EL & RR Ry. Co. Survey, Lynn County, Texas (640.00 ac.)


         Section 2, Abstract 769, EL & RR Ry. Co. Survey, Lynn County, Texas (640.00 ac.)


         Section 3, Abstract 365, EL & RR Ry. Co. Survey, Lynn County, Texas (640.00 ac.)


         Section I, Abstract 375, Blk. A-1, EL & RR Ry. Co. Survey, Lynn County, Texas (640.00 ac.)


        Section 2, Abstract 890, Blk. A-1, EL & RR Ry. Co. Survey, Lynn County, Texas (640.00 ac.)


        Northeast Quarter (NE/4) of Section 13, Abstract 369, Blk. A-1, EL & RR Ry. Co. Survey, Lynn
        County, Texas (160.00 ac.)



                                                  15
CJM l 92236v.6



                                                                                             SEC 190199
         Section 16, Abstract 770, Blk. A-1, EL & RR Ry. Co. Survey, Lynn County, Texas (640.00 ac.)


        Section 17, Abstract 367, Blk. A-1, EL & RR Ry. Co. Survey, Lynn County, Texas (640.00 ac.)


        North Two Hundred Acres (N/200 Acres) of Section 7, Abstract 998, Blk. C-40, PSL Survey,
        Lynn County, Texas (200.00 ac.)


        West Half (W/2) of Section 234, Abstract 912, Blk. 1, L & SV Ry. Co. Survey, Lynn County,
        Texas (320.00 ac.)

                                                                                      w/~ -r riJ,   fl10UND   l.111<-b
        Section 0 (SF 5845), Abstract 89,3, 1177, and 1181, No Block, No Survey, Lynn County, Texas
        (this Section is located just to the East of Section 39, Abstract 787, Blk. E, EL & RR Ry. Co.
        Survey, Terry & Lynn Counties, Texas) (640.00
                                                  .... ----·-- ..
                                                      ~-
                                                                  ac.)


        ·Section 19, Abstract 342, D & SE Ry. Co. Survey, Lynn County, Texas (640.00 ac.)


        Section 20, Abstract 948, D & SE Ry. Co. Survey, Lynn County, Texas (640.00 ac.)


        Section 51, Abstract 405, HE & WT Ry. Co. Survey, Lynn County, Texas (640.00 ac.)


        Section 52, Abstract 829, HE & WT Ry. Co. Survey, Lynn County, Texas (640.00 ac.)


        Section 55, Abstract 398, Georgetown Ry. Co. Survey, Lynn County, Texas (640.00 ac.)


        Section 56, Abstract 828 and I 040, Georgetown Ry. Co. Survey, Lynn County, Texas (640.00
        ac.)


        Section 57, Abstract 399, Georgetown Ry. Co. Survey, Lynn County, Texas (640.00 ac.)


        Section 58, Abstract 846, Georgetown Ry. Co. Survey, Lynn County, Texas (640.00 ac.)




                The following acreage is listed above but is excluded from the AMI
                and Prospect Area because it was previously included in the BIG


                                                 16
CJM 192236v.6



                                                                                               SEC 190200
                BUMP Prospect Area and AML This acreage will be included in the
                On Point 3-D shoot however.


        Section 55, Abstract 394, Georgetown Ry. Co. Survey, Lynn County, Texas
        (640.00 ac.)

        South Half of Section 57, Abstract 399, Georgetown Ry. Co. Survey, Lynn
        County, Texas (320.00 ac.)


        West 200 Acres of Section 20, Abstract 948, D&SE Ry. Co. Survey, Lynn
        County, Texas (200 ac.)


        North 200 Acres of Section 7, Abstract 998, Block C-40, PSL Survey Lynn
        County, Texas (200 ac.)




                The following acreage is listed above but is excluded from the AMI
                and Prospect Area because it was previously included in the N.
                MOUND LAKE Prospect Area and AML This acreage will be included
                in the On Point 3-D shoot however.


        Section 39, Block E, EL&RR Ry. Co. Survey, Lynn and Terry Counties, Texas
        (640.00 ac.)


        Section 0, A-1181, No Block, No Survey, Lynn County, Texas (this Section is located just to the
        East of Section 39 described above)




                                                 17
CJM 192236v.6



                                                                                             SEC 190201
                                                  EXHIBITB
                            Attached to On Point Geophysical Exploration Agreement
                                            Dated January 2, 2010,
                                                    Among
                             RAW, RAW LC, Hardwick, Blaylock, Elger and Smith

                                       Oil and Gas Interests Schedule

            A.                               B.                          C.                       D.
           ~                   Geophysical Program Costs Share    § 2.3 Oil and Gas     Working Interest After
                                                                 Interest Acquisition   Casing Point on First 3
                                                                   Cost Share Until        Wells and In All
                                                                     First 3 Wells      Subsequent Operations
                                                                        Drilled
 Smith Energy Company                      100%                         100%*                76.66700%
  RAW Oil & Gas, Inc.                                                                             0
 JDH RAW Energy, L.C.                                                                        5.833325%
    Mark P. Hardwick                                                                         5.833325%
     Steve Blaylock                                                                          5.833325%
  Elger Exploration, Inc.                                                                    5.833325%
                                                                                           100.000000%




*Until first three wells have been drilled to casing point




                                                      18
CJM l 92236v.6



                                                                                                       SEC 190202
 EXECUTED to be effective as of the Effective Date.

                                        RAW OIL & GAS, INC.




                                       JDH RAW ENERGY, L.C.


                                       By: --1-.F:::::c=-":......+r------.-'~-....:......:::::......::=---­
                                       Name: ~_,,J.~~LJ.-lt.~~~----=::~--~
                                       Title: ----A--41--1"'.-Y...:.~~~~~-==----




                                       ELGER EXPLORATION, INC.


                                       By: -f.---=::::::=::~f--1~'--b.~;i';::;::.--:..--~
                                       Nam:'-:::.,......,.~~Lll'-'~,-P-~~~'3!0.-----
                                       Title: --=--t-:.-M111~F8~"""'~-----




                                       ::~~'~:~ Lester H. Smith, President




                                                   12
CJM 192236v.6


                                                                                                              SEC 190203
 EXECUTED to be effective as of the Effective Date.

                                        RAW OIL & GAS, INC.




                                       ~~
                                        Title:
                                       JDH RAW ENERGY, L.C.




                                       ELGER EXPLORATION, INC.


                                       By:
                                       Nam=e:C::::=:;i~~~~V-r:::l~~----
                                       Title: --~~>l-'~am..~-----




                                       SMITH ENERGY COMP ANY


                                       By:   ~l~PY,t5h
                                                 Lester H. Smith, President   ·




                                                   12
CJM l 92236v.6



                                                                                  SEC 190204
                          Exhibit "C" to the On Point
                Participation Agreement Dated January 2, 2010

                         A.A.P.L. FORM 610 - 1989

           MODEL FORM OPERATING AGREEMENT


                        ON POINT PROSPECT




                         OPERATING AGREEMENT

                                  DATED

                           January 2          2010

OPERATOR   RAW Oil & Gas Inc.




COUNTY OR PARISH OF   LYNN and TERRY                     , STATE OF _T_E_XA_S_ __




                                       COPYRIGHT 1989 - ALL RIGHTS RESERVED
                                       AMERICAN ASSOCIATION OF PETROLEUM
                                       LANDMEN, 4100 FOSSIL CREEK BLVD.
                                       FORT WORT/I, TEXAS, 76137, APPROVED FORM.

                                                  A.A.P.l. NO. 610 -1989




                                                                                    SEC 190218
 A.A.P.L. FORM 610-MODELFORM OPERATING AGREEMENT-1989

                                                                  TABLE OF CONTENTS

 Article                                                                          ~                                                                                Em
 -I. DEFINITIONS .......................................................................................................................................... !
    II. EXHIBITS ................................................................................................................................................ !
   Ill. INTERESTS OF PARTIES ...................................................................................................................... 2
            A. OIL AND GAS INTERESTS: .............................................................................................................. 2
            B. INTERESTS OF PARTIES IN COSTS AND PRODUCTION: .............................................................. 2
            C. SUBSEQUENTLY CREATED INTERESTS: ...................................................................................... 2
   IV. TITLES ..................................................................................................................................................... 2
       A. TITLE EXAMINATION: ...................................................................................................................... 2
       B. WSSORFAILUREOFTITLE: ........................................................................................................... 3
            I. Failure ofTitle............................................................................................................................... 3
            2. Loss by Non· Payment or Erroneous Payment of Amount Due ........................................................ 3
            3. Other Losses .................................................................................................................................. 3
                    4. Curing Title ................................................................................................................................... 3
    V. OPERATOR ............................................................................................................................................. 4
       A. DESIGNATION AND RESPONSIBILITIES OF OPERATOR: ............................................................ 4
       B. RESIGNATION OR REMOVAL OF OPERATOR AND SELECTION OF SUCCESSOR: .................. 4
                    1. Resignation or Removal ofOperator .............................................................................................. 4
                 2. Selection of Successor Operator..................................................................................................... 4
                3. Elfuct of Bankruptcy ..................................................................................................................... 4
            C. EMPWYEES AND CONTRACTORS: ............................................................................................... 4
            D. RIGHTS AND DUTIES OF OPERATOR: .......................................................................................... .4
                 1. Competitive Rates and Use of Affiliates ........................................................................................ .4
                2. Discharge of Joint Account Obligations ........................................................................................ .4
                3. Protection from Liens .................................................................................................................... 4
                    4. Custody ofFunds ........................................................................................................................... 5
                    5. Access to Conlract Area and Records ............................................................................................. 5
                    6. Filing and Furnishing Governmental Reports ................................................................................. 5
                    7. Drilling and Testing Operations ..................................................................................................... 5
                    8. Cost Estimates ............................................................................................................................... 5
                    9. Insurance....................................................................................................................................... 5
   VI, DRILLING AND DEVELOPMENT ........................................................................................................ 5
           A. INITIAL WELL: ................................................................................................................................... 5
           B. SUBSEQUENT OPERATIONS: .......................................................................................................... 5
                 I . Proposed Operations ...................................................................................................................... 5
                2. Operations by Less Than All Parties .............................................................................................. 6
                3. Stand-By Costs .............................................................................................................................. 7
                4. Deepening ..................................................................................................................................... 8
                5. Sidetracking .................................................................................................................................. 8
                6. Order of Preference ofOperations.................................................................................................. 8
                7. Conformity to Spacing Pattern ....................................................................................................... 9
                8, Paying Wells ................................................................................................................................. 9
           C. COMPLETION OF WELLS; REWORKING AND PLUGGING BACK: .............................................. 9
                 I. Completion.................................................................................................................................... 9
                2. Rework, Recomplete or Plug Back ................................................................................................. 9
           D. OTHEROPERATIONS: ....................................................................................................................... 9
           E. ABANDONMENT OF WELLS: ........................................................................................................... 9
                I. Abaodonment ofDryHoles ........................................................................................................... 9
                2. Abandonment of Wells That Have Produced ................................................................................ 10
                3. Abandonment ofNon-Consent Operations ................................................................................... 10
           F. TERMINATION OF OPERATIONS: .................................................................................................. 10
           G. TAKING PRODUCTION IN KIND: ................................................................................................... 10
                (Option I) Gas Balancing Agreement ............................................................................................... 10
                (Option 2) No Gas Balancing Agreement .......................................................................................... 11
 VII. EXPENDITURES AND LIABILITY OF PARTIES ............................................................................. 11
           A. LIABILITY OF PARTIES: ................................................................................................................ 11
           B. LIENS AND SECURITY INTERESTS: .............................................................................................. 12
           C. ADVANCES: ...................................................................................................................................... 12
           D. DEFAULTS AND REMEDIES: .......................................................................................................... 12
                I. Suspension of Rights ................................................................................................................... 13
                2. Suit for Damages ......................................................................................................................... 13
                3. Deemed Non-Consent .................................................................................................................. 13
                4. Advance Payment.. ...................................................................................................................... 13
                5. Costs and Attorneys' Fees............................................................................................................ 13
           E. RENTALS, SHUT-IN WELL PAYMENTS AND MINIMUM ROYALTIES: ..................................... 13
           F. TAXES: ............................................................................................................................................... 13
VIII. ACOUISITION. MAINTENANCE OR TRANSFER OF INTEREST .................................................. 14
      A. SURRENDER OF LEASES: ............................................................................................................... 14
           B. RENEWAL OR EXTENSION OF LEASES: ....................................................................................... 14
           C. ACREAGEORCASHCONTRIBUTIONS: ........................................................................................ 14




                                                                                                                                                                            SEC 190219
A.A.P.L. FORM 610- MODEL FORM OPERATING AGREEMENT- 1989

                                                            TABLE OF CONTENTS

          D. ASSIGNMENT; MAINTENANCE OF UNIFORM INTEREST: .................................................. 15
          E. WANER OF RIGITTS TO PARTITION: ...................................................................................... 15
     F. PRilF!iiRil~lTIAL RIGHT TO PURCHASE: .................................................................................. 15
 IX. INTERNAL REVENUE CODE ELECTION .................................................................................. 15
  X. CLAIMS AND LAWSUITS ............................................................................................................. 15
 XL  FORCE MAJEURE .......................................................................................................................... 16
XII. NOTJCES.......................................................................................................................................... 16
XIII.TERM OF AGREEMENT ............................................................................................................... 16
XIV. COMPLIANCE WITH LAWS AND REGULATIONS ................................................................... 16
     A. LAWS, REGULATIONS AND ORDERS: .................................................................................... 16
     B. GOVERNING LAW; .................................................................................................................... 16
     C. REGULATORY AGENCIES: ...................................................................................................... 16
 XV. MISCELLANEOUS ......................................................................................................................... 17
     A. EXECUTION: ............................................................................................................................... 17
     B. SUCCESSORS AND ASSIGNS: ................................................................................................... 17
     C. COUNTERPARTS: ....................................................................................................................... 17
     D. SEVERABILITY .......................................................................................................................... 17
XVI. OTHER PROVISIONS ..................................................................................................................... 17




                                                                            ii




                                                                                                                                                            SEC 190220
       A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT- 1989

                                                                           OPERATING AGREEMENT
                  THIS AGREEMENT, entered into by and between -~R~A~W~O~i~I~&~G~·"'=•ul~nc~·---------------~
       hereinafter designated and referred to as HOpcrator." and the signatory party or partjes other than OperatGf, sometimes
       hereinafter referred to individually as "Non-Operator," and eollectively as "Non-Operators.•
                                                                                   WITNESSETH:
                        WHEREAS, the parties to this agreement are owners of Oil and Gas Leases and/or Oil and Gas lnlorests in the land
       identified in Exhibit "A~" and the parties hereto have reached an ag:rc:cmont to expl~ and develop these Leases and/or Oil
       and Gas lntoresls for the production of Oil and Gas lo the extent and as hereinafter provided,
                  NOW. T!-IEREFORE, it is agreed a.• follow<:
 10                                                                                  ARTICl.E I.
 11                                                                   DEFINITIONS
 12                · As u.~ in this agreement, the following words and terms shall have the meanings here ascribed to them:
 13               A. The term "AFE" shall mean an Authority for Expenditure prepared by a party to this agreement for the pu11>0so of
 14    estimating the costs to be incurred in conducting an operation hereunder.
 IS                    B. The term 'Completion' or 'Complete' shall mean a single operation intended to eompletc a well as a producer of Oil
 16    anJ Ga.~ in one or more Zones, including. but not limited to. the setting of production casing, perforating, wen stimulation
 17    and production testing conduc1ed in such operation.
 18                    C. The 1erm 'C<>ntract Area" shall moan all of the lands, Oil and G.. I.eases and/or Oil and Gas Interests intended lo be
 19    developed and operated for Oil and Gas pull>O'es under this agreemenl                            Such lands, Oil and Gas Leases and Oil and Gas
 20    Interests are described in Exhibit "A."
 21                D. Tbe term 'Deepen' shall mean a single operation whcrcl>y a well is drilled to an oqjcctive Zone below the deepest
 22    Zone in which the well was previously drilled, or below the Deepest Zone proposed in the                         a.~sociated   AFE, whichever is the
 23    lesser.
 24                    E      The terms "Drilling Party" und "Con.ienting Party" shaJI mean a paJ1y who agrees to join in and pay it.-; share of the
 2S    cost ofany operation conducted under the provisions of this agree1ncnt,
26                I', The tcnn 'Drilling Unit" shall moan the area fixed for the drilling of one well by order or Tiile of any state or federal
27     body having authority.      If a Drilling Unit is not fixed by any such rule or order, a Drilling Unit shall be the drilling unit as
28     established by the pattern of drilling in the Contract Area unless fixed by e•press agreement of tho Drilling Parties.
 29               G. The term "Drillsitc" shall mean the Oil and Oas Lease or Oil and Gas Interest on which a proposed well is to be
30     located.
31                     H. The term 'Initial Well" shall mean the well required to ho drilled by the parties hereto as provided in Article VI.A.
32                     I,     The tcrlQ "Non-Consent We~l" shall             1ncan a well in which Jess than all parties have conducted an operation a.s
33     provided in Arliele Vl.B.2.
34                J. The terms "Non·Drilling Party" and "Non-Consentintt Patty" shall mean a party who clCC1s not to participate in a
35    proposed operation.
36                     K.      The tenn "Oil und Gas" shall mean oil, gas, cw;inghcad gas, gas condensate. and/or all othr:r liquid or ga.'leOus
37    hydrocarbons and other marketable substances prodLWed therewith. unless an intent to limit the inclusi\lcness of this term is
38    spoeifically stated.
39                     L      The tcrnt "Oil and Gas Interests" or "Interests" shall mean unleased fee and mineral interests in Oil and Gas in tracts
40    ofland lying within the Contracl Arca which are owned by partie.• to this agreement.
41               M. The terms "Oil and Gas Lease," "Lease" and "Leasehold" .shall 1nean the oil and gas leases or interests therein
42    covering bacts of land lying within the Contract Area which are owned by the parties to this agreement.
43               N. The tenn "Plug Back" shall mean a single oper.ltion whereby a deeper Zone is abandoned in order to attempt e.
44    Completion in a shallower Zone.
4S                0. The term "Recompletion" or "Recompletc" shall mean an operation whereby a Completion in one Zone is abandoned
46    in order to allempt a Completion in o different Zone within the existing well bore.
47                P. The term "Rework" shalt mean an operation conducted in the wellbore of a well after it Is Completed to secure,
48    restore. or improve production in a Zone which is currently open to production in the wcllbore. Such operations include, but
49    are not limited to, well stimulation operations but C'l.clude any routine repair or maintenance work or drilling, Sidetracking,
SO    Deepening. Completing. Recompleting, or Plugging. Back of a well.
SI                     Q. Tho term "Sidetraek" shall mean the directional corurol and intcnlional deviation of a well from vertical so as to
52    change the bottom hole location unless done lo straighten the hole or drill around junk in the hole to overcome other
53    mechanical diffocultics.
54               R. The tmn "Zone" shall mean a stratum of earth containing or thought to contain a common accumulation of Oil and
55    Gas separately producible from any other common accumulation of Oil and Gas.
56                     Unless the context otherwise clearly indicates, words used in the singular include the plural, the word "person" includes
57    natural and artificial persons, the plural includes lhe singular, and any gender includes the masculine, feminine. and neuter.
S8                                                                                 ARTICLE II.
59                                                                                  EX11181TS
60                 The following exhibits, as indicated below and attached hereto. are incorporated in and made a part hereof:
61    _x__         A. Exhibit • A.II shaU include the rollowing information:
62                          (I) Dcscrip•ion oflands sucycct to this agrecmcn~
63                          (2) Restrictions, if any, as to depths, formations. or substances.
64                          (3) Parties lo agreement with addresses and telephone numbers for notice purposes,
6S                          (4) Percentages or fraclfonal   interesl~   of parties to this agreement.
66                          (S) Oil and Ga.• Leases and/or Oil and Gas Interests su)\jecl to this agrcorncnt,
67                          (6) Burdens on production.
68    _lL_ B. Exhibit 'B," Form of lease.
69    __x_ C. Exhibit "C," Accounting Procedure.
70     x_ D. Exhibit "D," lnsu,.,,cc.
      __
71     x_ E. E11.hibic "E." Oas Balancing Agreement.
      __
72                r.        &:hihit "F," '>l°en 9iseFi1nineli:en amlCertiAeelieR ef>le1t Sep:itated Fieililim.
73    _x__        G. El!hibit 'G •• Tax Partnership.
74    - - - H. O t h e r : - - - - - - - - - - - - - - - - - - - - - - - -
                                                                                        -I .




                                                                                                                                                              SEC 190221
          A.A.P.L. FORM 610- MODEL FORM OPERATING AGREEMENT - 1989

                         lf any proll'ision of any exhibit, except Exhibits "E," "F" and "G~" is inconsistent with any provision contained in
             the body of this agreement, the provisions in the body of this agreement shall prevail.
     3                                                                       ARTICLE Ill.
     4                                                               INTERESTS OF PARTIES
     S       A. Oil and Ga1 lntereshl:
     6                   If any party owns an Oil and Ga< Interest in the Contract Area, that Interest shall be treated for all purposes of this
     7      agreement and during the term hereof as if it wc:rc covered by the form of Oil and Gas Lease attached hereto as Exhibit "ll,"
     8      and the owner thereof shall be deemed to own both royalty interest in such lease and the interest of the lessee thereunder.
            B. Intere!hl of Parties In Com and Production:
 IO                     Unless changed by otht:r provisions. all cost.~ and liabilities incurred in operations under thW agreement shall be borne
 11         and paid, and all cquipmmt and materials acquired in operations on the Contract Arca shall be owned, by the parties as their
 12         intercots are set forth in Ex.hibit "A. w Jn the Rame manner, the parties sha11 also own al1 production of Oil and Gas from the
 13        Contra.ct Area subject. however. to the payment of royalties and other burdens on production as described hereafter.
 14                     Reganllcas of which party ha• con1ributcd any Oil and Cias Lease or Oil and Gas Interest on which royalty or other
 15         burdens may be payable and except as otherwise expressly provided in this agreement, each party shall pay or deliver, or
 16        cause to be pa.id or delivered, a11 burdens on its share of the production from the rontract Arca up to, but not in excess of.
 1'7       existing lease burdens                                   and shal I indemnify, defend and hold the other parties free from any liability therefor.
 18         E><cept as otherwise expressly provided in this agreement, if any party has contributed hereto any Lease or Interest which is
19         burdened wtth any royalty. overriding royalty1 production payment or other burden on production in excess of the amounts
20         stipulated above. such pn1y so burdened shall assu1nc and alone bear all such excess obligations and shall indeinnify, defend
21         and hold tho other parties hereto harmless lium any and all claims attributable to such excess burden. However, so long as
22          the Drilling Unit li:lr the productive Zonc(s) is identical with the Cootract Arca. each party shall poy or deliver, or cause to
23         be paid or delivered, all burdens on production from the Contract Arca due under the terms of the Oil and Cias leasc(s)
24         which such party has contributed to this agreement, and shall indemnify, defend and hold the other parties free fiom any
25         liability therefor.
26                      No party shall ever be responsible, on a price basis higher than the price received by such party, to any other party's
27         lessor or royally owner, and if such other party•s lessor or royalty owner should demand and receive settlement on a hig~
28         price basis, the party contributing the affected Lease shall bear the additional royalty burden attributable to such higher price.
29                      Nothing contained in this Article 111.B. shall be deemed an assignment or cross-assignment of interests covered hereby,
30         and in the event two or more parties contribute to this agreement jointly owned Leases, the parties' undivided interests in
31         said Leas<'holdo shall be deemed separate leasehold interests for the purposes of this agreement.
32         C. Subsequently Created Interests:
33                      If any party has contributed hereto a Lease or lnteresl that is burdened wjth an assignment of production given as security
34         for the poyment of money, or if, after the date of this agre<.'tllent. any party creates an overriding royalty, production
JS         payment, not profits intc:rcst. assignment of production or other burden payable out of production attributable to its working
36         interest hereunder, such burden shall he doomed a "Subsequently Created lntc=L" Further, if any party has contributed
37         hereto a Lease or Interest burdened with an overriding royalty, production payment, net profits interests. or other burden
38         payable oui of production created prior to the date of this agreement,. and such burden is not shown on Exhibit 11 A,tt such
39         burden also shall be deemed a Subsequently Created Interest to the extent such burden cau"" the burdens on such party's
40         Lessc or lntorest to exceed the amount stipulated in Article 111.ll. above.
41                      The party whose interest is burdened with the Subsequently Created Interest (the "Burdened Party") shall assume and
42         alone bear, pay and discharge the Subsequently Created Interest and shall indemnify, defend and hold hannlcss the other
43         parties from and against any liability therefor. fwthcr, if the Burdened Party fails to pay, when due, its share of expenses
44        chargeable hcr<Undcr, all provisions or Article VJl.ll. shall be enforceable against the Subsequently Created Interest in the
4S        same manner as they are enforceable against the working inoorcst of the Burdem:d Party. If the Burdened Party is required
46        under this agreement to assign or relinquish to any ot.hcr party, or parti~ all or a portion of ils working interest and'or the
47        production attn'butabh: thereto, said other party, or portios, shall receive said assignment and/or production free and clear of
48        said Subsequently Created lnklrcst, and the Burdened Party shall indemnify, defend and hold hannless said other porty, or
49        parties, from any and all claims and demands for payment asserted by owm.."fl' of the Subsequently Created Interest.
SO                                                                          ARTICLE IV.
51                                                                              TITLES
52        A. Title Eumlnadon:
53                     Title examination shall be made oo the Drillsite of any proposed well prior to commencement of drilling operations and,
54        if a majority in interest or the Drilling Parties :oo roqu~1 or Operator so elects. title examination shall be made on the entire
SS        DrilUns Unit, or maximum anticipated Drilling Unit, of the well.                  The opinion wilt include the ownership of the working
S6        interest, minerals, royalty, overriding royalty and production payments under the appllcable Leases.                    Each party contributing
57        Lesses and/rr Oil and Gas Interests to be included in the Drillsite or Drilling Unit, if appropriate, shall furnish to Operator
SS       all abstracts (including federal lease staW reports). tille opinions, title papers and curative material in its pos.11\cssion free of
S9       charge. AU such information not in the possession of or made available to Operator by the parties. but necessary for the
60       examination or the tide, shall be obtained by Operator. Operator •hall cause title to be examined by attorneys on its staff or
61       by outside aUomeys. Copies of all title opinions shall be furnished to each Drilling Party. C',osts incurred by Operator in
62       procuring abstracts. fees paid outside attorneys for title examination (including preliminary, supplemental, shut-in royalty
63       opinions and division order title opinions) and other direct charges as provided in Exhibit 11 C" shall be borne by the Drilling
64       Parties in the proportion lhat the interest of each Drilling Party bears to lhe total interest of alt Drilling Parties as such
6S        interests appear in Exhibit •A" Operator shal1 make no charge f'or services rendered by its staff attorneys or other persOMc:I
66       in the performance of tho above liincrion~
67                     Each party shall be responsible for sccu.ring curative matter and pooling amendments or agreements required in
68       connection with Leases or Oil and Gas Interests contributed by such party. Operator shsll be re.<ponsible for the preparation
69       and recording of pooling designations or declarations and communi1i1,ation agreements as well as the conduct of hearings
70       before governmental agencies for the securing of spacing or pooling orders or any other orders necessary or appropriate to
71       the conduct of operations hereunder. This shall not prevent any party from appearing on its own behalf at such hearings.
72       Costs inCWTed by Operator, including fees paid to outside attorneys. which are associalcd with hearings before governmental
73       agencies.. and which costs arc necessary and proper for the activities contemplated under this agreement, shall be direct
74       charges to the joint account and shall not be covered by the administrative overhead charges as provided in Exhibit "C .11

                                                                               -2-




                                                                                                                                                                SEC 190222
         A.A.P.L. FORM 610 ·MODEL FORM OPERATING AGREEMENT· 1989

        Operator shall make no chaTge for services rendered by its !ilaff attorneys or other personnel in the porformancc of the above
        functions.
  3                     No well shall be drilled on tho Contract Arca until after (I) the title to the Drillsite or Drilling Unit. if appropriate, has
  4        been examined as       above provided, and (2) the title has been approved by the examining attorney or title has been accepted by
           all ofthe Drilling Parties in such well.
           B. Lo55 or Failare of Title:
   7                    I. Failure of Title: Should any Oil and Gas Interest or Oil and Gas Lease be lost through failure of title, which results in a
   8       reduction of interest from that shown on Exhibit "/\,11 the party credited with contributing the affected Lcilse or Interest
   9       (including. if applicable, a successor in interest to such party) shaJI have ninety (90} days from final determination of tttJc
 JO        failure to acquire a new lease or othct instrument curing the entirety of lhe title fail~re. which acquisition will not be subj~t
 11        to Article V!ll.B., and tailing to do so, this agreement, nevorthelcss, shall continue in force as to all remaining Oil and Gas
  12       Leases and Interests; and,
 13                           (a) The party credited with contribuUng the Oil and Gas Lease or Interest affected by the title railure (including, if
 14        applicable, a successor in interest to such party) shall bear alone the entire loss and ii shall not be entitled lo recover from
 IS        Operator or the olhor parties any development or opC!llting costs which it may have previously paid or incurred. but there
 16       shall be no additional liability on its port lo the other parties hereto by reason of such title failure;
 17                          {b) There shall be no retroactive adjusbnent of expenses incurred or revenues received from the operation of the
 18       Lease or Interest which has failed, but the interests of the parties contained on Exhibit "A" shall be revised on an acreage
 19       basis, as of the time it is determined finally that title failure has occu1Ted. so that the interest of the party whose Lease or
 20       lnten:sl is affected by the tide failure will thereafter be reduced in the Contract Area by the amount oflhe Lease or Interest railed;
 21                          (c) [f the proportionate interest of the other parties hereto in any producins well previously drilled on the Contract
 22       Arca is increased by reason of the title failure, the party who bore the costs incurred in connection with such well attributable
23        to the Lease or Interest which ha.• failed shall receive the proceeds attributable to the increase in •uch interest (less costs and
24        burdens artributable thereto) until it has been rcimbu~ed for unrecovered costs pajd b)' ii in connecllon with such well
25       attnbutable to such failod Lease or Interest;
26                           (d) Should any person not a party to this agreement, who is determined to be the owner of any Lease or Interest
27        which has failed, pay in any manner any part of the cost of operation. development. or equipmen~ such amount shall be paid
28        to !he party or parties who bore the costs which are so icfunded;
29                           (•) Any liability to account to a person not a party lo this agreement for prior production of Oil and Gas which arl•es
30       by reason of title failure shall be borne severally by each party (including a predece.<.•or to a current party) who received
31       produ~ion for which such accounting is required baaed on the amount of such production received. and each such party shall
32       severa11y indemnify. defend and hold hannless alJ other parties hereto for any such liability to accoun~
33                           {t) No charge shall be m11de to the joint account for legal expenses. fees or salaries in connection with the defense of
34       the Lease or lnt<rost claimed to have failed. but if tho party contributing such Lease or lntcrc>1 hereto elect.< to defend its title
35       h shall bear all expenses in connection therewith; and
36                           (g) If any porty is given credit on Exhibit • /\" to a Lease or Interest which is limited solely to ownership of an
37       interest in the wellbofe of any wcH or wells and the production therefrom. such party's absence of interest in the relJlaindcr
38       of the Connet Arca shall be considered a Failure of Title as to such remaining Contract Arca unless that· absence of interest
39       isrcfloclcd on Exhibit "A.•
40                    2. Loss by Non-Payment or Erroneous Payment of Amount Due: If, through mistake or oversight, any rental, shllt-in well
41       paymen~ minimum royalty or royally payment, or otller payment necessary to maintain all or a portion of an Oil and Gas
42       Lease or interest is not paid or is erroneously paid. and as a result a Lease or Interest terminates, there shall be no 1nonetary
43       liability against the party who failed to make such payment. Unless the party who failed to make the required payment
44      secures a new Lease or Interest covering the same interest withiri ninety (90) days from the discovery of the. tailurc to make
45      proper payment, which acqut<ition will not be subject to Article Vlll.B .• the interests of the parties reflected on Exhibit 'A"
46      shall be reVisod on an acreage basis, effective as of the date of termination of the Lease or Interest involved, and the party
47      who failed to make proper payment will no longer be credited with an interest in the Contract Aroa on account of ownership
48      of the Lease or Interest which has terminated. If the party who failed lo make the required payment shall not have been fully
49      reimbursed, al the time of the loss, from the proceeds of the sale of Oil and Gas attributable to the lost Lease or Interest,
SO      calculated on an acreage basis. for the development and operating costs previously paid on account of such Lease or Interest.
 SJ     it shall be reimbutscd fl>r unrecovered actual costs previously paid by it (but not for its share of the cost of any dzy hole
 S2     previously drilled or wells previously abandoned) from so much of the fo11owing as is necessary to effect reimbursement:
 SJ                         (a) Proceeds of Oil and Gas produced prior to termination of the Lease or Interest, less operating expcmses and lease
54      burdens chargeable hereunder to the person who failed to make payment, previously accrued to the credit of the lost Lease or
SS      Interest. on an acreage basis, up to the amount ofunrecovcrcd cosl.r;:
56                          (b) Prococds of Oil and Gas. less operating expenses and lease burdens chargeable hereunder to the person who failed
S7      to make payment. up to the amount of u~overed costs 111tributable to that portion of Oil and Gas thereafter produced and
58      marketed (excluding production from any wells thereafter drilled) which. in the absence of such Lease of Interest termination,
59     would be attributable to the lost Lease or Interest on an acreage ballis and which as a result of such Lease or Interest
60     termination is credited to other parties, the proceeds of said portion of the Oil and Gas to be contributed by the other parties
61     ill proportion toihoir respective interests reHccted on Exhibit "A"; and,
62                          (e) Any monies, up to the amount of unrecovered co.~... thal may be paid by any party who is, or becomes. the ownt!T
63     of the lease or lntcrest lo$t1 for the privilege of participating in the Contract Arca or becoming a party to this agreement.
64                    3, Other !.osscs: All losses of Leases or Interests committed to this agreement, other than those set forth in Articles
6S     IV.B. I. and IV.B.2. above, shall be joint losses and shall be borne by all parties in proportion to their interests shown on
66     Exhibit 'A.• This shall include but not be limited to the loss of any Lease or Interest through failure to develop or because
67     express or implied covenants have not been performed (other than perfomusnce which requires only the payment of money),
68     and the Joss of any Lease by expiration at the end of its primary term if it is not renewed or c•tended There shall be no
69     readjustment of jntercsts in the remaining portion of the Contract Arca on account of any joint loss.
70                   4. Curins Title: In the event of a Failure of Title under Article IV.B.I. Of a loss of title under Article IV.B.2. above, any
71     Lease or Interest acquired by any party hereto (other than the party whose interest has failed or wa.o;. lost) during the ninety
72     (90) day period provided by Article JV.I!. I. and Article IV.B.2. above covering all or a portion of tho interest that has failed
73     or was lost shaJI be offered at cost to the party whose interest bas failed or was lost, and the provisions of Article VJH.B.
74     shall not apply to such acquisition.
                                                                          •3-




                                                                                                                                                         SEC 190223
           A.A.P.L FORM 610 - MODEL FORM OPERATING AGREEMENT - 1989

                                                                          ARTICLEV.
     2                                                                    OPERATOR
     3     A. De•lgnation and ResponolblUtieA orOperator:
     4            RAWOil&Gas Inc.                                                    shall be the Operator of the Conlnu:t Area, and shall conduct
            and direct and have 1\111 control of all operations on the Contract Area as permitted and required by, and within the limits or
             this agreement In its performance of services hereunder for the Non-Operators. Operator shall be an independent (:Ontractor
     7      not subject to tho control or direction of tho Non-Operators except as to tho type of operation lo bo undertaken in accordance
  8         with the election procedures contained in this agreement. Operator shall not ho deemed, or hold itself out as, the agent of the
  9         Non-Opcntors with authority to bind them lo any obligation or liability a.. umed or incum:d by Operator as to any third
 10         party. Operator !>hall conduct itq activities under this agreement as a rcase>nablc prudent operator. in a good and workmanlike
 11         manner, with due diligence and dispatch, in accordance with good oilfield practice, and in compliance with applicable law and
 12         regulation. but in no event shall it have any liability as Operator to the other parties for losses sustained or liabilities incuned
 13         01<cepl such as may reoult li:orn gross nogligence or willl\d misconduct
 14         B. Resignation or Removal of Operator and Selection of Successor:
 15                      I. Rcsjgnation or Removal of Operator; Oper.itor may resign al any limo by giving wrilton notice th.,,.oof to Non-Operators.
 l6         tr Operator terminates its legal existence, no longer owns an interest hereunder in the Contract Area, or is no longer capable of
 17         serving as Operator, or the provisions of Article XVl.O are applicable, Operator shall be deemed lo have resigned without any action by
 18         Non-Operator except the selection ofa successor. ~Any successor Operator lo RAW Oil &Oas Inc. may be removed only for good
19          cause by the affumative vote ofNon..()pcrators owning a majority Interest based on ownership as shown on Exhibit uA" remaining after
20          excluding the voting interest of Operator; such vote shall not be deemed effocti vo until a written notiee has been delivered to tho Operator
21          by a Non-Oper•tor detailing the alleged default and Operator has failed to cun: the default within thirty (30) dayS from its receipt of the
22          notice or, iflhe default concerns an opcmtion th on hoing conducted, within fortY·eight (48) hours of it& receipt oflho notice. For purposes
23          hon:of, •gocd cause" shall mean not only gross nogligence or willful misconduct but also tho material breach of or inability to meet tho
24         standards or operation contained in Article VA or material failure or inability lo perfonn its obligations under this agreement..
25                       Subject to Article Vll.0.1., such n:signalion or removal shall not become effective until 7:00 o'clock A.M. on th• first
26         day of the calendar month following the e><piration of ninety (9-0) days after the giving of notice of resignation by Operator
27         or action by the Non.Operators to remove Operatar, unless a successor Operator has been selected and assumes the duties of
28         Operator al an carlicr date. Openitor, after elTcclivo date of resignation or removal, shall be bound by the terms hcreof as a
 29        Non-OpcnUor.         A change of a eorporate name or structure of Operator or tran."ifer of Operator's interest to any single
 30        subsidiary, parent or successor corporation shall not be lhe basis for removal ofOpcntor.
 3l                     2. Selection of Successor Operator: Upon the resignation or removal of Operator under any provision of this agreement, a
 32        successor Operator shall be •elected by the parties. The successor Operator shall ho selected &om the parties owning an
 33        interest in the Conb'acl Area at the lime such successor Operator is selected. The successor Operator shall be selected by 1ho
 34        affirmative vote of two (2) or more parties owning a majority interest based on DWnership as shown on Exhibit •A"i
 JS        provided, however, if an Opcnitor which has been removed or is deemed to have resigned fails to vote or votes only to
 36        suceeed itself, the successor Operator shall ho selected by the affumative vole of tho party or parties owning a majority
 37        interest based on owneri;hip as shown on Exhibit "A* remaining after excluding lhc voting interest of the Operator tha( was
 38        removed or resigned. Tho former Operator shall promptly deliver lo the sue<:em;or Operator all records and data relating lo
 39        the operations conducted by tho former Operator lo tho Ol<tent such records and data arc not already in tho possession of the
 40       successor operator. Any cost of obtaining or copying the former Operator's records and data shall be charged to the joint
 41       accounl
 42                     3, Effect of Bankruptcy· If Operator becomes insclvent, bankrupt or io placed in receivership, ii shall be deemed to have
43        ""'igncd without any action by Non.(}petators, ..cept the selection of a successor. If a petition for relief under the federal
44        bankruptcy lawo is filed by or against Operator, and the removal of Operator is pl'cvcntcd by tho federal bankruptcy court, all
45        Non-Opcntors and Operator shall comprise an interim oper.lling committee to serve until Operator has elected to reject or
46        assume this agreement pursuanl to the Bankruptcy Code, and an election to reject this agreement by Operator as a debtor in
 47       possession, or by a 1rvstee in bankruptcy, shaU be deemed a resignation as Operator without any action by Non-Operators,
48        Cllccpt the selection of e successor. Puring the period of time the operating committee controls operations, all actions shall
49        require the approval of two (2) or more parties owning a majority intc:rest based on ownership as shown on Exhibit "A.• rn
SO        the event there are only two (2) parties to this agreement, during the period of time the operating committee controls
51        operations, a third party acceptable to Operator, Non-Operator and the federal bankruptcy court shall be selected as a
52        member of 1lte operating committee, and all actions shall require the approval of two (21 members of the operating
SJ       committee without regaid for their interest in the: Contract Arca based on Exhibit "A"
 54      C. Employees and Contractors:
55                     The number of employees or contractors used by Operator in conducting operations hereunder, their selection, and the
56        hou"' of labor and tho compensation for services performed shall be determined Oporalor. and all such employees or
57       contractors shall be the employees or contractors ofOperolor.
58        D. Rights and Duties of Operator:
59                      I. Competitive Rates and Use of Affiliates; All wells drilled on the Contract Area shall be drilled on a competitive
60       contract basis at the usual rates prevailing in the area. If it so desires, Operator may employ its own tools and equipment in
61       the drilfing of wells, but its clrarges therefor shall not exceed the prevailing rates in the area and the rate of such charges
62       shall be agreed upon by the parties in writing before drilling operations are commenced, and such work shall be performed by
63       Operator under the same terms and conditions as are customary and usual in 1he area in contracts of independent contractors
64       who are doing work of a similar nature. All won, performed a materials supplied by affiliates or <elated parties of Operator
65       shall be pcrfonncd or supplied at competitive rates, pursuant to written agreement, and in accordance with customs and
66       standards prevailing in the industry.
67                     2. Discharge of Joint Account Obligations· Exccpl as herein otherwise specifically provjdcd, Operator shall promptly pay
68       and discharge expenses incurred in the development and operation of the Cootracl Area pursuant lo this agreement and shall
69       charge each of the parties hereto with their respective proportionate shares upon the expense basis provided in Exhibit "C."
70       Operator shall keep an accurate record of the joint account hereunder, showing expenses incumd and charges and credits
7J       made and received.
72                     3. Protection &om Liens: Opcntor shall pay, or cause to be paid, as and when they become due and payable, all accounts
73       of contractom and suppliers and wages and salaries for services l"Clldered or perfonned. and for materials supplied on, to or in
74       respect of tho Contract Area or any operations for the joint account thereof, and shall keep the Contract Area free &om
                                                                             -4-




                                                                                                                                                            SEC 190224
           A.A.P.L. FORM 610 - MODEL FORM OPERATJNG AGREEMENT - 1989

     1      1icns and encumbrances resulting therefrom e.ic.cept for Chose re.i;uliing from a bona fide dispule as to services rendered or
     2      materials supplied.
     3                   4. Custody of Funds: Operator shall hold for tho account of the Non-Operators any funds of the Non-Operators advanced
     4     or paid lo the Operator, either for the conduct of operations hereunder or as a result of the sale of production from the
           Contract Arca, and such funds shall remain the funds of the Non-Operators on whose account they are advanced or paid until
     6     used for their intended pwpose or otho-rwise delivered lo the Non-Operators or applied toward the payment of debts as
     1     provided in Article Vll.B. Nothing in this paragraph shall be construed lo establish a fiduciary relationship between Operator
     8     and Non.Operators for any purpose other lhan lo account fur Non-Operator funds as hc:rcin spccifically provided. Nothing in
     9     this paragraph shall require the maintenance by Operator of separate accounts for the funds of Non-Operators unless the
 I0        parties otherwise specifically agree.
 11                      5. Access to Contract Area and Records: Opcrator shall,    ••cept     as otherwise provided herein, permit each Non-Operator
 12       or its duly authorized representative, at the Non-Operator's sole risk and cost, full and free access al all reasonable times to
 13       all operations of every kind and character being conducted for the joint account on lhe Contract Area and to the records of
 14       operations conducted thereon or production therefrom. including Operator's books and reconds relating thcrcto. Such access
 IS       rights shall not be exercised in a manner interfering with Operator's conduct of an operation hereunder and shall not obligate
16        Operator to furnish any goologic or geophysical data of an interpretive nature unless Cho cost of preparation of such
17        inl....,relivc data was charged lo tho joint account. Operator will furnish to each Non-Operator upon request copies of any
 18       and all reports and infonnation obtained by Operator in connection with production and related items. including, without
19        limitation, meter •nd chart reporL~. production purchaser statement.Iii, nm tickets and mcmthly gauge reports, but excluding
20        purchase contracts and pricing infonnation to Che ..tent not applicable to the production of the Non-Operator seeking the
21        information.        Any audil of Operator's records relating to amounts ~pended and lhe appropriateness of such e,1.pcnditures
22        shall be eonducted in accordance with the audit protocol specified in Exhibit "C. •
23                      6. Filing and Furnishing Govcmmental Reports· Operator will file, and upon written request promptly furnish copies to
24        eac:h requesling Non-Operator not in default of its pay111«1t obligations, all operational notices, reports or applications
2S        required to be fil<Mi by local. State. Federal or lndian agencies or authorities ~ving jurisdiction over operations hereunder.
26        Each Non-Operator shall provide to Operator on a timely basis all information necessary to Operator to make such filings.
27                      7. DrilHng and Te:;ting Operations: The following provisions shall apply to each wen drilled hereunder. including but not
28        limited to the Initial Well:
29                         (a) Operator will promptly advise Non-Operators of the date on which the well is spudded, or the date on which
JO       drilling operations arc commenced.
31                         (b) Operator will send to Non-Operators such reports, tcsl results and notices regarding the progress of operations on the well
32        as the Non.Operators shall reasonably request, including, bul not limited lo, daily drilling reports, completion reports. and well logs.
33                         (c) Operator shall adequately test all Zones encountered which may reasonably be e>pected to be capable of producing
34       Oil and Gas in paying quantities as a result of examination of the electric log or any other Jogs or cores or tests conducted
3S        hereunder.
36                      8, Cost Estimates: Upon request of any Consenting Party, Operator shall furnish estimates of current and cumulative costs
37       incurred for the joint account at reasonable intervals during the conducl of any operatkm pursu11Dt to this agr<..-cmcnL
38       Opcrator shall not be held liable for errors in such estimates so long as lhe estimates are made in good raith.
39                     9. lmurance· At all times while operations arc conducted hereunder, Opcrator shall comply with the workers
40       compensation law of lhc state where the operations arc being conducted: provided, however, that Operator may be a self·
41       insurer for liability under said compensation laws in which event the only charge that shall be made to the joint account shaIJ
42       be as provided in Exhibit "C." Operator shall also carry or provide insurance for the benefit of the joint account of the parties
43       as outlined in Exhibit "D" attached hereto and made a part hereof. Operator sha11 require all contractors engaged in work on
44       or for the Contract Arca 10 comply with the workers compensation law of the state where the operations are being conducled
4S       and to maintain such other insurance as Operator may require.
46                     ln the event •utomobi1c liability insurance is specified in said Exhibit t1D. or subsequently receives the approval of the
                                                                                                     H


47       parties. no direct charge shall be made .by Operator for premiums paid for such insurance for Operator's automotive
48       equipment.
49                                                                 ARTICLE VI.
so                                                          DRILLING AND DEVELOPMENT
5I       A. Initial Well:
52                  On 0< before the _lst_ _ day of_~Ju~n,.e_ _ _ _ _~:!llliL. Operator shsll oommenee the drilling of the Initial
53       Well at the following location:
S4
ss       Mutually agreed upon location within the Contract Area to be determined at a later date by all the parties to this
56       Agreement
S7
S8
S9
60
61       and shall thereafter continue the drilling of the well with due diligence lo penetrate the Fusselman Formation.
62
63
64
6S
66       The drilling of the Initial Well and the participation therein by all parties is obligatory, subject to Article Vl.C.l. as to participation
67       in Completion operations and Anicle VJ.F. as to termination of operations and Article Xl as to occurrence of force majeure.
68       B. Subsequent Operatlons:
69                  1. Prooosed Operations· 1f any party hereto should desire to drill any well on the Contract Ar<a other than the Initial Well. or
70       if any party should desire to Rework, Sidetrack. Deepen, Reooinplcte or Plug Back a dry hole or a well no longer capable of
71       producing .in paying quanti1ies in which such party has" not otherwise relinquished its interest in the proposed objective Zone under
72       this agreement, the party desiring to drill, Rework. Sidetraclc, Deepen. Recompletc or Plug Back such a well shall give written
73       notice of the proposed opcmtio11 to the parties who have not otherwise relinquished their interest in such c~iec:t1've Zone
74

                                                                             -5-




                                                                                                                                                             SEC 190225
           A.A.P.L. FORM 610- MODEL FORM OPERATING AGREEMENT- 1989

           under this agreement and to all Olher parties in the ease of a proposal for Sidelracking or Decpcnin11- specifying the work to be
      2    performed. the location, proposed depth. objc:c1ive Zone and the estimated c""I of 1he operation. The parties 10 whom such a
      3    notice is delivered shall have thirty (30) days after receipt of the notice within which to noHfy the party proposing to do the work
      4    whether they elect to participate in the cost of the proposed operation.              [f a drilling rig Is on location, notice of a proposal lo
           Rewor1<. Side!rack, Recomplete, Plug Back or Deepen may be given by telephone and the response period shall be limited lo forty•
      6    eight (48) hours, oxclwiivo of Saturday, Sunday and legal holidays.             Failure of a party lo whom such notice i• delivered lo reply
           wi~1in   lhe period above fixed shall constitute an election by that party not to participate in lhe cost of the proposed opmilion.
      8    Any proposal by a party to conduct an operation conflicting with the operation initially proposed shall be delivered lo all parties
   9       within the time and in lhe maM..- provided in Article VJ.B.6.
  10                  If all parties lo whom such notice is delivered elect to participate in such a proposed operation, the parties shall he
  11       contractually committed to participate therein provided :such operations are commenced within the time pctiod hereafter set
  12       forth, and Operator shall, no later than ninety (90) days after e•piralicn or the notiee period of thirty (30) days (or as
  13       promplly as practicable after the expiration of the furty-eighl (48) hour period when a drilling rig is on location, as the case
  14       may be), actua!!y commence the proposed operation and thereafter complete it with due diligence al the risk and expense of
  IS       the parties participating therein; provided, however, said corrunencemcnt date may be extended upon wrilten notice of same
  16       by Operator to the other parties, for a poriod of up to thirty (30) additional days if, in the sole opinion of Operator, such
  17       additional time is reasonably necessary to obtain permits from go•ernmental authorities, surface rights (including rights-of·
  I&       way) or oppropriate dril!ing equipment, or to complete title examination or curative matter required for tillc approval or
  19       acceptance. If the actual operation has not been commenced within the lime provided (including any extension thereof as
 20        specifically pcrmillcd herein or in the force majoure provisions of Article XI) and if any party hereto still desim to conduct
 21        said operation, written notice proposing same must be resubmitted to the other parties in accordance herewith as if no prior
 22        proposal had been mado. Those parties that did not participate in the drilling of a wel! for which a proposal to Deepen or
 23        Sidetrack is made hereunder shall, if such rertics desire tC> participate in the propcsed Drepe:ning or Sidetracking operation,
 24        reimburse the Drilling Parties in accordance with Article Vl.B.4. in the event of a Deepening operation and in accordance
 25        with Article Vl.B.S. in the event ofa Sidetracking operation.
 26                    2. Oncrations by Less Than Ari Partie~r
 27                       (a) Delennination of Participation. If any party to whom 13uch notice is delivered as provided in Article Vl.B.I. or
 28       VJ.C.. I. (Option No. 2) elects nol lo participate in the proposed operation, then, in ord..- to be entitled lo thc benefits of this
 29       Article, the party or parties giving 1he notice and such other parties a.<t shall elect 10 participate in the operation shall, no
 30        later than ninety (90) days after the expiration of the notice period of thirty (30) days {or as promptly as praclieable after the
 31       expiration of the forty-eight (48) hour period when a drilling rig is on locati011, as the case may be) actually commence the
 32       proposed operation and complete it with due diligence. Operator shall perfonn all work for the account of the Consenting
 33       Parties; provided, however, if no drilling rig or other equipment is on location, and if Operator is a Non-Consenting Party,
 34       the Con,...ling Partirs shall either: (i) request Operator lo perform the work required by such proposed operation for the
 35       account of the Consenting Partie&, or {ii) designate one of the Consenting Parties as Operator to pcrfartn such work. The
 36       rights and dulirs granted to and imposed upon lhc Operator under this agreement arc granted to and imposed upon the party
 37       designated as Operator for 11n operation in which the original Opcnltor is a Non-Consenting Parly, Consenting Parties, when
 38       oonducting operations on the Contract Arca pursuant to this Article Vl,0.2., shall comply with all tenns and conditions of this
 39       agreement.
 40                    If less than all parties approve any proposed operation, 1he proposing party, immediately after the expiration of the
 4I       applicable notice period, sha!! advise all Parties or the total interest of the parties approving such operation and its
 42       roconunendation as to whether the Consenting Parties should proceed with the operation as proposed. Each Conoenting Party,
 43       within forty-.eight (48) hours (exclusive of Saturday, Sunday, and legal holidays) alter delivery of such notice. shall advise the
 44       proposing pa.rty of its desire to (i) limit participation to such party's interest as shown on Exhibit "A" or (Li) carry only its
 45       proportional• part (determined by dividing such party's interest in the Contract Area by the interests of all Consenting Parties in
 46       the Conllact Area) of Non-Consenting Parties' interests. or (iii) eany its proportionate part (d<tcnnined as provided in (ii)) of
 47       Non-Consenting. Parties' interests together with all or a portion of its proportionate part of any Non-Consenting Parties'
48        interests that any C.onsenling Party did not elect lo lake. Any interest of Non-Consenting Parties lhal is not carried by a
49        Con~ing Pany shall be deemed to be 'COlJTied by the party pn>posing the operation if such party docs not withdraw itR
 .SO      proposal Faiharc to advise the proposing party within the time required shall be deemed an election under (t). In the event a
 51       drilling rig is on location, notice may be gi•en by lolcpbonc, and the time permitted tor such a response shall not exceed a
 52       total of forty-.>ght (4S) hours (exclusive of Saturday. Sunday and legal holidays). The proposing party, at its election, may
 53       withdraw such proposal if thore is Jess than 100% panicipation and sha!! notify al! parties of such decision within ten (10)
 S4       days, or within twenty-four (24) hours if a drilling rig is on location, following expiration of the applicable response period.
 SS       If 100% subscriplion to lhe proposed operation is obtained. the proposing party shall promptly notify the Consenting Parties
 S6       of their proportionate interests in the operation and the party serving as Operator shall commence such operation within the
 57       period provided in Article Vl.ll. I .. subject to the same extension right as provided th..-ein.
 58                      (b) Relinquishment of Interest for Non·Participation. The entire cost and risk of conducting such operations shall be
 S9       borno by the Consenting Parties in the proportions they have elcelcd to bear same undo.- the terms of the preceding
60        paragraph.    Consenting Parties sh.II keep the leasehold estates involved in such operations !ice and clt:ar of all Ji,,.,. and
61        encumbrances of every kind created by or arising from the operations of the Consenting Parties.                  If such nn operation results
62        in a dry hole, then ..,bjcct lo Articles Vl.B.6. and VJ.E.3., lhc Consenting Parties shall plug and             abandon !he well and restore
~63       the surface location al their M>lc cost, risk and expense; provided. however, that those                        Non·C'.onsenting Parties that
64        participated in the dri1ling, Deepening or Sidetracking of the well shall remain liable for. and                shall pay, their proportionate
6S        shares of the cost of plugging and abandoning the wcH and restoring the surface location jnsotar                only as those costs were not
66        increased by lhe subsequent operations of tho Consenting Parties.      If any well drilled. Reworked, Sidetracked. Deepened,
67        Rccomplctod or Plu¥Sed Back under the provisions of lhis Article results in a we!! capable of producing Oil and/or Gas in
68        paying quantities, the Consenting Parties shall Complete and ~uip lhc well to produce at their sole cost and risk, and the
69        well shall th121 be turned over to Opcrator {if the Operstor did nol conduct the operation) and shall be op..-.ted by it al the
70        expense 11nd for the account of the Consenting Parties. Upon commencement of operations for the drilling. Reworking.
71        SidctTacking, R~omplcting. Deepening or Plugging Back of any such well by Consenting Parties in accordance with the
72        provisions of this Article, each Non-Consenting Party shall be deemed to have relinquished to Consenting Parties, and the
?J        Consenting Parties: shall own and be entitled to receive. in proPortion to their respective inlercsls, all of such Non~
74        Consenting Party's interest in the well and share of produ.ction therefrom or. in the case of 11 Reworking. Sidetracking,
                                                                                 . 6·




                                                                                                                                                             SEC 190226
          A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT- 1989

     I     Deepening, Rc<:0mploting or Plugging Back, or a Completion pursuant to Article Vi.C. I. Option No. 2, all of such Non-
     2     Consenting Party's interest in the production obtained from the operation in which the Non-Consenting Party did not elect
     3     to participate. Sttefl Hliftft'lishtReRI !!!hell he eR'eeli e HRlil the )JFBeeedtl ef 1\:te sale ef 1n1el:t sRare, eeleultMed at lhrt1 eH, er
     4     mail<et oelue thereof if sueh shore is oet seld (after dod•e~eg applieable ad aleFOm, preduelieo, se """'"" a•d .. eise lel eo,
          reyal~, e eFfiding Fe)alt) and etheF imeresta net er1eepted lt) PFtitffe m.r. f'&!ialde ellt ef et naeaSYFed h) Ute pFeduetieR
  6       frem sueh ell aeeNiRg il>I Fespeel le aueh Hl'et=es' a:i'i1 it re erts), 11hell eej¥el lhe total af~e fella ing:
  7                     (i)            94 ef eeeh stteh >Jen GensmWtg Pftft) 's sNtFe ef the east ef &ft) Re I) aeEtttifed SU:f'faee eqt1if11Heet
  8       h~·eed lhe         ellheaEI eeftfteetiens (inehulieg hYi net limif.etl: te sleele tllftlcs, sepltflttef9, k'eater&o pt1mping eEfaiJ'meflt HRil
  9       piJ)iftg), p1k16 1009' ef eael swaft ~leF1 'beR!len1iRg PBR) 's sffare ef the e&!it el' epeNtieH er the elJ eeHl!flettelHg itB first
 10       pPBdttelien &fld eeRM1u1:iHg 111ntil ea~ 11:1eh >lea ~enseffiing PeA>;'s reliflEtUisked interest shell fe eFI te i~ under ffiftar
 11       Pfe"isien!i ef this Artiele. it being agree8 thal eee& ~ 1 en C'eRseRffftg Pe">'s share ef sueh eests end equir111ent ~ill be that
 12       inteH&t     hieh •Btfld ha e lleen ehafgeehle h1 Mteli )JeR GeRsenliRg ~ft) had it peFlieipeled in the · ell ffefft the heginning
 13       efthe 818'lRttieM, and
 14                  cm ___ er         ~'        fa) that l'Jal'ti8fl ef the tfBstS anfl twpenses ef SAJliBg, Re effdRg; SidelraeldR& 9eepe:Aiug,
 15       Pl~ing Baeh, tealiRg, Gempleting; IM:tl Reee111plWng, after 8e1h1;etiftf; Qfl) eesh eenWihtttien!i susc· d ttRder \rt.isle 1q11,G.                 1


 16       aflEI ef (h) shat pe.Uen e( the eest ef Re 1) &eftui ed 1111:1ipment in lhe ell Ete atul ifle11:tdiftg the etlhead eenAeetieft6),
 J7          hieh eultl: ha ebeen ehargeeble le s11ehNen Geneenlift8P~ ifk heEIJ98Fliei11atedtherei11
 18                    Net·'flhtta&ding en,lhiag te the eefl:h&I) in this "'Miele "1.B., if th              11 tlees net feBeh th& Eleep~l ehjeeti e bene
19        deseffbed iR the aeliao prepesiftg the ell fer reeseRs etftet l:han the etteeHntering ef 31a1 ite er preelieall) ilftJ'eRetrahle
20        1MH11Bnee er eiher eenditien in the hele FUn6et'iftg fwffher epereffeM impMetiee1:11e, Qrief&ter shell gi we netiee thereef le eoeh
21        ~leA CettHtttiRg Pe~           he •lm:ilf.etl er eted far an attema&i e fttESJl&&el tmder *l'tieJe; l/l,B.fi. te drilt tt.e ell ta a
22        shalle· et' ZeM 1hae tfte de Bf est eijeeti e ~eRe JWepesed in the Reliee ander ., hi eh Che .. ell as dtilled, &Ad eaeh sueh >Jen
23        CoHSeeliHg P..., oltall he e !he eptie• le paftioipole i• !he illiliol prepesod Compl~o• ef the ell ~l ~a)illg its ohOfe of lhe
24        east ef tlrilliRg the ell le its aetHat depth, ealeYIMed in dte .tnllftfl:eJ fJFB ided ift Artiele "I.BA. (ft), If Bley sYeh >lsA
2S       Censent;ing PaRy deH net eleet te Jl&ftieipele in the fif'5l €8fllpletien prepesed fer seeh uell, eke felinqtlishmeat p!'e·rtsiens
26        eflhio Ariiele •q.Q.;i, (l!J shall "l'l'I) le ••elo l""'l '• illleml.
27                     (e~ Re OflfiRg Reee!ReletiAg Bf ?lttg!!!ing Beek An eleetien net te perfieif;1tlfe iH the ti'RlliRg~ SidetraelEing er
28       Qeepening ef a 'Ii ell shall he deeffted an eleetien Bet te peftieipe.te in llR) Rewariting er Ph:ggiRZ Qaeh, eperetien prepesed ifl
29       saek e ell, 8f' pertieR tkereef', te "thieh the initi~ Ren eeasent ele11lit:JA epplitnl thal is ee1 dY:eleEI: at aH) time JJl".ier te ftill
                                                                                        1
JO       1'866 GI') h, lhe CeA6BRliftg PiiRies er thl:!' Naff GsRsSfffiRg Pall) 6 AIS911jl'fMeet a1neWftl.                 E'mileA,, &fl elee&ien ABl te
31       paFtieiJMle ift tke Gt11ftpletiflg er Reee1t1pleting af a ell &hall he dee1tuul an eleeben net ts pe:PlieiJ'MB in &ft~ Re erltiftg
32       epeftlien psep89ed in s1:1eh a ell, er peffieH theteef, te 'hleh the iHiti&l ABR eenseRl elee8e11 BJIJ!lied ~et is ee1tft11e1eQ 11t
33       BB) time pffer te Nit reee _,,, ~ the eensetnifll: P&fties ef the f'J R CeMenting Pa~'a 1eeSltJ3Menf: Rff'IB1:1Rt                      "n) 6Meh
34       Re· erlting, Reeefflpleling er Pl'dggiHg Beeh BJHfflaliee eendu:elei:I dtlriAg lhe reeeaptBeRt J!lef'ied shall be deemed palt ef the
35       ee:t Qf ereFalieH ef !lft:id ell and tReie shall he added te the lftlM9 te he reee~~d 'h) the CeMefttiftg Pftffies                         ' 1• ef
36       diet pElftiett ef 1fte eests ef the Re• eftting; ~eemple•ift& er PIYgging Baell SJUJFatien 1hieh ' elllEI he e heen ehargeehle la
37       1t11eft >JeR Senteftling P~ had it paflieipet.,d thenirh If BU:8h a Re ePl1iRg, lleee1npl9'ing er Pluggieg BBBlt epeFBtieA is
                                                                                                             0

38       pirepe!ied tl:HriHg sueloi Peet"tpme:Rl perietl, the J1felisi8flS ef this Ardele VI.Bo shall he 11J!pliee'sle as het eeR sniil GeRsent:ir:g
39       Pefltiee in seid v ell.
40                    fd} Reeewement Mattefs. QuPing tfte peried er time Censenllng Pmties ere eftli\led te reeei e J>Je11 Gensenlieg P~ 's
41       share af pFSEluatien, er the p!'eeeeds thereffem, Censeftling Pel'4ieo shall he FB9f'8Hil!!le fer the f16YBtBAt ef ell ad ttleFet'A.
42       prethtelien, se erenee. eneise, galheFing anti ~Rur • nes, aftd all ftl)fth). e ef!'idirig re) 1tl*) 1md elher lnndens applieeble te
43       Me•   c...eat!ng Pe"!~'""'" efpree•etien ""' '"'Pt•e hy •ffiele 111.C.
44                     ltt the ea:98 er BR) Ru el'ltieg, Si&etraelting, Plegging Beek. ReeefflpletiRg AF QeepeRiRg epe1atien, the Censentiftg
45        Parties shel:I he pemli:ttetl te ~e. i=ee ef eeet, &U SB:sing, tuhing aM. etheF equipment in lhe ell, hul the e rtel6hifl ef all
46        -.tHeh 9E1wifMfHlfll WU Feffl8i11 e111Me11ged, amfl ltf'BH ahtmtleumenl ef a neU after sYSS Re erliing, SideWfteltiag. Pl.ing B~t,
47        ReeenipteEiag er QeepeRiRg, the Ge1tsenliRg Parties sha11. aeeevnt fep-           anSti:Bh eqyipment te tJ:e 8"'Ret'9 lhereaf. ~ ith ee:eft
48        p&l1) reeei ingi'8 prepettieRBte part iR kind er in alY:e, le86 eest efal age,
49                     Wilhin lliMS, (90) de:ie after the ea111pletie11 ef BB) Bf'Mtien Hft88f IAis }Jtiele. the pe:flY eeR41:tetiftg &he apemtitms
50        fer lhe CJensentffig: Psl'lil!lfl shitll ittfflish eaeh ~Sen Censeftling P~    ith en in erRe:r, ef tl•e ettwip"'c"t irl and eeAHeeted te
s1        the .. etl, aRd lift ileR1ii!ed staleMl!IAl er lhe ee&t ef drilliRtt; &ifielfflebiffl, Qee13!ftb:it; PIYgging Baelt, •estiRg; Cempleting,
52        Reeefftpht;ia• Hill e1111iJ'PiRg Q.e ell far predaetien, e•o at He eptien, lite eperMiAg fl•~:; iA liet1 ef 8ft i4effliaied Mteete111
53        ef nel'I eeste ef 8"eratieft. Rtll) submil a tlekliled: slaleffleRl ef' meRth1) hi11ir:ge. &eh men\Jz theFHfteF, du.ring the th ie Use
54        Gemeatiflg Parties are heing reimlntF!ied es pre· ided ah e, 1fte peft) eeadtntliftg tfte epere,iens Mt ile be11:senting Pefties
SS       shall Rtmish the l11e" Cea9eratl11g Perliee 'i~ eA itemi2ed steten•ent ef ell ee&t{J attd liahilities ineuffed iR the epefftliea ef
56       lhe ell, legetfter ilh a statement ef the quenb~ ef QH aftd Gae predweed Hem it ed the ameum ef pre eee Eis reeli2eel' frem
57       the sale ef the ., ell'a eFlting interest pret:Neftel\ tl1:1Fing the preeetliug 111eftth. IR deteFmining the EptBRtity ef OH and Gas
58       JIRldHB!d dttrieg ee3 1Aefl:th. Gementing PBFlies shell use inEl11!1tf) H&eflted fAelftetis 9tleh as hut net limited te tHeterirtg er
59       peFiedie ell tests. •11~ an1eeet reelii!ed ffrem dte 881e er athw tliripositiM ef equipmettt nenJ,. sttqwHed in eennecitien "~tfl
60       08) ...h eperetiell • hieh           eold he· • beeA • Aed b) • NOR C'eMOHliHg Pllfty lied it pariioipllled a1...eift oll8ll be '"'dited
61       agaia!M the letel URNbiFRed eeRI ef tfle eFlE deRe a"d ef ~e 9E111ipmefl:I: riurehasetl Ht determiRiRg hee the intet"est ef s1:1eh
62       :NM SenaeutiAg ,_,, sh9H 1e el't u~ it as aee.e pe i&e4 eJHf if lheie is a esedit: hillBHee, it sheU 'ee paid ~e 5W:IHI fal&FI
63       Ce11se1Hieg PaA)'.
64                    If lb el hel'! Ut., Ct1Me1tting PaAie11 reee •er fire111 a NeA CenseatiAg Part) 's relinqw.isfted interest 1he ame"'nts 1!11 e •ided
6S       fer eha e, ~e PeliequiMled inteNsle ef weh fafen CeneeAtiRg PaF~ shall eatameliB&IJ~ re eA te it as af 7:QQ a.Al. eR the day
66       felle 'ing lhe M, en hieh sH:eh neewpmeftt 111~.,111~. uAEl, fioem and after sueh re eHieR; 1n1eh Jrlen C"aRsenltng P8":) Bhftll
67       e R dte lMtlfle inteNst i1 euel          ell, \he Metefiel a:Firl eftliiptl! eAt it1 er pertaiHiftg tharete 1 and the pFeENetiaR thereffeRI al!
68       seeh >Jen SeR!il!ftling P~           e~d ha e hem e1ttitleS le Rad it partieipeted in the drilling, SidetmelEiAg, Re eriling,
69       f>eepenfftg:, Reeempleting er Plegging Beeb af said: ell, TheRiat\et=, S\ieh >feR CenseHting Paff) sflel1 &e ehuged ilh aa&
70       shall Jl83 its prepflflienete pe1' ef the further ee9'5 ef \he ep8ftltien ef said ell in aeeerdasee ilh lfle let'ftl& ef this
71       agreef'Reftl BBS ERhibit "S" attaelted herete.
12                    3. Stand-By Costs· When a well which has been drilled or Deepened has reached its authorized deplh and all to.sis have
73       been completed and the results thereof furnished to Lhc parties. or when operations on lhc well have been otherwise
74       terminated pursuant to Article Vl.F.• stand-by costs incurred pending rospon•c to a party'• notice proposing a Reworking,
                                                                              -7-




                                                                                                                                                                 SEC 190227
           A.A.P.L. FORM 610- MODEL FORM OPERATING AGREEMENT- 1989

           Sidetracking, Deepening, Recompleting, Plugging Back or Completing operation in such a well (including the period required
     2    under Article Vl.B.6. to resolve competing proposals) shall be charged and borne as part of the drilling or Deepening
     l    operation just completed. Stand-by costs subsequent to all parties responding, or expiration o( the response time permitted.
     4     whichever first occurs, and prior to agreement as to the participating interests of all Consenting Parties pursuant to the terms
          of the second grammatical paragraph of Article Vl.B.2. (a), shall be charged to and borne as part of tho proposed operation,
     6     b~t if the proposal is subsequently withdrawn because of insufficient participation. such stand·by costs shall be allocated
     7    between the Consenting Parties in the proportion each Consenting Party's interest as shown on Exhibit "A" bears to the total
          interest as shown on Exhibit "A" o( aO Consenting Parties,
     9                 In the event that notice for a Sidetracking operation is given while the drilling rig to be utilized is on location. any party
 IO       may request and receive up to five (S) additional days after expiration of the forty-eight hour response period specified in
 11       Articlo Vl.B.I. within which to respond by paying for all stand-by costs and other costs incurred during such extended
 12       response period; Operator may require such party to pay the estimated starnJ..by time in advance as a condition to extending
 13       the responae period. If more than one party elects to talco such additional time to respond lo the notice, standby costs shall be
 14       allocated between the porti"' taking additional time to respond on a day-to.day basis in tho proportion each electing party's
 15       intereslas shown on Exhibit 1tA11 bears to the lotal interest as shown on Exhibit 11 A" of all the electing parties.
 16                   4. ~ If less than all patties elect to participate in a drilling. Sidetracking, or Deepening operation proposed
 17       pu,.uant lo Article Vl.B. I., the intcrc..i relinquished by the Non.Consenting Parties to the Consenting Parties under Article
 IS       Vl.B.2. shall relate only and be limited to the les.<cr of (i) the total depth actually drilled or (ii) tho ol:iiective depth or Zone
 19       of which tho parties wore given notice under Article Vl.B.I. ("Initial Ol:iioctive"). Such well shall nol be Deepened beyond the
20        Initial Objective without first complying with this Article to afford the Non.Consenting Parties the opportunity to participate
21        in 1hc Dccpcning operation.
22                    In the event any Consenting Party desires to drill or Deepen a Non.Consent Well to a depth below the Initial Ol:iioctive,
23        such party shall give notice thereof, complying with tho requirements of Article Vl.B.l., to all parties (including Non·
24        Consenting Parti..). Thereupon, Articles Vl.B.1. and 2. shall apply an<! all parties receiving such notice shall have the right to
25        participate or not participate in the Deepening of b'UCh well purwant to said Articles Vl.B.I. and 2. If a Deepening operation
26        is approved pursuant to such provisions, and if any Non-Consenting Party elects to participate in the Deepening operation.
Z7        such Non-Consenting parly shall pay or make reimbursement (as tho case may be) of the following costs and expenses.
28                    (a) If the proposal to Deepen is made prior to the Completion of such well as a well capable of producing in paying
29        quantities, such Non-Consenting Party shall pay (or reimbur8e Consenting Parties for, as the case may be) that share of costs
30         and expenses intum:d in connection with the drilling of said well from tho surfuce to the Initial Objective which Non·
31         Consenting Party would have paid had such Non-Consenting Party agreed to participate therein, plus the Non.Con•enting
32         Party's share of the cost of Deepening and of participating in any further operations on the well in accordance with the other
33         provisions of this Agreement; provided, however, all costs for testing and Completion or attempted Completion of the well
34         incurred by Consenting Parties prior to the point of actual operations to Deepen beyond the Initial Objective shall be for the
3S         sole account of Con.'"'nting Partic.ir;,
36                      (b) If the proposal is made fur a Non.Consent Well that has been previously Completed as a well capable of producing
37         in paying quantiti... but is no longer capable of producing in paying quantities, such Non-Consenting Party shall pay (or
38         rei111bu<SC Consenting Parties for, as the case may be) its proportionate share of all costs of drilling, Completing, and
39         equipping said well from the surmec to the Initial Objeotivc, calculated in the manner provided in paragraph (a) above, less
40         those costs recouped by the C'.onsenting Parties from the sale of production from the well. The Non-Consenting Party shall
41        also pay its proportionate share of all costs of re-entering said well. The Non.Consenting Parties' proportionate part (based
42         on the pcrc:entage of such well Non·Consenling Party would have owned had it previously participated in such Non-Consent
43         Well) of the costs of salvable materials and equipment remaining in the hoJe and salvable surface equipment used in
44        connootion with such well shall be determined in a~ordance with Exhibit "C." If the Consenting Parties have: recouped the
45        cost cf drilling, Completing, and equipping the well nt the time such Deepening operation is conducted, then a Non--
46        C...onscnt.ing Party may participate in the Deepening of the well with no payment fbr costs incurred prior to re•enlering the
47        well for Deepening
48                      The foregoing shall not imply a right of any Consenting Party to propose any Deepening for a Non.Consent Well prior
49        to the drilling of such well to ils Initial Objective without lhe consent of the other (',onsenting Parties as provided in Article
SO        Vl.F.
51                      S. Sidetracking: Any party having the right to participate in a proposed Sidetracking operation that does not own an
52        interost in the affected wollboro at the time of the notice shall, upon electing to participute, tender to the wellbore owners its
SJ        proportionate share (equal to its inLercst in the Sidetracking operation) of the value of that portion of the existing wellborc
S4        to be utilized as follows:
SS                           (a) If the proposal is for Sidetracking an existing dry hole, reimbursement shall be on the basis of the actual costs
S6        incurred in the initial drilling of the well down to the depth at which tho Sidetracking opcralion is inifialcd.
S7                           (b) If tho proposal is for Sidetracking a well which has previously produced, reimbursement shall be on the basis of
58        such party's proportionate share of drilling and equipping costs incurred in the initial drilling of the well down to the depth
59       at which the Sidetracking operation is conducted, calculated in the manner described in Article VJ.B.4(b) above. Such patty's
60        proportionate Shal\l of the cost of the wcll's salvablc materials and equipment down lo the depth at which the Sidetracking
61       operation ls initiated shall be dctcnnined in accordance wilh the provisions of Exhibit "C."
62                     6. Order of Preference of Operations. ~ept as othorwise specifically provided in this agreement, if any party desires to
63       propose the conduct of an operation that conflicts with a proposal that has been made by a party under this Article VI, such
64       party shall have fif\oen (IS) days from delivery of the initial proposal, in the cMe of a proposal to drill a well or to perform
65       an operation on a well where no drilling rig is on location, or twenty-four (24) hours, e11:clusive of Saturday. Sunday and legal
66       holidays. from delivery of the inilial proposal, if a drilling rig is on location for the well on which such operation is to be
67       conducted, to deliver to all parties entitled to participate in the proposed operation such party's alternative proposal. such
68       alternate proposal to contain the same infonnation required to be included in the initial proposal. Each party receiving such
69       proposals shall elect by delivery of notice to Operator within five (5) days after expiration of the proposal period, or within
70       twenty-four (24) hours (CJ<clusive of Saturday, Sunday and legal holidays) if a drilling rig is on location for the well that is the
71       subject of the proposals, to participate in one or the competing proposals. Any party not electing within the time required
72       shall be deemed not to have voted. The proposal rc<:civing the vote of parties owning the largest aggregate percentage
73       interest or the parties voting shall have priority over all other competing IJI'Oposals; in the case of a tie vote, the
74

                                                                        -8-




                                                                                                                                                        SEC 190228
         A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT- 1989

         initial proposal shall prevail. Operator shall deliver notice of such result to all parties entitled to participate in the operation
        within five (S) days after expiration of the election period (or within twcnty·four (24) hours, exclusive of Saturday, Sunday
   3    and legal holidays. if a drilling rig is on location). Each party shall then have two (2) days (or twenty.four (24) hours if a rig
  4    is on location) from receipt of such notice to elect by delivery of notice to Operator to participate in such operation or to
       rcUnquish interest in the affected well pursuant to the provisions of Article Vl.B.2.; failure by a party to deliver notice within
       such period shall he deemed an election~ to participobl: in the prevailing proposa1.
                    1. Confonnjty to Soogjn• Pattern. NotwilhsW>ding the provisions of this Article VJ.B.2., it is agrood that no wells shall be
       proposed to be drilled to or Completed in or produced from a Zone from which a well located elsewhere on the C.ontract
   9   Arca is producing, unless such well conforms to the thcn·existing well spacing :pattern iOr S\JCh Zone.
  JO                8. Paying Wells. No party shall conduct any Reworking. Dccpcning, Plugging Back, Completion, Recompletion, or
  11    Sidetracking operation under this agreement with respect to any well then capable of producing in paying quantities except
  12  with the consent of all parties that have not relinquished interests in the well at the time ofsuch operation.
  13  C. Completion of Wells; Reworking and Plugging Back:
  14                I. Cnmclction: Without the consent of all parties, no well shall be drilled, Deepened or Sidetracked, except any well
  IS  drilled, Deepened or Sidetracked pursuant to the provisions of Article Yl.B.2. of this agreement Consent to the drilling.
  16  Deepening or Side1racking shall include:
  17         e Qeliea )'Je. 1. "11 neeess~ eltf'eH•itwen ffir die drilling, QeefJMiRg 8P Sidetfttehie~ testing. Cempleting and
  I8               eEfWil'Jling ef~e ' efl. ifleludiAg Reeessaf') ts.AIEege anfller SYf'faee faeilities.
  19          0 Ootion No. 2: All necessary expenditures for the drilling, Docpening or Sidetracking 1111d testing . of the well. When
 20                such well ha.• reached ir. authorized depth, and all logs, cores and other tests have been completed. and the resuhs
 21                thereof IUmishcd lo tho parties, Operator Shall eivo Immediato notice to the Non.Operators having lhe right Jo
 22               participate in a Completion attempt whether or not Operator recommends attempting to Complete the well,
 23                together with Operator's AFE for Completion costs if not previou.~ly provided. The parties receiving such notice
 24               shall have forty-eight (48) hours (exclusive of Saturday, Sunday and legal holidays) in whicli lo elect by delivery of
 25               nnticc to Operator to participate in a recommended Completion attempt or to make a Completion proposal with an
 26               accompanying AFE. OpcratOr shall deliver any such Completion proposal, or any Completion proposal conflicting
 27               with Operator's proposal. to dlc other partic.c; cntitlo:i to participate in such Completion in accordance with the
 28               procedures specified in Article Vl.B.6. Election to participate in a Completion attempt shall include con.•ent to all
 29               necessary eXpmditures for lhe Completing and equipping of such well, including necessary tankage and/or surrace
 30               facilities but excluding any stimulation operation not contained on the Completion AFE. Failure of any party
 31               receiving such notice to reply within the period above fi ..d shall constitute an election by that party !l!l!. to
 32               participate In the cost of the Completion attempt; provided, that Article Vl.ll.6. shall control in the case of
 33               conflicting Completion proposals. If one or more, but less than all of the parties, elect to attempt a C.01nplclion, the
 34               provision of Article Vl.B.2. hereof (the phrase "Reworking. Sidetracking. Deepening, Recompleting or Plugging
 35               Back" as contained in Article Vl.B.2. shall be deemed Jo include "Completing") shall apply to the operations
 36               thereafter conducted by less than all parties; provided. however, that Article Yl.B.2. shall apply separately to each
 37               separate Completion or Rccompletion attempt undertaken hereunder, and an election to become a NonaConsenting
 38               Party as to one Completion or Reccmplotion attempt shall not prevent a party &om bcco1ning a C.onscnting Party
 39               in subsequent Completion or Recomplction attempts regardless whether the Consenting Parties as to earlier
 40              Completions or Rccompletion have recouped their costs pursuant to Article VI.82.; provided further, that any
 41              rccoupmont of costs by a Consenting Party shall be made solely fiom lhe produelion attributable to the Zone in
 42               which the Completion attempt is made. Election by a previous NonaConsenting party to participate in a subsequent
43               C.omplction. or Recompletion attempt shall require such party to pay its proportfonalc share of !he cosl of salvable
 44              materials and equipment installed in the well pumuant to the previous Completion or Recompletion attempt,
 4S               insofar and only insofiu' as such materials and equipment benefit the Zone in which sucli party participates in a
46               Completion attempt.
47          2. Rew!!!k, Rccomo!ctc or Plus Back: No well shall be Reworked, Recomplcted or Plugged Back exoept a well Reworked,
48    Recomplcted, or Plugged !lack pursuant lo the provisions of Article Vl.B.2. of this agreement. Consent to the Reworking,
49    Recompleting or Plugging Baclc of a well shall include all DCCCSSBJJ' expenditures in conducting such operations and
SO   Completing         and       equipping        cf     said      well,      including       necessary    tank.age    and/or      surfuce      facilities.
SI   D. Other Operations:
52               Operator shall not undertake any single project reasonably estimated to require an expenditure in excess of _ _ _ _ _ __
S3   Twenty-five thousand                                                                Dollar.; (S 25 000 00          ) except in connection with the
54   chilling, Sidetracking. Reworking, Deepening, Completing. Reeompleting or Plugging Back of a well that has been previously
SS   authorized by or pursuant to this agreementi provided. however, lhat, in case of explosion, fU"e, flood or other sudden
56   emergency. whether of the r.ame or different nature, Operator may take such steps and incur such expenses as in its opinion
51 are required to deal wilh the emergency lo safeguard life and property but Operator, as promptly as possible, shall report the
SS   emergency to the other parties. If Operator prepares an AFE for ii.< own use, Operator shall furnish any Non-Operator so
59   requesting an information copy thereof for any single project costing in excess of Twcnty~five thou.sand                                      Do11ars
60   ($ 2S 000 00                                        ). Any party who has not relinquished ilS interest in a well shall have the right to propose that
61   Operator perform repair work: or undertake the installation of artificial lift equipment or ancillary production facilities such as
62   salt water disposal wells or to conduct additional work with respect to a wen drilled hereunder or other similar project (but
63   not including the ins1allation of gathering Jines or other transportation -or marketing facilities, the installation of which shall
64   be governed by separate agreement between the parties) reasonably e.~timate.d to require an expenditure in excess of the
65   amount first set forth above in this Article Vl.D. (except in connection with an operation required to be proposed under
66   Articles VI.B.J. or VJ.C.J. Option No. 2, which shall be governed exclusively be those Articles). Operator shall deliver such
67   proposal to all panics entitled lo participate therein. If wilhin thirty (30) days thereof Operator secures the written consent
68   ofany party or parties owning al least            SO           % of the interests of rhe parties entitled k1 participale in such operation,
69   each party having tho right to participate in such project shall be bound by the terms of such proposal and shall be obligated
10 lo pay its proportionate share of the coslS of the proposed project as if it had consented to such project pursuant to the terms
71   of the proposal.
72   E. Abandonment of Wells:
73          I. Abandonment of Dry Holes: E>teept for any well drilled er Dccpenod pu..,..nt to Article VI.B.2., any well which has
74   been drilled or Deepened undeJ the terms of this agreement and is proposed to be completed as a dry hole shall nol be

                                                                          -9-




                                                                                                                                                               SEC 190229
           A.A.P.L. FORM 610-MODELFORM OPERATING AGREEMENT- 1989

           plugged and abandoned wilhoul lhe consent of alt parties. Should OperalOr, after diligenl effort, be unable to contact any
           party, or should any party &ii to reply within forty-eight (48) hours («elusive of Saturday, Sunday and legal holidays) after
      3    delivery of notice of lhe proposal lo plug and abandon such well, such party shall be deemed lo have oonsenlcd IO !he
      4    proposed abandonmcnL         All such wells shall be plugged and abandoned in accordance with applicable regulations and at the
           cos~    risk and expense of the parties who participated in the cost of drilling or Deepening such well. Any party who objects 10
           plugging and abandoning such well by notiee delivered to Operator within forty-eight (48) hour.1 (Hclusive nf Saturday,
           Sunday and legal holidays) after delivery of notice of the proposed plugging shall take over the well as of the end of such
           fortY-eight (48) hour notice period and conducl further operations in search of Oil and/or Gas subject IO the provisions of
   9       Article Vl.B.; failure of such party to provide proof reasonably satisfactory to Operator of its financial capabilily to conduct
  I0       such operations or to take over the well within such period or thm:after to conduct operations on such well or plug and
  11       abandon such well shall entiUo Operator to retain or take possession of the well and plug and abandon the well. The party
  12       taking over the well shall indemnity Operator (if Operator is an abandoning party) and the other abandoning parties against
  13       liabilily for any further operations conducted on such well except for the costs of plugging and abandoning the well and
  I4       restoring the surface, for which the abandoning parties shall remain proportionately liable.
  IS              2. Abandonment of Wells That Have Produced: Except fur any well in which a Non-Consent operation has been
  J6       conducted hereunder for which the Consenting Parties have not been fully reimbursed as herein provided~ any weU which has
  17       been cornpleled as a producer shall not be plugged and abandoned without the consent of all parties. If all psrties consent to
  18       such abandonment, the well shall be plugged and abandoned in accordance with applicable regulations and at the cos~ risk
  I9       and expense of all the parties hereto. Failure of a party to reply within sixly (60) days of delivery of notice of proposed
 20        abandonment shall be deemed an election to consent to the proposal. lf, within sixty (60) days after delivery of notice of the
 21        proposed abandoruncnt of any well, all parties do not agree to the abandonment of such well, those wishing to continue its
 22        operation from the Zone then open to production shall be obligated to take over the well as of tho expiration of the
 23        applicable notice period and shall indemnity Operator (if Operator is an abandoning party) and the other abandoning parties
 24        ageinst liahilily fur any further operations on the weJJ conducted by such panics. Failure of such party or parties to provide
 25        proof reasonably satisfactory to Operator of their financial capability to conduct such operations or to take over the well
26         within the required period or thereafter to cond"9t operations on such wetJ shall cntiUc operator to retain or take possession
 27        of such well and plug and abandon tho well.
 28                     Parties taking over a well as provided herein shall tender to each of the other parties its proportionate share of the value of
 29         lhe welJ's solvable material and equipment, determined in accordance with the provisions of Eithibit nc, 11 less the c5timated cost
 30        of salvaging and the estimated cost of plugging and abandoning and restoring the surface; provid~ however, that in the event
 31        the estimated plugging and abandoning and 5Urface restoration costs and 1he estimated cost of salvaging are higher than the
 32        value of the well's salvablo material and equipment, each of the abandoning parties shall tender lo the parties continuing
33         operations the~ proponionstc shares of the estimated execs• cos~ Each abandoning psrty shall assign to the non-abandoning
34         panics, without warranty, express or impJied. as to title or as lo quantity, or fitness for use of the equipment and material, an
JS         of its interest in the wellbore of the well and related equipment, together with its interest in the Leasehold insofar and only
36         insofar as such Leasehold covers the right to obtain production from that wellbore in the Zone then open to production. If the
37         interest of the abandoning party is or includes and Oil and Gas Interest, such party shall CJtecutc and deliver to the non·
38         abandoning porly or parties an oil ond gas lease, limited to tho wcllbore and the Zone then open to production. for a tenn of
39         one (I) year and so long thereafter as Oil and/or Gas is produced from the Zone covered thereby. such lease to be on the forro
40         attached a< Exhibit "B." The assignments or leases so limited shall encompass the Drilling Unit upon which the well is located.
41         The payments by, and the assignments or leases lo. the assignees shall be in a ratio based upon the relationship of their
42         respective percentage of participation in the Contract Arca to the aggregate of the percentages of participation in the Contract
43         Area ofall assignees. There shall be no readjustment of interests in the remaining por1ionsofthe C'..ontract Area.
44                     Thereafter, abandoning parties shall have no further responsibility, llabilhy. or inlerest in the operation of or production
4S         from the well in the Zone then open other than the royalties retained in any lease made under the terms of this Article. Upon
46         request~ Operator shall continue to operate the assigned well for the account of the non-abandoning parties at the rates and

47        charges contemplated by this agreement, plus any additional cost and charges which may arise as the result of the separate
48        ownership or the assigned well. Upon proposed abandonment of the producing Zone assigned or leased, the assignor or lessor
49        shall then have the option IO repurchase its prior interest in the well (using tho same valuation formula) and participate in
SO        further operations therein subject to the provisions hereof.
SI                     3. Abandonment of Non.Consent Operations: The provisions of Article Vl.E.l. or Vl.E.2. above shall be applicable as
S2        between Consenting Parties in the event of lhe proposed abandoruucnt of 11ny well excepted ftom said Articles~ provided.
53        however, no well shall be pennanently plugged and abandoned unless and until all parties having lhe right to conduct filrther
54        operations therein have been notified of the proposed abandomm:nt and afforded the opportunity to elect to take over the well
SS        in accordance with the provisions of this Article VI. E.; and provided further. that Non-Consenting Parties who own an inlcrest
 S6       ln a portion of the welt shall pay their proportionate shares of abandonment and surface restoration cost for such well as
51        provided in Article Vl.B.2.(b).
58        F. Termination ofOperadons:
 59                    Upon the. commencement of an operation for the drilling, Reworking, Sidetracking, Plugging Back. Deepening. testing.
60        Completion or plugging or a well, including but not limited to the Initial Well, such operation shall not be terminated without
61        consCJJt of parties bearing 50.0% of the coses of such operation; provided. however. that in the event granite or other
62        practically impenelrable substance or condition in the hole is encountered which renders further operation." impractical,
63        Operator may discontinue operations and give notice of such condition in 1he manner provided_ in Article Vl.B.I, and the
64        provisions of Article Vl.B. or VI.E. shall thereafter apply to such operation, as appropriate.
65        G. Taking Production In Kind:
6li            D Option No. l: Gas Bllandng Agreement Attached
67                     Each party shall take in kind or separately dispose of its proportionate share of all Oil and Gas produced from the
68                 Contract Area. exclusive of production which may be used in development and producing operations and in preparing and
69                 treating Oil and Gas for marketing purposes and produclion unavoidably lost. Any extra expenditure incurred in the taking
70                 in kind or SCJ'laratc disposition by any party of its proportionate share of the production shall be borne by such party. Any
71                 party taking its share of production in kind shall be required to pay for only its proportionate share of such part of
72                 Operator's surface facilities which it uses,
73                    ·Each party shall execute such division orders and contracts as may be necessary for the sale or its interest in
74                 production from the Contract Area, and, except as provided in Article VIJ.B., shall be entitled to receive payment

                                                                         - 10"




                                                                                                                                                          SEC 190230
        A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT - J989

                directly from tho purchaser thereof for its share of all production.
                   If any party fails to make the arrangements necessary to take in kind or separately dispose of its proportionate
                share of the O~ produced from tho Contract Area, Operaror shall have the right, su!iject to the revocation at will by
                the party owning i~ but not the obligation, to pW'Chase such Oil or sell it 1o others at any lime and from time to
                time. for the account of the non-taking party. Any such pun:hasc or sale by Operator may be terminated by
                Operator upon at least ten (IO) days written notice to the owner of said production and shall be suliject always to
                lhc right of the owner of the production upon at least ton ( t 0) days written notice to Operator to exercise al any
                time its right lo take in kind, or separately dispose of, its share of all Oil not previously delivered to a pun:haser.
                Any purchase or sale by Operator of any other party's share of Oil shall be only for such reasonable periods of lime
 10             as are con.ctistcnt with the mini.mum needs of the industry under the particular circumstances, but in na event for a
 II             pcriodinexcessofone(l)year.
 12                Any such sale by Operator shall be in a manner commercially reasonable under the circumstances but Operator
 13             shall have no duty to share any existing marl<et or to obtain a price equal to that received under any existing
 14             market The we or delivery by Operator of a non-taking party's share of Oil under the terms of any existing
 ts             contrael of Operator shall not give tho non-taking party any interest in or make the nan-taking party a party to said
 16            .conlract. No purchase shall be made by Operator without 6n;t giving the non-taking party at least ten (10) days
 17             written notice of such intended purchase and the price ta be paid or the pricing basis to be used.
 18                All parties shall give timely written notice to Operator of their Gas marketing amngements for the following
 19             month, excluding price. and shall notify Operator immediately in the event of a change jn such arrangements.
 20             Operator shalt maintain records nf all marketing ammgements, and of volumes actually sold or transported, which
 21             records shall be made available to Non..Opcrators upon reasonable request.
22                 ln the event one or more parties' sqmrate disposition of it-:.      .~hare   of the Gas causes split·stream deliveries to separate
23            pipelines and/or deliveries which on a day-to-day basis for any n:ason are not exactly equal 10 a party'• respective proportion-
24            ate share of total Gas sales to be allocated to it, the balancing or accounting between the parties :;;hall be in accordance with
2S            any Gas balancing agreement between the parties he:reto, whether such an agreemiml is attached a.C> EKhibit "E" or is a
26            separate agreement. Operator shall give notice 1o all parties of the first sales of Gas frotn any well under this •gJeement.
27         B 9ellan Na 11 Pia Gas Balaneing 'gree111enll
28                l;&eh f'&R'J shall tahe in ltind 9f' separatel; dispese ef its PfUl'e'f(ieRBle shaFe tlf all Oil aAli Gas J"'adYeed iem
29            the Centraet " se, e1:elwsj e ef J'Fedu:etiee hieh. ll'llt!t be wed in d" "leJlmetlt Bftd pFa8Yeit1g SJ'etAtiens and iR
30           preparing aM treating Qil and Gas fer mafltetiRg pYfJ'BSes Mtd 1'•0d1i1etieR \Uut"eidahl; lesl. • ; tt1tft1 9peruliQires
31            inet1ffeEI in: the IBIEiAg in hincl er 8Sflde Eligpesitieft 1') .,., f'BR) ef its prflpeFf:ienete shltfe er the preduelien sbell
32           Be \Jeme ..,, sueh pol4). >•'fl) feftY lftiEing its share ef J!Fedu:etien in hiREl shall he re1tt1irefl te pay fer enl; its
33           Jl"'peftieH&te share ef Heit pen eFQpentlEI 111 sttrMe11 iheiilitiH hit!!h i1f t19lil81
34               Ee.eh   JI""'   shall l!JieSYte SYeh di• i&ieR effiBFS ee8 BBftlF88\9 89 R'Nl) he Reee998~ fep the sale ef its ittlereet iR
3S           pretktelien fun the Gaalreet •rea. Mti, euept 11s pre ided in '.Jflie1e Vll.B .• shelJ be eBliUed ta reeei e pe,fReftt
36           tlB eel~ iem the pwFeRaser ~efeef far illl Ahare efall Pfed1i1etien.
37               If BR) pan, Mils le mahe the &l'ftutgemeflls Aeeessa1; le telf:e ift hind er sew:iM'Btel) dief)ese ef ikl prapariie~
38           stuue af the Qil an41er Gas pl'6Eltieed fi:em the CentF&et "'ree. Of'sPBler sllell ha e lfle right, eH&jeM te the
39           re eeMien et oill "' 1he ~ e• eing ft, \nil net 1he ehligelie11, te p~rehase M:te~ Oil enti'ur Gas a sell ii te etfters
40           at Bft) liffle aftll haa1 ffme te time, f.sr BIEi seeetnrt af the R6A lalfi"'I p&ft}. •"'ff) SYell JHf~Bf er .lBle &} Qreretar
41           ffl&) he tenninaled i:J) OpeR1leF wpen al leaHt 1n1 (10) da)B Fitteft fleliee te the e Ber ef seiB predttetiea and shell
42           be suhjeet al &)8 ta the rig'ht ef tlle enfteF ef lhe preduelien tfl'BH at 1ettst len (19) tle)s 'fitteA netiee le Opereter
43           le e11:enise iie Fight te t:eli.e iR kind. aF 11er;tal'atel) .Ji:9pese ef, its share ef all Qil &Rd 'er Ges flet pr~ ieYsl) Eleli ereEi
44           te a pttrehaser, pre1ided, heae er, Uutl the etleeti e date er 811) 'ttel:l re eeatieR ma, &e defef'f'ed at Oper&ter's
45           eleetien fer a purieEl net h3 tmeeed niftet~ (941) da)s if Qpet'Bter ba9 eemmitted sueh pedeelieft le a purehaee
46           eehlmet ha ing e lel'ffl effhwtiliflg Be) BREI suehten (19) tllt) petied . ."8' J'luehe:se er sale hy Opereter efaft) etJ:er
47             ,,a'*'
                    '6 sl111n.r ef QH en6'9r c~ Wll he eftiy far SYeh f1S&sena9le perieds ef time RS Me eeAsieteRt                        itfl the
48           mitUR1Yfft Reeds ef the iR4w&-., YHde1 lhe paffieular eiFSumsklnees, t.wl ii s e e eftl fer a peried in e•eess ef erte (1)
49             io-
.50                • "} 51:1eh sale h; Qperete1 shall '3e i11 a m1111Her ee"'"'""eiall~ reaseftahle Wfltler ~e eireYHISUtftHtit but Opereter
SI             11ha" M e ft9 Ml•) te sM.e BR)' e11is4:iRg meRlet er li=111spertatiee &RUft8eml!lflt er te eBteifl a lffiet er "8RSr.nJttali98
S2             fee Bl(lilll le lMl reeei eel Btt8et &A) enisting merli.et er h'anspertatieft &ffBngeffleRt.       The sale er deli ~ \Jy
53             QpeF&ter ef a ftBR mlEirig J1&l1)'s sha1e ef preduetien wnder lhe tefffls ef EHt} e.rlisting eenliaet er Qt'efBter shall net
54             gi· e d\e Reft tabiAg J91~ ltft) interest in er ft'lahe the ftBR leltirtg "~ 8 paft) te seid eeftlNet. >le J'lNfehB98 er Oil
SS             aRd {ias M4 t\e 5ele ef Gas shall he 11:ede h) 9f1el'Mer ~heHl first gi i:ng the REUi '8ldng part) leR u,.e 1 'fitteA
56             netiae ef S\teh iatetui~ pwPehase er sale end the pRee te ~e pai~ er lJ:ne iuteing hasi~ te b~ wsed. 0,,emter shall gi e
57             ftetiee le all )!lllRiee efthe Mt sele afQas ffem &R) el] llftderthis •greemeAt.
58                 AH piefffes sMJJ gi e ti111el) "Mrftitf:Bft RA~ies is O,,eR1&8P ef their GS5' FABFIEelieg ePM111gemeAls lar the faUe"'iitg
S9             mentl-. l!1el1:1Eli"g priee, ati:d shall eettt) QpR:ter imm:ediatel; itt the e eftl ef e: ehaage iR: &Yeh &fftfflgemeHts.
60             Ofleratet' shall maintaift reeerds ef all m&Fhe1i11g &fl'BftgemenU1, and er "'e1umee eet\tell) seld er lftlfleperted 1 hieft
61             reeer6s ihe:U he tuade a eilHle le >Jen OpetB:ters HJ'8ftFeasenal9le flolqt:teab
62                                                                    ARTICLE VII.
63                                                   EXPENDITURES AND LIABILITY OF PARTIES
64    A. Llablllty of Parties:
65         The liability of lhe parties shall be severa~ not joint or colleclive. Each party shall be responsible only for its obligations.
66    and shall be liable only for its proportionate share of tho costs of developing and operating the Contract Area. Accordingly. the
67    liens granted among the parties in Article Vll.B. are given to secure only the debts of each severally. and no party shall have
68    any liability to third parties h""'und,.. to satisfy the default of any othor party in 1he payment of any e•pense or obligation
69    hereunder.    It is m>t the intention of the parties to create, nor sha11 this agreement be construed as creating. a mining or other
70    partnership, joint venture, agency relationship or association, or to rcndi:r the parties liable as partners, co•venturcrs,                Cl1'

71    principals. In their relations with each other under this agreement, the parties shall not be consldered fiduciaries or to have
72    established a confidential relationship but rather shall he free to ae\ on an ann's.length basis in accordan~ with their own
73    respective self~interest 1 subject, however, to the obligation of the parties to act jn good fuilh in their dealingS with each other
74    with respect to activities hereunder.
                                                                        ·II-




                                                                                                                                                        SEC 190231
           A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT - 1989
           B. Liens and Security Interests:
                Each party grants to the other parties hereto a lien upon any interest it now owns or hereafter acquires in O;J and Gas
      3    Leases and Oil and Gas Intcrests in the Contract Arca~ itnd a security interest and/or purchase money r.ecurity interest in any
      4    intero.1t it now owns or hereafter acquires in the personal property and fixtures on or used or obtained for use in conneotion
           therewith, to secure perfonnance of all of its obligations under this agreement including but not limited to payment of expense,
           interest and fees, the proper disbursement of all moni~ paid hereunder, the assignment or relinquishment of interest in Oil
           and Gas Leases as required hereunder. and the proper performance of operations hereunder.                       Such lien and security interest
           granted by each party hereto sha II include such party's leasehold interests, worl<ing interests, operating rights, and royalty and
      9    ove1Tiding royalty interests in the Contract Area now owned or hereafter acquired and in lands pooled or unitized therewith or
 I0        otherwise becoming   subj~t to this agrccmenl, the Oil and Gas when extracted therefrom and equipment situated thereon or
 11        used or obtained for use in connection therewith (including, without limitation, all wells, tools, and tubular goods), and ac:<:ounts
 12        (including, without limitation. accounts _arising from gas imbalances or &om the sale of Oil and/or Gas at the wellhead),
 13        contract rights, invenlQry and general intangibles relating lhercto or arising therefrom, and all proceeds and products of the
 14        foregoing.
 1S            To perfect the lien and security agreement provided herein, each pany hereto shall e•ecute and acknowledge the reoording
 16        supplement and/or any financing statement prepared and submitted by any party hereto in conjunction herewith or at any time
 17        following execution hereof, and Operator is authorized to file this agreement or the recording supplement executed herewith as
 J8        a lien or mortgage in the applicable real estate rocords and as a financing statement with the proper officl!I' under the Uniform
 J9        Commercial Code in the state in which the Contract Area is situated and such other states as Operator shall deem appropriate
 20        to perfect tho security interest granled hereunder.            Any party may file this agrccmenl, the recording supplement executed
 21        herewith, or such other documenls as it deems necessary as a lien or mortgage in the applicable real estate records and/or a
 22        financing statement with the proper officer under the Unifonn Commercial Code.
 23            Each party represents and wamints to the other parties herdo that the lien and security interest granted by such party to
 24        the other parties shnll be a first and prior lien, and each pany hereby agrees to •naintain the priority of said lien and soourity
25         interest against all persons acquiring   ilJl   intieres\ in Oil and Gas Leases and Interests covered by this agreement by, through or
26         under such party. All parties acquiring an inleresl in Oil and Gas Leases and Oil and Gas lnlcrests covered by this agrccincn~
27         whether by assignment. merger, mortgage, oper.1tion of law, or otherwise, shall be deemed to have taken subject
28        lo the lien and socuri1y interest granted by this Article Vll.B. as to all obli!l"tions a!tributable to such inlcrest hereunder
29        whelhcr or not such obligations arise before or aR:cr such interest is acquired.
30            To the ex.tent that panics hnve a security inicrcst under the Uniform Com~cial Code                            or
                                                                                                                 the state in which the
31        Contract Area is situated. they shall be entitled to exercise the rights and remedies of a secured party under the Code.
32        The bringing of a suit and the obtaining of judgmenl by a pany for the secured indebtedness shall not be deemed an
33        election of remedies or otherwise affect the lien righs or security interest as security for the payment thcreo£      In
34        addition, upon default by any party in the payment of Its share of expenses, intorests or fees, or upon the improper use
3S        of IUnds by the Opcralor, the other parties shall have the right, wilhout prejudice to olher rights or remedies, to collect
36        from the purchaser the proceeds fiom the sale of such defaulting party's share of Oil and Gas until the amount owed by
37        such party, plus interest as provided in "Exhibit C," has been received. and shall have the right to offset the amount
38        owed against the proceeds fiom the sate of such defaulting party's share of Oil and Gas.      All puicl!asers of production
39        may rely on a notification of default fi'om the non-defaulting party or parties stating the amount due as a result of the
40        default. and all parties waive any recourse available against purchas«S for releasing production proceeds as provided in
41        this paragraph.
42             If IHI) ~ filils le pa) its MieH ef eest             i9i:iR ette hYnElreel t   eR~
                                                                                               (12Q) Ekl)s afteir HRditieft ef e sW:temeet theRfs:r h)
43        QpemteF? lhe nefl defaulting paAiee, inelu:diAg QJleMteF, &Mii t1pen •e~est ~) Qpeffttef. p~                    the l=lflpaid &fl!tBURl in the
44        pre158Aie1t lhM th:e iRteFeSt ef eaeh geh ~ 'heem te the iR4eresl ef ell weh pafties. The a1tu1H11t f)8id '3' eael1 paA:) se
45        pit) ing Me shaFe ef the unriaid ameHnt shall he seeUTed 1') thl:! lietts M'UI eeet1rit) Pi~ts Eleserihetl in .. rliele "H.B., sad eeeh
46        p~ ing paA) Ma} iRdepe1ulenll) ptH'!Hte ftH) Femed) a ailahle here1:1nde"r ar el:hei ise.
47              Jf •ny party docs not perform all of its obligations hereunder, and the failure to perform subjccls such party lo foreclosure
48        or execution proceedings pursuant to the provisions ur this agreement. to the extent allowed by governing law, the defaulting
49        party waives any available right of redemption from and after the dute of judgment., any required valua1ion or appraisemcnt
SO        of the mortgaged or secured property prior to sale, any available right to stay execution or to require a marshaling of assets
SI        and any reciuired bond in the event a receiver is appointed.             In addition, to the extenl permitted by applicable law, each party
S2        hereby grants lo the olher parties a power of sale as to any property that is subject to the lien and securily rights granted
53        hcrcundc:r, such power to be exercised in the 1nanner provided by applicable law or otherwise in a co1nmcreially reasonable
54        manner and upon reasonable notice.
SS           Elicit party agrees that the other parties shall be entitled to utilize the provisions of Oil and Gas lien law or other lien
S6        law of any state in which the Contract Area is situated to enforce the obligations of each party hereunder. Without limiting
57        the generality of the foregoing, to the extent penniued by applicable law. Non-Operators agree that Operator may invoke or
:58       utilize the mechanics' or matcrialmen's lien law of the state in which the Contract Arca is situated in order to secure the
S9        payment    to   Operator   or    any   sum        due    hereunder     for    seiviccs    performed   or   materials    supplied   by   Operator.
60        C. Advances:
61            Operator • ..c its election, shall have the right from time to time to demand and receive from one or more of the other
62        parties payment in advance of their respective shares of lhe estimated amount of the expense to be incutTed in operations
63        hereunder during the ncit' succeeding month. which right may he exercised only by submission to each such party of an
64        itemized statement of such estimated expense, together with an invoice for im share therco£ Each such statement and invoice
6S        for the payment in advance of estimated expense shall be submitted on or before the 20th day of the next prcx:eding month.
66        llac:h party shall pay 10 Operator its proportionate share of such eslimato within fifteen (IS) days after such estimate and
67        invo~ is received.    If any party fails to pay its shire of said estimate within said lime, the amount due shall bear inteNSt as
68        provided in Exhibit .,C" unlil paid Proper adjustment shaH be made monthly between advances and actual expcn..~ to 1hc end
69        lhat each party shall bear and pay its proportionate share of actual expenses incurred. and no more.
70        D. Defaults and Remedies:
71             lf any party fails co discharge any financial obligation under this agreement, including without limitation the failure to
72        make any advance under the preceding Article VJl.C. or any other provision of this agreement, within the period required                      ror
73        such payment hereunder, then in addition to the remedies provided in Article Vl1.B. or elsewhere in this agreement, the
74        remedies specified below shall be applicable.           For purposes of this Article VILD .• all      noti~s   and elections shall be delivered

                                                                               • 12 -




                                                                                                                                                              SEC 190232
          A.A.P.L. FORM 610 ·MODEL FORM OPERATING AGREEMENT. 1989

          only by Operator. except that Operator shall deliver an)' such notice and election requested by a non-defaulting Non-Operator,
          and when Operator is the party in dcfaul~ the app11cablc notices and elections can be delivered by any Non.Operator.
          Election of any one or more of the following remedies shall not preclude the subsequent use of any other remedy specified
          below or otherwise available to a non-defilulting pony.
              I. Susnension of Right.: Any psrty moy deliver to the party in default a Notice of Default. which shalt specify the default,
          specify the action to be taken to cure the defuult, and specify that failure to take such action will result in the ex.en:ise of one
          or mQre of the remedies provided in this Article.        If the default is not cured within thirty (30) days of the delivery of such
           Notice of Default, all of the rights of the defaulting party granted by this agreement may upon notice be suspended until the
     9     default is cured. without prejudice to the right or the non-defaulting party or parties to continue to enforc.., the obligations of
 JO        the defaulting party previously accrued or thereafter accruing under this agreement. If Operator is the party in default. the
 11        Non-Operators shaH have in addition the right, by vote o( Non-Operators owning a majority in interest in the C"onfract Area
 12        after excluding the voting interest or Operator, to appoint a new Oporator effective immediately, The rights of a defaulting
 13        party that msy be suspended hcrc:undcr al the election of the non-defaulting par1ies shall include, without limitation. the right
 14        to receive infonnation as to any operation conducled hereunder during the period of such defaul~ die right to elect to
 1S       participate in an operation proposed under Article VJ.D. of thi:s agreement, the right to participate in an operation being
 16       conducted under this agreement even if the party ha.• previously elected to psrticipate in such operation, and the right to
 17       receive pr(l(:eeda: or production from any well subject to this agreement
 18            2. Suit for Damages: Non-defaulting psrties or Operator for the benefit of non-defaulting psrties may sue (at joint
 19       account expense) to collect the amounts in defaulti plus interest accruing on the amounts recovered from the date of dcfau1t
20        until the date of collection at the rate specified in Exhibit "C' attached hereto. Nothing herein shall prevent any party from
21        suing any defaulting pany to collect consequential damages accruing to such party as a result of the defaulL
22             3. Deemed Non-('onsent: The non-defaulting party may deliver a written Notice of Non-Consent Election to the
23        defaulting pony at any time after the expiration of the thirty-day """' period following delivery of tho Notice of Default, in
24        which event if lhe billing is for the drilling a new well or the Plugging Back, Sidetracking, Reworking or Deepening of a
2S        well which is to be « has been plugged as a dry hole, or for tho Completion or Recompletion of any well, the defaulting
26        party will be conclusively deemed lo have elected not to participate in the operation and to be a Non-Consenting Party with
27        respect thereto under Articfc Vl.B. or Vl.C., as the case may be., to the extent of the Costs unpaid hy such party.
28        notwithstanding any elcctfon to participate theretofore made.                 lf election is made to rrocecd under this provision, then the
29        non-<lcfaulting pattie5 may not elect to sue for the unpaid amount pursuant to Article VIJ.D2.
JO             Until the delivery of such Notice of Non-Consent Election lo the defaulting porty. such pany shall have the righl lo cure
31        its default by paying its unpaid share of cost.o;; plus interest at the rate set rorth in Exhibil "C: provided. however, such
32        payment shall not prejudice: the rights of the non·dcraulting parties to pun-uc remedies f01 damages incurred by the non-
33        defaulting parties as a result of the dcfaulL Any interest relinquished pursuant to this Article Vll.D.3. shall be offered to the
34        non-defaulting parties in proportion to their interests, and the non.defaulting parties electing to participate jn the ownership
35       ofsuch interest shall be required to contribute their shares ofthe defaulted amount upon their election to participate therein.
J~             4. Advance Payment: If a default is nol cured within thiny (30) days of the deliver)/ of a Notice of Default, Operator, or
37        Non-Operators if Operator is the defaulting party, may thereafter require advance payment from the dctaulting
38        party of such dcfilulting party's anticipsted share of any item of expense for which Operator. or Non-Operators, as the case may
39        be, would be entitled to reimbursement under any provision of this agreement, whether or not such ~pcnsc was the !iUbject of
40       the previous defilult. Such right includes, but is not limited to, the right lo require advance psymcnt for the estimated costs of
4t       drilling a well or Completion of a well as to which an election to participste in drilling or Completion hss been made. If the
42       defaulting party fails to pay the required advance payment, the non.defaulting parties may pursue any of the remedies provided
43       in the Article VrI.D. or any other default remedy provided elsewhere in this agreement. Any excess of funds advanced remaining
44       when the operation is completed and all costs hsvc been paid shall be promptly returned to the advancing par1y.
4S             S. Costs and Attorneys' Fees· [n the event any party II$ required to bring legal proceedjngs lo enforce any financial
46       obligation of a party hereunder, the prevailing party in such action shall be entitled to recover all court costs, costs of
47       collection, and a rca."IDnabie attorney's f1...-c, which the lien provided for herein shall .also secure.
48       E. Rentals, Sbut·ln Well Payments and Minlmum Royalties:
49             Rentals, shut-in well payments and minimum royalties which may be required under the terms of any lease shall he paid
SO       by the party or parties who sut;cctcd such lease to this agreement at its or their expense. In the event two or more parties
SI       own and have contributed interests in the same lease to this agreement. such parties may designate one of such partics to
S2       make said psymonts for and on behalf of all such panics. Any party may request, and shall be entitled lo receive, proper
SJ       evidence or all such payments.            In the event of failure to make proper payment of any rental, shul·in well payment or
S4       minimum royalty through mistake or oversight where such payment is required 10 conlinue lhe lease in force, any loss which
SS       results 1Tom such non-payment shall be borne in accordanc:c wilh the provisions of Ar1iclc JV.B.2.
S6           Operator shall notify Non-Operators of the anticipated complcCion of a sbut~in well, or the shutting in or return to
57       production of a producing well, at least five (S) days (excluding Saturday, Sunday, and legal holidays) prior to taking such
S8       action, <:It at the earliest opportunity permitted by circum::nances, but assumes no liability for fai1ure to do so. In the event of
59       failure by Operator to so notify Non-Operators, the loss of any lease contributed hereto l>y Non-Operators for lliilu~ to make
60       timely payments of any shut-in well pcymcnt shall be borne jointly by the pcrties hereto under the provisions of Article
61       IV.8.3.
62       F. Tues:
63           Beginning with the first ca1endar year alter the effec:tivc date hereof. Operator shaU render for ad val01em taxation all
64       property subject to this agreement which by law should be rendered for such tax.cs, and it shall pay all such taxes assessed
65       thereon before they become delinquent.       Prior to the rendition date, each Non-Operator shall furnish Operator information as
66       to burdens (to include, but not be limited to, royalties, overriding royalties and production payments) on Leases and Oil and
67       Gas Interests contributed by such Non.Operator. If the assessed valuation of any Lease is reduced by reason of its being
68       subject to outstanding excess royalties, ovcniding royalties or production payments, the reduction in ad valorcm taxes
69       resulting therefrom shaU inure to the benefit of the owner or owners of such Lease, and Operator shall adjust the charge to
70       such owner or ownets so as lo reflect the benefit of such reduction. lf the ad valorem taxes arc based in whole or in part
71       upon separate valuatjons of each party's working interest, then notwithstanding anything to the contrary herein, charges to
72       the joint accoum shaJl be made and paid by the parties hereto   in accordance with the We value generated by each pan}'~<;
73       working interc5t.      Operator sha.11 bill the other parti~ for their proportionate shares of all tax payment.<; in 1he manner
74       provided in Edribit 11 c.•

                                                                        - !3.




                                                                                                                                                        SEC 190233
           A.A.P.L. FORM 610-MODELFORM OPERATING AGREEMENT-1989

              lf Operator considers any ta.\': assessment improper, Operator may, at its discretion, protest within the time and manner
          prescribed by Jaw, and prosecute the protest to a final determination, unless all parties agree to abandon the protest prior to final
     3    determination. During the pcndency of administrative or judicial proceedings. Opera.tor may elect to pay, under prote$l, an such taKcs
     4    and any interest and penally. When any such protested a!<s'8Sment shall have been finally detennincd, Operator shall pay lhe tax for
          the joint account, togelher with any interest and penalty accrued, and the total cost shall then be assessod against lhe parties. and be
          paid by them, as provided in Exhibit 11C.•
               Each party shall pay or cause to be pa.id all production, severance. excise, gathering and other taxes imposed upon or with respect
          to the production or handling of such party's share ofOil and Gas produced under the terms of this agreemenl
                                                                      ARTICl,E VIII,
 10                                        ACQUISITION, MAINTENANCE OR TRANSFER OF INTEREST
 11       A. Surrender of Lea...:
 12            The Leases covered by lhis agreement, insof.ir as Ibey embrace acreage in the Conlraet Area, shall not be sum:ndcrcd in whole
 13       or in part unle&'S all parties consent thereto.
 14            However. $hould any party desire to surrender its interest in any Lease or in any portion thereof, such party shall give written
 IS       notice of the proposed surrender to all parties, and lhe parties lo whom such notice is delivered shall have thir1Y (30) clays after
 16       dclivCI)' of the notice within which to notify the party proposing the surrender whether they elect to consent thereto. Failure of a
 17       party to whoin such notice is dclivcral to reply within said 30-day period shall constitute a consent to the surrender of the Leases
 I8       described in tho notice. If all parties do not agree or consent thereto, the party desiring to surrender shall assign, without express or
 19       implied wananty of tide, all of its interest in such Lease. or portion thereof, and any well, material and equipment which may be
 20       located thereon and any rights in production thereafter secured, to the parties not consenting to such surrender. If the interest of the
21        assigning party is or include." an Oil and Gas Interest, the assigning party :;;ha.JI execute and deliver lo the party or parties not
22        consenting to such surrender an oil and gas lease covering such Oil and Gas Interest for a term of one (I) year and so long
23        thcrcallcr as Oil andla Gas is produced from the land covered thCTCby, such lease to be nn the fonn attached hereto as Exhibit "B."
24        Upon such assignment or lease, the assigning party shall be relieved from all obligations thcroafu:r accruing, but not theretofore
2S        accrued, with respect to the interest assigned or leased and the operation of any well attributable thereto, and the assigning party
26        shall have no further interest in the a."isigned or leased premises and its equipment and production other than the royaWes reU!incd
27        in any lease made under the term.• of this Article. The party assignee or lessee shall pay to the party assignor or lessor the
28        reasonable salvage value of the latter's interest in any weirs salvable materials and equipment attributable to the assigned or leased
29        acreage. The value of all salvablc materials and equipment shall be dctcnnined in accordance with the provisions of Exhibit "C," less
30        the estimated cost of salvaging and the estimated cast of plugging and abandoning and restoring the surface. If such value is less
3l        than such cost.. then the party assignor or lessor shall pay to the party assignee or lessee the amount of such deficit. If the
32        assignment or lease is in fiivor of more than one party, the interest shall be shared by such parties in tho proportions that the
33        interest of each bears lo the total interest or all such parties. If the interest of the parties to whom the assignment is lo be made
34        vanes accordins to depth, then the interest assigned shall similarly reflect such variances.
3S            Any assignment, lease or surrender made under this provision shall not reduce or change the assignor's, lessor's or surrendering
36       party's interest as it was immediately before the assignment, lease or surrender in the balance of the Contract Area; and the acreage
37       assigned, leased or surrendered, an<! subsequent operations thereon, shall rwt thercallcr be su!>jeot to the   terms and p1ovisions of this
38       agreement but shall be deemed subject to an Operating Agreement in the fonn of this agreement.
39       B. Renewal or Extensloa of Leases:
40            If any party secures a renewal or replacomcnt of an Oil and Gas Lease or Interest subject to this agreeinent. then all olher parties
41       shaU be notified promptly upon such acquisition or, in the case of a replacement Lease taken before expiration of an existing Lease,
42       promptly upon eApiration of the existing Lease. The parties notified shall have the right for a period of thirty (30) days following
43       delivery or wch notice in which to elect to participate in the ownership of the renewal or reJ'lacement t...ease, insoiar as such Lease
44       affects lands within the Contract Area, by paying to the party who acquired it their proportionate shares of the acquisition cost
4S       allocated to that part of such Lease within the Contract Arca, which •hall be in proportion to the interest held al that time by the
46       parties in the Contrad. Area. Ea.ch party who participates in the purchase of a renewal or replacement Lease shall be given an
47       assignment of its proportionate interest therein by the acquiring party,
48           If some, but less than all, of the parties elect to participate in the purchase of a renewal or replacement Lease, it shall be owned
49       by the parties who elect to participate therein, jn a ratio based upon the relationship of their respective percentage of participation in
SO       the Contract Area to the aggregate of the percentages of participation in the Contract Arca of all partic.." participating in the
SI       purchase of such renewal or replacement Lease. The acquisition of a rcrwwal or repla<;cmcnl Lease by any or all of the parties hereto
52       shall not cause a readjustment of the interests of the parties stated in Exhibit nA," but any renewal or replac<:menl Lease in which
S3       less lhan all parties elect to participate shall not be subject to this agreement but shall be deemed subject to a separate Operating
54       Agreement in the form of this agreement.
SS           If the interests of the parties in the Contract Area vary according lo depth, then their right to participate proportionately in
56       renewal or replacement Leases and their right to receive an assignment of interest shall also reflect such depth variances.
57           The pmvisions of this Article shall apply to renewal or replacement Leases whether they arc for the entire interest covered by
58       the eitpiring Lease or cover only a portion of its area or an interest therein. Any renewal or replacement Lease taken before the
59       expiration of its predecessor Lease, or taken or conlracted for or becoming cffe<;tive within six (6) months after the expiration of the
60       existing Lease. ~haU be subject to this provision so long as this agreement is in effect at the time of such acquisition or al the lime
6t       the renewal or replacement Lease becomes effective; but any Lease taken or contracted fur more than six (6) months allcr the
62       expiration of an existing Lease shall not be dccmcd a renewal er replacement Lease and shalJ not be subject to the provjsions of tbjs
63       agreement.
64           The provisions in this Article shall also be applicable lo extensions of0i1 and Gas Leases.
6S       C. Acremae or C11h Contributions:
66           While this agreement is in force, if any party contracts for a contribution of cash towards the drilling or a well or any other
67       operation on the Contract Area, such contribution shall be paid lo the parly who conducted the drilling or other operation and shall
68       be applied by it against the cost of such drilling or other operation. If the contribution be in the fonn of acreage, the party to whom
69       the contribution is made shall promptly tender an assignment of the acreage, without warranty of title, to the Drilling Parties in the
70       proportions said Drilling Parties shared the cost of drilling the well. Such acreage shall become a separate Contract Arca and, to the
71       extent possible. be governed by provisions identical to this agreement Each party shall promptly notify all other parties cf any
72       acreage or cash contn"butions it may obtain in support of any wen or any other opr..-ration on the Contract Arca. The above
73       provisions shall also be applicabJe to optional rights to cam acreage out.side the Contract Arca which are in support of well drilled
74       inside Contract Arca. Conb'ibutions under the paragraph do not include proceeds from the actual sale of working interest in a wen or lease
                                                                       -14.




                                                                                                                                                       SEC 190234
          A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT - 1989

          hereunder.
     2         lf any party contracts for any consideration relating to disposition of such party's share of               substance.~   produced hereunder,
     3    such consideration shall not be deemed a contribution as contemplated in this Article Vlll.C.
          D. A55ignment; Maintenance of Uniform lntere.i:
                 f.er *"1e f:JY~eH ef wiRteiRiag uRifeFIAi~ ef e Aetahip in the Centfeet ,1\fea ift the Oil end Cns t.eases, Oil and Gas
          lnteFeets, ., ells, e~1:1:ipment &Rd predwetien ee eseel h) UHs agi eemeM B6 JBfl) shell sen, eneum'hef, lfllesfer er FRalte e01er
          dispesilien ef if!s iRteFesl in lhe Oil aed Gm l::N:Ses and Oil anEI G1t:• letefests emMaeed ithin th!: Cenlfaet Ana er in wells,
          efitt:ipMeRC Mid ,,,eduetien Kniess s~eh dispeeifisn ee•et'S Wther.
  9                1. lhe entire iN:eresl eftfle p&ft) iR all Qil and Gas be&!ies, Oil &Rd Gas Interests, ells, e14tiipme&t RAEi predi:teheA, er
 JO                2. an i!ftBlll t:1Rdi.ided pereertt ef the ra'4:)'s pFeseM iRterest in all Oil ftA:d ges bees"s, Oil aRd Gas lelel'ests,      Blls,
 11       eEl'diplflettt fl:REI predttefien ia the CetVaet "Pea.
 12                Every sale. encumbrance, transfer or other disposition made by any party shall be made expressly subject lo this agreement
 13       and shall he made without prejudice to the right of the other parties, and any tnmsferee of an ownership intCl'cst in any on and
 14       Gas Lease or Interest shall be doemed a party to this agreement as to the interest conveyed from and aflcr the offcctive date of
 15       the transfer or ownership; provided, however, that Che other parties shall not he required to recogni7.e any such sale,
 16       encumbrance, transfer or other disposition for any purpose hereunder until thirty (30) days after they have received a copy of the
 I7       instrument or transfer or other satisfactory evidence thereof in writing from the transferor or transferee.              No assignment or other
 18       disposition of interest by a party shall relieve such party of obligations previously incum:d by such party hereunder with respect
 19       to the interest transferred. including without limitation the obligation of a party to pay all costs attributable to an operation
 20       conducted hereunder in which such party has agreed to participate prior to making such assignment, and the lien and security
 21       interest granted by Article VH.B. shall continue to burden the interest transferred t.o secure payment of any such obligations.
 22             u: at any time the interest of any party is divided among and owned by four or more co-owners. Operator, at its discretion.
23        may require such co-owners to ap)X>int a single trustee or agent with fUll authority to receive notices, approve expenditures,
24        receive billings for and approve and pay such party's share of the joint expenses, and to deal generally with, and with power to
25        bind, the co--owners of such party's interest within the scope of 1he operations embraced in thjs agreement; however, all such co-
26       owners shaU have the right to enter into and execute all contracL~ or agreements for the disposition of their respective shares of
27       tho Oil and Gas produced from the Contract Area and they shall have the tight to receive, separately. paymo:nt of the sale
28       proceeds thereof.
29       E. Wal•er ol Rights to Partition:
30           If permitted by the laws of the state or states in which the property covered hereby is located, each party hereto owning an
31       undivided interest in the Contract Area waives any and all rights it may have 10 partition and have set aside to it in severalty its
32       undivided interest therein.
33       I'. Prelereoli•I Righi I• ""••hose1
34       e      EQp1ioMI, Ghoek ihpplieobl~.)
35              Shet1ld IH'I) peft) desife kl sell ell er an) part ef its inter~l6 under this agreemaftt, eT its 1ightti tttttl intt\!Peti~ iH lhe CeHlNet
36         Vee, ft shBll prttmj91l) gP e · ritten netiee te "'1e ether paFties, itft NII iR"ieFffWltieH eeAee11RiHg its pPBJ'esetl dtspesitien, 1ltieh
37       shall iRel\l:de lhe nBffltl anti 1uhhess ef dte rirespeeti e trensferetS ( he n tl9t he Pe&el). illiHg aetl a81e te pW"ehase), the f'kl!Bha:le
38        priee. a legal 8e&ePt,,tieR suf.fieieAt te identify the J'f9pa1t;,, BREI ell ether teFFAs ef the after. The ether J!~es ehaU tfteh ha a Oft
39        eptieHal gn=iar Pighl; Mr a rniriul er tee (19) 00,s after the Heliee is deli1ered, te purehese fer ll:e .itated eensidet=etieft eft the
40        8fttfte tenns anti een&HieM lhe iAleresl .. IUeh Ike ether paft:, prepeses te sell; mul, if this eplienal right is e:nereiled. the
41       J!Yrehesing parties shall share tfte pu•eftttse8 interest in the prftfJBF~ieRs that the iftl:erest ef eaeh 8e&f9 le d=te tetel interest ef ell
42       J'ttNhlsing; paffies. UH e1 er, there shall be fte pi'eferefl\iul Rgflt le pufehase ie \hese elH!tlS heFe BA) pa.Fl) isheis \e mel'tgage
43        ils interesl-s, er te tfensfer title le it11 iitttRsts 1e it.a met=tgegee iR 1ieY er er JNrH&At te fo..eeleswe ef e mer~e ef Us in*eJe9l9,
44       er ta disp9Ae ef ils ifile1'88h1 h) mer=ger>, reeFgefliii!olltiee1 eenselidatien, er b) 98:1e ef ttll ar Auhe&eftliall) all ef ils QiJ an& Gae assets
4S       le aa) patt). er Is) treuefer ef its iMererats te a suhsiclitw) er p&ftml eempaw; ef te a 81:1'3sidift'I') ef a J!l&Fe8t ettlftPflft), er ts en)
46       estHJMllS i11 "RieR .11ueh ,,.m, el\ ns a mej&Fit) eflhe staWt.
47                                                                             ARTICLE IX.
48                                                           INTERNAL REVENUE CODE ELECTION
49              IC, for fcdenal income tax purposes, this agreement and the operations hereunder are regarded as a partnership, and if the
SO       parties have not otherWisc agreed to Conn a tax partnership pursuant to Exhibit 11G" or other agreement between them, each
51       party thereby affected elects to be excluded from the application of all of the provisions of Subchapter "K." Chapter l, Subtitle
52       •A." of the Internal Revenue Code of 1986, as amended ("Cnde"). a.< pcnnitwd and authorized by Section 76 I of the Code and
53       the regulations promulgated thereunder. Operator is authori:ted and directed to e•ecute on behalf of each party hereby affected
54       such evidence of this election as may be required by the Secretary of the Trtasury of the United States or the federal Internal
SS       Revenue Service, including specifically. but not by way of limitation, all of the returns, statements, and the data required by
56       Treasury Regulation §t.761. Should there be any requirement that each party hereby affected give further evidence of this
51       cJ04;tion. each such party shall execute such documents and furnish su<:h other evidence as may be required by the Federal Internal
S8       Revenue Service or ac; may be necessary to evidence tlti:;; election, No such party shaJI give any notices or take any other action
59       incon.'iistcnt with the election made hereby. 1f any present or tuturc income tax laws of the state or states in which the Contract
60       Arca is located or any future income taJC laws of the United States contain provisions similar 10 those in Subchapter "K," Chapter
61       1. Subtitle "A." of the Code, under which an election similar to Iha! provided by Section 761 of the Code is permitted, each party
62       hereby affected sha11 make such election as may be permitted or required by such laws. In making the foregoing election, each
63       such party states that the income derived by such party from operations hereunder can be adequately determined without the
64       computation of partnership t..able income.
6S                                                                         ARTICLll X.
66                                                                CLAIMS AND LAWSUITS
67           Opcs-ator may settle any single unimurcd third party damage claim or suit arising from operations hereunder if the expenditure
68       docs not oxoccd five thousand                                       Dollara ($ S,000.00       ) and if tho payment is in complete settlement
69       of such claim or suit. If the amount required for seUlemc:nt exceeds the above amount, the parties hereto shaJI assume and take over
70       the further handling of the claim or :i;uit, unless su<:h authorily is delegated to Operator. AU costs and expenses of handling settling,
71       or otherwise dificharging such claim or suit shall be a the joint expense of the parties participating in the operation from which the
n        claim or suit arises. Ir a claim is made against any party or if' any party is sued on account of any matter arising from operations
73       hereunder over which such individual has no control because of the rights given Operator by this agreement, such party shall
74       immediately notify all other parties, and the claim or suit shall be treated as any other claim or suit involving operations hereunder.

                                                                            -14-




                                                                                                                                                                 SEC 190235
          A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT - 1989

                                                                       ARTICLE XI.
                                                                    FORCE M AJEURE
              If any party is rcnd<:red unable, wholly or in part, by force majcure lo carry ou1 iis obligations under this agreemcnl, other
          than the obligation fO indemnify or make money payments or furnish seourity, that party shall give to all other parties
          prompt wriUen nolk:e of the force majeurc with reasonably full partK:ulars concerning it: thereupon. the obligations of the
          party giving the notice, so rar as they are affected by the force majeure, shall be suspended during, but no longer than, the
          continuance of the force majeure. The tenn •rorce majeurc," as here employed. shall mean an act of God, strike, lockout. or
     8    other industrial disturi>ancc, act of the public enemy, wnr, blockllde, public riot, lightening, fire, storm, flood or other act of
     9    nature, explosion. governmental action, governmental delay, ~1raint or inaction, unavailability of equipment, and any other
 10       cause, whothcr of the kind •peoilicaliy enumerated above or otherwise, which i• not reasonably within the control of the party
 11       claiming suspension.
 12           The afT~ed party shall use all reasonable diligence to remove the force majeure situation as quickly as practicable. The
 13       niquirement that any fOrce majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes,
 14       lookouts, or other labor difficulty by the party involved, contrary lo its wishes; how all such difficulties shall be handled shall
 IS       be entirely within the discretion of the party concerned.
 16                                                           ARTICl,EXll.
 17                                                              NOTICES
 18           AU notices authorized or required between the parties by any of the provmons of this agreement., unless otherwise
 19      specifically provided, shall be in writing and delivered in pmon or by United States mail, courier service, telegram, telex,
 20       telccopicr or any other form of facsimile, postage or charges prepaid, and addressed to such parties at the addresses listed on
 21       Exhibit •A." All telephone or oral notices permitted by this agreement shall be confinnod inunediately thereafter by written
 22       notice. The originating notice given under any provision hereof shall be deemed delivered only when received by the party to
 23      whom such notice is directed, and the time for such party lo deliver any notice in response thereto shall run from the date
 24      the origirmling notice is received "Receipt" for purposes of this agreement with respect to written notice delivered hereunder
25       shall be actual delivery of the notice to the address of the party to be notified specified in accordance with this agreement, or
26       \o the 1elecopy, facsimile or telex machine of such party. The second or an)' rcspon.i;ive notice shall be deemed delivered when
27       deposited in 1he United States mail or at the office of the courier or telegraph service, or upon tra~mittal by tele", telecopy
28       or facsimile, or when personally delivered to the party to be notified, provided, that when response is required within 24 or
29       48 hours, such response ·shall be given orally or by telephone, telex, tclecopy or other facsimile wilhin such period. Each party
 30      shall have tho right to change its addres.• at any time, and from time to time, by giving written notice thereof to all other
 31      parties. [f a party is not available to receive notice orally or by telephone when a party attempts to deliver a notice required
32       to be delivered within 24 or 48 hours, the notice may be delivered in wr~ing by any other method specified herein and shall
33       be deemed delivered in the same manner provided above for any responsive notice.
34                                                                 ARTICLE XUI.
35                                                              TERM OF AGREEMENT
36            This agreement shall remain in full foroc and effect as fO the Oil and Gas Leases and/or Oil and Gas lntercsts subject
37       hereto for the period of time sclccicd below; provided, howevct. no party hereto shall ever be construed as having any righl, title
38       or intoresl in or lo any Lease or Oil and Ga.• lntcrost contributed by any other party beyond the term of this agrectnent.
39             0 Option No. J• So Jong as any of the Oil and Gas Leases subject to this agreement remain or are continued in
40                  force as to any part of the Contract Arca, whether by production, extension, renewal or o1herwise.
41            a     Qstien )le. 2: In the e ent the ell de9efli&ed ie I'm.ale "I.A.• er Bit) !lt1!seq11eAt ell dFiUN tiRde!' BR) l'f'B isieR
42                  ef this agreemeelo festtl'6 ht '8e C&hlJllelien ef e •ell as a ell eapehle ef preEkietieR ef Oil and/er GaR ifl JIB)ing
43                quantities, dtie apeement ehe:Jl ee'AttnHe le feree se Ieng &1 BA) weh ell is eapa81e ef f)t=BEIHtie1h &ftd feF BR
44                addi\iefl&I  peried ef              de) s thereafter, pre ided, he e er, if, prier te lhe enpimtieft er 9Hf1h
4S                additienal pefte&. eae er ftHM'e af tke pat=Hes heMtu an eRgez;ed 91 tlf:illi"Rg, Re 'eR~lnitt Pe~ening; SitlelNeMRg,
46                ~t1ggifig B1elE, lesfiffg eF &He"'f'liag le Cemrle1e er Re eemf'lete e 1 Etll eF rells herelHldef, ifils agAIHftBftt shall
47                eeetinue iR feree t1ntil Stieh epemtiens he e beSA een'lpleletl and if f"nEhu:1tien res1:1lts therelfem. this agreement
48                shall emt1itwe i11 feree as pre ided herein. IR lhe 11 eet the ell deseflhed iH a\t'tiele VI.•., eP &fl) subseq1:1eA:t ell
49                c.lfilled hreaMer, resalts ifl a dr) hale, and ne ether           ell i11 t1apahle ef predweiAg Qtl anB"er Qais frem the
50                CMt\faet     •ftle, thi1 agiieen ent tihttll tef'fftitlie'e unlene dri11int; Qeepefling. Sidet.meking, Cs1trpleling, Re
51                eet11plettng. PluggiRg Baelt BF Re 'EN"lei11g epefflliens &Fe BBffHHBRSed wilhiA                              ~ #Fem the
S2                date ef HaRd8Rfflel'R ef said ell. " 4 \9ande1un8ftt'1 re. 9lleh '"'"PBH eAall ll\e&ft either Ei) 8 deeisiee e~ all pefties
53                ttet le eendviet IHI) Atfth:er &))ef8tiens en the 1ell er (H) the elapse ef 180 de)s #fem the eeHdwet ef BA)
S4                flf'er&tiens ea the 1ell, ohieh~ er fif&t eeetlf8!.
55           The termination of this agreement shall not relieve any party hereto from any e:\pense, liability or other obligation or any
56       remody thcref« which has accruW or attached prior to the date of such termination.
S7           Upon termination of this agreement and the r.atisfactiQn of al1 obligations hereunder. in the event a memorandum of this
58       Operating Agreement has been filed of record, Operator is authori1.ed to file of record in all necessary recording offices a
59       notice of tenninalion. and each party hereto agrees to execute :;uch a notice of termination as 10 Op~ator's interest, upon
60       request of Operator. if Operator has satisfied all its financial obHgalions.
61                                                          ARTICLE XIV.
62                                              COMPLIANCE WITH LAWS AND REGULATIONS
63       t\. Laws, Regulallom alld Orders:
64           This agrceinent shall be subjoo to the applicable Jaws of the state in whfoh the Contra<:t Area is located, to lhe valid rules,
65       regulations, and orders of any duly constituted regulatory body of said state: and lo all other applicable federal, state,
66       and local laws, ordinaoccs. rules.• regulations and orders.
67       B. Covernillg Law:
68            Thls agreement and all matter5 pertaining he~eto, including but not limited to matters or performance, non·
69       performance, breach, remediei;, procedures1 rights, duties, and interpretation or construction, shall be governed and
70       determined by the law of the state In which th.C Contract Area Is located. Jr the Contract Area js in two or rnore slates,
71       Che law of the state of_...
                                  T...
                                     cx.,a,.s_ _ _ _ _ _ shaJI govern.
72       C. Regulatory Agenda;
73           Nothing herein contained 5haJ1 grant, or be construed to grant, Operator lhe right or authority lo waive or release any
74       rights. privileges, or obligalfons which Non-Operators may have under fedt..nl or slate laws or under rules. regulations or

                                                                       -16.




                                                                                                                                                SEC 190236
       A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT - 1989

       orders promulgated under such laws in reference tn oil. gas and mineral operations. including the location, operation, or
       productjon ofweJJs, on tracts offsetting or adjacent to the Contract Arca.
                   With respect to the operations hereunder, Non-Operators agree to release Operator from any and all losses, damages,
        injuriu, claims and causes of action arising out of, incident to or resulting directly or indirectly from Operator's interpretation
       or application of rules, rulings, regulations or orders of tho Department of Energy or federal Energy R"8Ulatoiy Commission
       or predecessor or successor agencies to the extent such interpretation or application was made in good faith and docs not
        constitute gross negligence.        Each Non-Operator further agrees to reimburse Operator for such Non-Operators share of
        production or any refund. fine, levy or other governmental sanction that Operator may be required to pay as a result or sui;:h
       an incorrect interpretation or application, together with interest and penalties thereon owing by Opmtor as a result of such
 JO     incom:ct intezpre1alion or application.
 II                                                                    ARTICLE XV.
 12                                                                 MISCELLANEOUS
 13    A. Execution:
 14         This agreement shall be binding upon each Non-Operator when this agreement or a counterpart thereof has been
 IS    executed by such Non-Operator and Operator notwithslanding that this agreement is not then or thereafter exeeulL-d by all of
 16    the parties to which it Is tendered or which arc listed on EJthibit "A" as owning an interest in the Contract Arca or which
 17    own, in facl, an interest in the Contract Area. Operator may, however, by written notice to all Non-Operators who have
 18    become bound by this ajlrceincnt as aforesaid, given at any time prior 10 the actual spud dale of tho Initial Well but in no
 19    event later than five days prior to the dale specitied in Article VI.A, for commencement ('lf the Initial Welti terminate this
 20    agreement if Operator in its sole discretion determines that there is insufficient participation to jui..1ify commencement of
21    drilling opcrationa. In the event of such a tenninalion by Operator, all further obligatioos of the parties heroumler shall cease
22    as or such tennination. In the event any Non-Operator has adv11JJced or prepaid any share of drilling or other costs
23     hereunder, all sums so advanced shall be returned to such Non-Operator without interest.                   In the event Operator procoe<ls
24    with drilling opcralions for the Initial Well without the execution hereor by all persons listed on Exhibit "A" as having a
2S     cumml working inlercst in such well, Operator shall indemniry Non-Operators with ret.'J>CCl to all costs incurred for the
26     lnitial Well which would have been charged to such pcrn>n wider this agreement if such person had executed the same and
27    Operator shall receive all revenues which would have been received by such person under this agrec1ncnt if such person had
28    executed lhe same,
29    B. Successors and A11igm:
30          This agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs,
31    devisees, legal representatives, successors and assigns, and l~ terms hereof shall be deemed to nm with the Leases or
32    Interests included within the Contract Area.
33    C. Counterparts:
34          This instrument may be executed in any nu1nber of counterparts, each of which shall he considered an original for all
JS    purposes.
36    D, Severabllity:
37          For the purposes cf a.~suming or rejecting thi$ agreement as an cxcculory contract pursuant to federal bankruptcy laws,
38    this agreement shal1 not be severable. but rather must be assumed or rejccled in its entirety. and the failure of any party lo
39    this agreement to comply with all of its financial obligations provided herein shall he a material default.
40                                                                    ARTICLE XVI.
41                                                                OTHER PROVISIONS
42
43    This Joinl Operating Agreement i.'i subject to the additional ter1ns and provisjons which are contained in Article XVI attached hereto.
44
4S
46
47
48
49
so
SI
S2
SJ
S4
SS
S6
51
58
59
60
61
62
63
64
6S
66
67
68
69
70
71
n
73
74
                                                                       - l7-




                                                                                                                                                    SEC 190237
         AA.P.L. FORM 6!U - MODEL FORM OPERATING AGREEMENT- 1989

              IN WffNESS WHEREOF, this agreement shall beclTcclive as oftbe 2st day ofJanuary, 2010.

                                                                         OFERATOR

                                                                         RAW OIL & GAS, INC.


     4
                                                                         Joe D. Hardin
                                                                         Type or print name

                                                                         TiUe President




                                                                        Tax ID or S.S. N o . - - - - - - - - - - - - -

 9                                                      NON-OFERATORS

IO
                                                                        RAWENERGY,LC
11
                                                                   By
12
                                                                        Joe D. Hardin
                                                                        Type or print name
13
                                                                        Title Manager
14
                                                                        Date
IS
                                                                        Tax lD or S.S. No.
16

17                                                                      SMn'H ENERGY COMFANY

18                                                                 By

19                                                                      Lester Smilh
                                                                        Type or print name
20
                                                                        Title PrOliident
21
                                                                        Date
22
                                                                        Tax ID or S.S. No.
23
                                                                        MARK r. HARDWICK
24
                                                                   By
25
                                                                        Date
26
                                                                        Tax ID or S.S. No.
27

28                                                                      STEVE BLAYWCK

29                                                                 By   -----------------~
                                                                        Date _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __
30

31                                                                      Tax ID or S.S. N o . - - - - - - - - - - - - -


32
                                                                        ELGER EXPLORATION INC.
33

34                                                                      Jerry El2cr
                                                                        Type or print name
3S
                                                                        Title President
36


37
                                                                        Tax ID or S.S. N o . - - - - - - - - - - - - -
                                                            -20-




                                                                                                                         SEC 190238
          A.A.P.L. FORM 6i 0 - MODEL FORM OPERATING AGREEMENT - 1989


                                                                      ACKNOWLEDGMENTS
     2
                Note: The following forms of acknowledgment are the short forms approved by the Uniform Law on Notarial Acts.


          The validity and effect of these forms in &llJI state will depend upon the statutco of that state.



          Acknowledgment in representative capacity:


          State of Texas
                                                SS.
          County of Lubbock

          This insllumcnt was acknowledged before me on this _ _ day o f - - - - - - - - - - - • 2010, by Joe D. Hardin as
          President ofRAW OIL & GAS, INC.
  9
          (Seal, if any)
 10
                                                                                       TiUe(and Rank) _ _ _ _ _ _ _ _ _ _ _ _ __

 II
                                                                                       My commis.tiion e x p i r e s : - - - - - - - - - - - - -
 12


 13
         State ofTexas
 14                                          s•.
         County of Lubbock
 IS
         This instrument was acknowledged before me on this _ _ day of _ _ _ _ _ _ _ _ _ _ _~ 2010, by Joe D. Hardin as
16       Manager ofRAW ENERGY, LC.


17       (Seal, if any)

                                                                                      Title(andRank) _ _ _ _ _ _ _ _ _ _ _ _ _ __
18


19                                                                                    My commission e x p i r e s : - - - - - - - - - - - - -

20

         State ofTexas
21
                                            SS.

         County o f - - - - -
22
         This insirumcnt was acknowledged before me on this _ _ day of _ _ _ _ _ _ _ _ _ _ _ _., 2010, by Lester Smith as
23
         Prc!;ident ofSMITll ENERGY COMrANY.

24
         (Seal, if any)

25
                                                                                      Title(andRank) - - - - - - - - - - - - - - -

26
                                                                                      My commission e x p i r e s : - - - - - - - - - - - - -

27

28       lndividwd acknowledgment:

29       State ofTexas
                                        ) SS.
30       County of Midland              )

31             This instrument was acknowledged before me on this _ _ day of _ _ _ _ _ _ _ _ _ _ _,, 2010, by MARK                           r.
         HARDWICK.

         (Seal, if any)

                                                                                      TiUe(andRank) _ _ _ _ _ _ _ _ _ _ _ _ _ __


                                                                                      My commission e x p i r e s : - - - - - - - - - - - - -
35

36


37


                                                                            -20-




                                                                                                                                                   SEC 190239
       A.A.P.L. FORM 61U - MODEL FORM OPERATING AGREEMENT - 1989


      Individual acknowledgment;

      State ofTexas

      County of Midland
                                   )
                                   )
                                       "·
         This instrument was acknowledged before me on this _ _ day of----------~ 2010, by STEVE
      BLAYLOCK.

      (Seal. if any)

                                                               TiUe(andRank) _ _ _ _ _ _ _ _ _ _ _ _ __


                                                               My commission e x p i r e s : - - - - - - - - - - - -




 10   State ofTe•u

 11   County of _ _ __
                                       ...
 12   This instrument was acknowledged before me on Ibis _ _ day o f - - - - - - - - - - - • 2010, by Jerry Elger as
      President of ELGER EXPLORATION INC.
 13
      (Seal, if any)
 14
                                                              Title(andRank) _ _ _ _ _ _ _ _ _ _ _ _ __
 IS
                                                              My tommission e x p i r e s : - - - - - - - - - - - -
 16

 17


 18


19

20

21

22

23

24

2S

26

27

28


29

30

31

32

33

34


JS

36

37


                                                       -20-




                                                                                                                       SEC 190240
                                        JOINT OPERATING PROVISIONS

                                                    ARTICLE XVI

                                To be attached to and made a part of that certain Joint
                                Operating Agreement dated January 2, 2010, between
                                           Raw Oil & Gas, Inc. as Operator
                                 and Smith Energy Company, eta!, as Non-Operator


A. !£iyalties. Overriding Rovalties and Other Pavments:

         I. As used herein, the term "Existing Burdens" shall apply separately to each Lease and means all
royalties and overriding royalties and other payments carved out of the Leasehold estate with which each Lease
covered by this Operating Agreement is burdened as of the effective date hereof.

        2. Each party shall pay or deliver, or cause to be paid or delivered, its proportionate part of all Existing
Burdens and shall hold the other parties free from any liability therefor.

B. Rentals Shut-in Well Pavments and Minimum Royalties:

         I. All rentals, shut-in well payments and minimum royalties which may be required under the terms of
any Lease shall be administered and paid by Operator and charged to the Joint Account except where otherwise
expressly provided to the contrary in this Operating Agreement. Any party may request and shall be entitled to
receive proper evidence of all such payments.

          2. Operator shall diligently attempt to make or cause to be made proper payment of any rentals and/or
shut-in well payments and/or minimum royalties under the foregoing provisions, but Operator shall not be held
liable to the other parties in damages fur the Joss of any Lease or interest therein it; through mistake or oversight,
any rental and/or shut-in well payment and/or minimum royalty is not paid or is erroneously paid. The loss of any
Lease or interest therein which results from Operator's failure to pay or an erroneous payment of rental and/or a
shut-in well pay.ment and/or a minimum royalty shall be borne jointly by the parties hereto under the provisions of
Article IV.B.3.

         3. Each party hereto shall be obligated to bear its proportionate part of any and all rentals necessary to
continue in force and effect the Oil and Gas Leases covered by this Agreement unless and until it timely gives the
notice provided for in the next sentence hereof. If any party does not wish to bear its proportionate part of any
rental necessary to continue in force any Lease covered by this Agreement, such party may give Operator and a\1
other parties hereto written notice of such election, and the party giving such written notice sha\1 be released of
obligation to bear its proportionate part of any rentals which accrue under the terms of the Leases specified in such
written notice at any time after thirty (30) days after the date Operator receives such party's aforesaid written
notice. Unless mutually agreed, otherwise, the proportionate part of the rental attributable to any such Lease which
would have been borne by the party giving the aforesaid written notice shall be borne by the parties hereto who do
not exercise the aforesaid election, in the proportion that the interest of each bears to the total of their Interests, and
the party giving the aforesaid written notice of election not to pay its part of such rental shall assign, without
express or implied warranty of title, all of its interest in the Lease or Leases specified in said written notice to the
aforesaid parties in the respective proportions that they bear the rental on any such Lease or Leases.

C. Removal of Operator-Vote of all Parties.

         Operator may at any time be removed with or without cause by the affirmative vote of the owners of the
majority interest in the Contract Area based upon ownership as shown in Exhibit "A".

D. Transition.

         Upon the selection of the successor operator, the Operator who has been removed or has resigned shall
promptly deliver to the successor operator all original records relating to operations on the Contract Area,
including current accounting information with regard to the status of the joint account, information concerning all
invoices not yet paid by the operator who has resigned or been removed, all logs, maps and all other information
concerning operations. Duplicating expenses required by virtue of the change of operators shall be charged to the
joint account.

E. Financing Statement.

         The security interest granted to each Operator and Non-Operator under Paragraph VII.B. of this
agreement which secures pa}Illent of each party's share of costs and expenses of operations shall extend to each
such party's share of all Oil and Gas, equipment, fixtures, personal property, accounts, inventory and general
intangibles and proceeds or products thereof relating or pertaining to the Leases and lands included in the Contract
Area as described in Exhibit "A" attached hereto. For purposes of compliance with TEXAS BUSINESS AND
COMMERCE CODE, Sec. 9.302, each party agrees that this instrument shall serve and may be filed as a financing
statement to perfect the security interest mutually granted herein. In that regard, each party hereto agrees that its
signature below shall be its signature as debtor of an appropriate fmancing statement, and that fur purposes of
compliance with the requirements of Sec. 9.402 of the TEXAS BUSINESS AND COMMERCE CODE each




                                                                                                                              SEC 190241
 secured party and debtor's names and addresses are as follows:


                      The names and addresses             The names and address
                      of secured parties are:             of debtors are:

                      SEE EXIDBIT "A"                              SEE EXlllBIT "A"

          The collateral to which the security Interests apply are all of each debtor's interest in Oil and Gas,
 equipment, fixtures, personal property, accounts, inventory and gen~ral intangibles ~d proc~s or products
 therwf relating or pertaining to the Oil and Gas Leases covered by this agreement and mcluded m the Contract
 Area as described in Exhibit "A".

 F. Deemed Non-Consent for Defaulting Payment.

          If the lien conferred in Article VII.B has been enforced, or if any party to this agreement shall fail to pay
its share of costs and expenses incurred in operations of the Contract Area for a period of90 days from the date of
Operator's invoice therefor, Operator may notify the affected party of its default by certified mail, return receipt
requested, and if such party fails to cure the default within 10 days from the date of receipt of Operator's notice, by
payment in full of all invoices for operating costs which have been due for more than 30 days, the affected party
shall be deemed in non-consent status and fur so Jong as the affected party remains in defirnlt it shall have no ·
further access to the Contract Area or information obtained in connection with operations hereunder and shall not
be entitled to vote on any matter hereunder. As to any proposed operation in which ii otherwise would have the
right to participate, such party shall have the right to be a Consenting Party therein only if it pays the amount it is
in default before the operation is commenced; otherwise it automatically shall be deemed a Non-Consenting Party
to that operation. Nothing herein shall affect each party's right to protest any item charged to the joint account by
Operator under the provisions of Article I.5. of Exhibit "C" attached hereto.

G. Trustee's Sale fur Defuulting Payment.

           If Operator should elect to proceed to fbreclose the lien of Operator as against the interest of a Non-
Operator having an interest in the Contract Area, this operating agreement does hereby include provisions for non-
judicial sale under the laws of the State of Texas and David Cotton is hereby appointed as Trustee for such
purpose. Upon such defuult, said Trustee or Operator shall at least 21 days preceding the date of nonjudicial sale
 serve written notice of the proposed sale by certified mail to Non-Operator according to records of Operator.
 Service of such notice shall be deemed completed upon deposit of a notice enclosed in a post-paid wrapper properly
addressed to the Non-Operator and each other party obligated to pay such obligations at the most recent address or
 addresses as shown on the records of Operator in a post office or other official depository under the care and
custody of the United States Postal Service. The affidavit of any person having knowledge of the facts to the effect
that such service was completed shall be prima facie evidence of the fact of service. After such notice, said Trustee
shall proceed to sell all of the Interests ofNon·Operator in the Contract Area at public auction to the highest bidder
 for cash after having given notice of the time and place of sale and in the manner and after the advertisement of
such sale as now required by the statutes of the State of Texas in making sales ofreal estate under deeds of trust.
Sale of a part of the realty would not exhaust the power of sale and sales may be made from time to time until all of
the property is sold or the obligations paid in full. Said Trustee shall have authority to appoint an attorney in fact
to act as Trustee in conducting the foreciosure sale and executing a deed to the purchasers; and it is further agreed
that said Trustee or his successor may sell said property together or in lots and/or parcels as to him shall deem
expedient and after such sale as aforesaid shall make, execute and deliver to the purchaser or purchasers thereof
good and sufficient deeds, assignrnenta or other lawful conveyances to vest in said purchaser or purchasers title to
the Non-Operator's interest in the Contract Area in fee simple together with all personal property used or obtained
in connection therewith and together with all of the proceeds of production attributable thereto including proceeds
of production held by any party fur the payment to Non-Operator. From the proceeds of said sale said Trustee shall
first pay all charges, costs and expenses in executing these provisions and secondly pay any sums due by the
Trustee for taxes in the preservation of the security and thereafter pay all of the remaining sums to Operator fur the
satisfaction of the debts ofNon-Operator hereunder and the balance, if any, shall be paid to Non-Operator.

         It is agreed that such sale shall be a perpetual bar against Non-Operator and its heirs, successors and
assigns and legal representatives and all other persons claiming under him, them or any of them. It is further
agreed that said Trustee or any holder or holders of said obligation of Operator shall have the right to become the
purchaser or purchasers at such sale if they are the highest bidder or bidders in which event the bid or bids may be
credited upon said indebtedness of Non-Operator. It is stipulated and agreed that in case ofany sale hereunder by
Trustee or his successor all prerequisites of said sale shall be presumed to have been performed and any
conveyance given hereunder, all statements of fuel or 'recitals therein made as to the non-payment of money
secured or as to anyderault under the terms hereof or as to the request of the Trustee to enforce this trust or as to
the proper and due appointment of any successor or substitute Trustee or as to the advertisement of sale or the time,
place and terms of sale or as to any other preliminary act or thing shall be taken in all courts oflaw and equity as
prima facie evidence that the facts so stated are true. Operator may appoint a substitute or successor Trustee in the
event the Trustee above named is unable for any reason to serve.

H. Drill or Out

         Notwithstanding any nrovisions to the contrary contained in Article VI.B. should any party hereto. after
receiving notice from Operator of a pr0P083l lo drill a well on the Contract Area. other !ban the well provided fur




                                                                                                                          SEC 190242
  in Article VI.A fail to timely notify Operator of its election to participate in such proposal or should a party elect
  not to participate in the drHling proposal. it is hereby agreed that such party shall relinquish and assign to the
  participating parties all of its Leasehold interest in and to the well and the p~oration unit allocated to such we!~.
  Additionally. in such event. such non-participating party shall release. relinquish and surrender and forever forf~1t
  proportionately to the participating parties. all of the non-participating partY's interest in and to all proration umts
  which are adjoining and/or contiguous to the proration unit allocated to such proposed well except for any thereof
  on which a well is situated and in which well the nonparticipating partv participated in the drilling.

  By way of illustration. in the event a 40 acre proration unit in the form of a square is allocated to a proposed well,
  then a non-participating partv shall forfeit. release and relinquish all interest in such 40 acre proration unit
  together with the eight immediately surrounding and adjoining 40 acre proration units with the exception
  indicated.

 Notwithstanding any provision to the contrary contained in Article VL. Non-Operator upon receiving Ooerator's
 recommendation With respect to an attempted Completion shall within the time period set forth herein. notify
 Operator of its election to participate in a proposed Completion attempt. Failure to so notify Operator shall be
 deemed an election by Non-Operator not to participate. In the event that any Non-Operator elects not to participate
 in the Completion attempt. the Non-Consenting Party shall relinquish and assign to the participating parties all of
 its Leasehold interest in and to the well and the proration unit allocated to such well. only insofar as to the interval
 or formation which is subject to the Completion attempt. Additionally. in such event. such non-participating party
 shall relinquish and surrender and forever forfeit proportionately to the participating parties all of the non-
 participating partv's interest in and to all proration units which are adjoining and/or contiguous to the proration
 unit allocated to such well. only insofar as to the interval or fonnation which is subject to the Completion attempt.

 With regard to Deepening OPerations. any Non-Consenting Party shall forfeit proportionately to the participating
 parties all of the non-participating party's interest in depths greater than the depth drilled in an operation for which
 such         non-participating partv had previously consented. The interest of any party in such relinquished and
 forfeited Leasehold rights shall be assigned proportionately to the participating parties bv the non-participating
 party without warranty of title excep! as to claims, by. through or under Assignor. and shall be free of burdens
 except those created prior to the time the non-participating party acquired his interest in the Leasehold estate so
 forfeited.

 I. Sales Necessitating Senarate Measurements.

          In the event of transfer, sale, encumbrance or other disposition of interest within the Contract Area which
 neces.~itates separate measurement of production, the party creating the necessity  for such measurement shall alone
 bear the cost of purchase, installation and operation of such facilities.

 J. Internal Revenue Code Election.

         This Operating Agreement shall not create any mining partnership, commercial partnership or other
partnership relation or joint venture, and the liabilities of each of the parties hereto shall be several and not joint.
However, solely for Federal and State income tax purposes, the parties elect to be taxed as a partnership in
accordance with the Tax Partnership Agreement attached as Exhibit "G" hereto, but such relationship shall not be
a partnership to any other extent or for any other purpose. Notwithstanding anything lo the contrary herein, the
parties hereto agree that, with respect to all operations conducted hereunder, each party hereto agrees to elect to be
excluded from the application of Subchapter K of Chapter I of Subtitle A of the Code, and each party agrees to join
in the execution of such additional documents and elections as may be required by the Internal Revenue Service in
order to effectuate the foregoing. In addition, if the income tax laws of any state in which the parties conduct
operations pursuant to the terms of this Agreement contain provisions similar lo those contained in Subchapter K
of Chapter I of Subtitle A of the Code, the parties hereby agree to elect to be excluded from the application of such
provisions.

K. Memorandum of Qperating Agreement.

         Within ten (10) days from the execution of this operating Agreement, each party agrees to execute a
"Memorandum of Joint Operating Agreement" to be filed of record in Lynn and Terry Counties, Texas, imparting
constructive notice that the Contract Area is subject to all of the terms, conditions and provisions contained in this
agreement.

L. Power of Attorney.

          Each Non-Operator designates Operator as its respective attorney-in-met for the purpose of executing on
behalf of such Non-Operator all instruments of release; all oil purchase agreements, gas purchase agreements and
amendments !hereto; all amendments to existing Leases in the Contract Area deemed necessary by Operator and
all filings required by regulatory agencies relating to operations on the Contract Area including without limitation
all NGPA filings, filings required by the Federal Energy Regulatory Commission and !he Railroad Commission of
the State of Texas. This Power-of:.Attorney may be revoked only by revocation signed and acknowledged by the
revoking non-operator, and filed fur record in Lynn and Terry Counties, Texas, a copy of which shall be forwarded
to operator.

M. Area of Mutual Interest.




                                                                                                                             SEC 190243
        (1) The parties hereto hereby create an Area of Mutual Interest (the "AMI") comprising all of the
Contract Area covered by this Operating Agreement.

         (2) During the term of the AMI, if any party hereto ("the Acquiring Party") acquires any Oi.l and Gas
Lease, or any interest therein, any unleased mineral interest or any farmout, sublease or other contract with respect
thereto which covers or affects any lands or minerals lying within the AMI ("the offered Mineral Interest"), the
Acquiring Party shall promptly notify each of the other parties hereto ("Offeree") of such acqu~sition. In su~h
event, such Offeree shall have the right to acquire his or its proportionate interest in the offered Mineral Interest m
accordance with the other provisions of this Article XVI I.

          (3) Promptly upon acquiring the offered Mineral Interest, the Acquiring Party shall, in writing, advise
each Offeree of such acquisition. The notice shall include complete xerox copies of the instruments of acquisition
including, by way of example but not of limitation, such copies of the Leases, assignments, subleases, farmouts .or
other contracts acquired by the Acquiring Party creating or affecting the offered Mineral Interest, together with
such copies of paid drafts, plats depicting the exact location of the acreage covered or affected thereby, Lease
brokers' reports and any other title data relating thereto. The Acquiring Party shall also enclose an itemized
statement of the actual costs and expenses incurred by the Acquiring party in acquiring the offered Mineral Interest
("Acquiring Costs"). Each Offeree shall have a period of fifteen (15) days after receipt of the notice within which
to furnish the Acquiring party written notice of his or it.~ election to acquire his or its proportionate interest in the
offered Mineral Interest. If, however, a well in search of oil or gas is being drilled on lands situated within the
AMI or on lands situated outside the AMI of which the result could be expected to materially affect the value of the
offered Mineral Interest, each Offeree shall have a period of forty-eight (48) hours after receipt of the notice
(exclusive of Saturdays, Sundays and legal holidays) within which to elect to acquire his or its proportionate
interest in the offered Mineral Interest. It is provided, however, that the forty-eight (48) hour election period shall
not apply unless the Acquiring Party shall give written notice to each Offeree within two (2) days after the date on
which the Acquiring party acquired the offered Mineral Interest exclusive of Saturdays, Sundays and legal
holidays. In addition thereto, the Acquiring Party shall also:

         (i)          furnish each Offeree with the approximate location of the well then being drilled and the
                      name of the operator or drilling contractor drilling the well; and

         (ii)         specifically advise each Offeree that each Offeree shall have a period of forty-eight (48) hours
                      (inclusive of Saturdays, Sundays 1111d legal holidays) within which to elect to acquire his or its
                      proportionate interest in the offered Mineral Interest.

           The above infurmation shall be in addition to the information and copies of instruments to be furnished in
 connection with the acquisition of the offered Mineral Interest as provided hereinabove. If the Acquiring Party
 does not receive written notice of election from any Offeree to acquire his or its proportionate interest within the
 fifteen (15) day or forty-eight (48) hour period, as the case may be, such failure shall constitute an election by such
 Olferee not to acquire his or its interest in the offi:red Mineral Interest. Written notice from the Acquiring Party to
 each Offeree and written notice of election from each Offeree to the Acquiring Party shall be deemed given when
 delivered if delivered in person, one day after deposit with an overnight carrier such as Federal Express for delivery
 on the next calendar day and the day of transmission by telecopy (if confirmed by notice sent by Federal Express or
a similar overnight carrier for receipt the next day). Each Offerce accepting the offered Mineral Interest shall be
entitled to participate in the offered Mineral Interest in the proportion to which his or its ownership interest as set
 forth in Exhibit "A" bears to the total ownership Interests as set forth in Exhibit "A" of the Acquiring Party and all
 other Offerees who have elected to acquire their proportionate interest in the olfered Mineral Interest. Promptly
 after the period for the election has expired, the Acquiring Party shall invoice each Offi:ree electing to acquire his
or its Interests in the offered Mineral Interest for his or its proportionate part of the Acquisition Costs. In the event
an Offeree elects not to acquire his or its proportionate interest therein, then the Acquiring Party and each of the
 other Offerees who elect to participate in the offered Mineral Interest shall bear the Acquisition Costs atbibutable
to such non-acquiring Offeree's interest in the proportion to which such participating party's expense bearing
interest in the AMI at such time bears to the aggregate expense-bearing interest in the AMI at such time of the
Acquiring Party and such other Offerees who so elect to participate. Each Offeree shall immediately reimburse the
Acquiring Party for his or its share of the Acquisition Costs as reflected by the invoice. Upon receipt of such
reimbursement or, in the case of a farmout or similar agreement at the time the acquiring party receives its
assignment or other instrument. the Acquiring Party shall execute and deliver an appropriate, recordable
assignment to each participating Offeree. If the Acquiring Party does not receive the amount due from a
participating Olfercc within five (5) days after receipt by such Offeree of the invoice fur its share of the Acquisition
Costs, the Acquiring Party may, at his or its election and without prejudice to other existing remedies, give written
notice to such delinquent party that the failure of the Acquiring Party to receive the amount due within furty-eight
(48) hours (exclusive of Saturdays, Sundays and legal holidays) after receipt of such notice by the delinquent
Offeree shall constitute a withdrawal by the delinquent Offeree of its furmer election to acquire the interest and
such Offeree shall no longer have the right to acquire 1111 interest in the offered Mineral Interest. In the event the
Acquiring Party does not receive the amount due within· such furty-eight (48) hour period, the delinquent Offeree
shall be deemed to have elected not to participate and the Acquiring Party shall succeed to and own the entirety of
the interest in the offered Mineral Interest which the delinquent Offeree would have owned and the Acquiring
party shall bear the delinquent Offeree's proportionate share of the Acquisition Costs.

          (4) In the event less than all of the Offerees elect to acquire their proportionate interest in the offered
Mineral Interest, then the portion of the lands covered by the offered Mineral Interest shall be automatically
deleted from the AMI and the Contract Area covered hereby without the necessity of Operator or any Non-Operator
executing a document amending the AMI and this Operating Agreement to reduce the AMJ and the Contract Area




                                                                                                                            SEC 190244
 to exclude such lands therefrom. The Acquiring Party and the Offerees electing to acquire the Interests in the
 offered Mineral Interest shall be deemed to have agreed to operate the offered Mineral Interest in accordance with
 the terms and provisions of this Operating Agreement, except that the offered Mineral Interest shall constitute the
 Contract Area covered thereby. Exhibit "A" shall list the names and addresses of the parties owning the offered
 Mineral Interest and the Interests in which they own the same, and Operator shall be named Operator therein
 unless Operator did not participate in acquiring his interest in the offered Mineral Interest, in which event the
 parties agreeing to participate in the offered Mineral Interest shall select an Operator from among themselves,
 which Operator shall be elected by the affirmative vote of two or more such parties owning a majority interest
 based on their ownership of the offered Mineral Interest, and not on the number of parties electing to participate.
 The Acquiring Party and the Offerees electing to acquire their Interests in the offered Mineral Interest shall enter
 into an Operating Agreement reflecting the same immediately after agreeing to own jointly the offered Mineral
 Interest, but the railure to enter immediately into such an Operating Agreement shall not prevent the owners of the
 offered Mineral Interest from operating, developing and maintaining the same in accordance with the terms hereof,
 unless Operator elects not to participate and such parties are unable to agree on the election of an operator.

          (5) Any assignment made by the Acquiring Party shall be made free and clear of any burdens placed
 thereon by the Acquiring Party but otherwise without warranty of title, except as to acts by, through and nnder the
 Acquiring Party, but not otherwise. The assignment shall be expressly made subject to and each assignee shall
 expressly asswne his or its portion of all of the obligations imposed by the instrument creating or affecting the
 offered Mineral Interest.

          (6) If the interest of any party hereto in the AMI should vest in three or more parties, those parties shall
 designate one of them to whom a!l notices provided for in this AMI are to be given and shall promptly furnish the
 other parties hereto the name and address of the designated party. If the Acquiring Party has not received the
 name and address of the designated party, the notice of the acquisition shall be directed to all of the parties having
 an interest in the AMI according to the Exhibit "A" which is then a part of this Operating Agreement.

          (7) If the instrument creating or affecting the offered Mineral Interest covers lands situated both within
and outside the AMI, the Acquiring Party may, at his or its option, offer either all of the offered Mineral Interest or
only that portion of the offered Mineral Interest covering lands situated within the AMI. Ifless than the entirety is
offered, the Acquisition Costs shall be prorated between the acreage covered by the offered Mineral Interest
situated within the AMI and the acreage situated outside the AMI and the Acquiring Party shall bear all of the
Acquisition Costs attributable to such outside acreage and the Acquiring Party and the Offcrees who elect to
participate shall bear their proportionate share of the Acquisition Costs attributable to the acreage within the AMI.
 If the entirety of the premises covered by the Mineral Interest is offered and each party hereto acquires it
proportionate interest therein, the lands lying outside the AMI shall become a part of the Contract Area covered
hereby and the AMI shall thereby be automatically enlarged without the necessity of operator or any Non-Operator
executing a document amending the AMI and this Operating Agreement to enlarge the AMI to include such lands
lying outside the AMI.

         (8) If two or more of the offi:red Mineral Interests are included in the same notice, each Offeree shall
have the separate right of election as to each offered Mineral Interest.

         (9) The provisions of the AMI shall not apply to acquisitions resulting from a merger, consolidation,
reorganization or an acquisition from a parent, subsidiary or affiliated corporation, or, as to individuals, from
ascendants or descendants or trusts of which such parties are beneficiaries. The provisions hereof shall also not
apply to sales and acquisitions between partners in a partnership which is a party hereto, or ventures in a joint
venture which is a party hereto, nor to the acquisition by any party hereto of all or any part of the interest of
another party hereto.

          (10) Each party hereto stipulates and represents to the other parties hereto that he or it is not now and
shall not become hereafter a party to any other area of mutual interest agreement involving all or any portion of the
land comprising the AMI.

N. Participation Agreement

         The parties to this Operating Agreement hereby acknowledge that their interest in the Contract Area
described in Exhibit "A" hereto is owned subject to the terms of that certain On Point Prospect Lynn & Terry
Counties, Texas Participation Agreement by and among the Parties hereto dated December I 0, 2009 and pursuant
to paragraph 8 (c) thereof, the Parties granted to each other a Right ofFirst Refusal as to any proposed Transfer of
any interest in the Contract Area to any person other than a Permitted Assignee (as such terms are defined in the
Participation Agreement). The Parties hereby incorporate by reference the provisions of paragraph 8 (c) of the
Participation Agreement into this Agreement as is set out in full in this Agreement.

0. Successor Onerations to RAW Oil & Gas, Inc.

Article V.B.1. is hereby amended to provide that in the event: (i) RAW Oil & Gas, Inc. is no longer under the
management control (including day-to-day management of all operations conducted by RAW under this Operating
Agreement) of Joe D. Hardin; (ii) Joe D. Hardin is no longer the majority owner of RAW Oil & Gas, Inc.; (iii) Joe
D. Hardin is deceased; or (iv) Joe D. Hardin is determined to be non-compos mentis or incapacitated in a manner
that will prevent him from directing the activities of RAW under this Agreement in the opinion of three licensed
medical doctors located in the Lubbock, Texas area, then RAW may be removed as Operator by the affirmative
vote of non-operators owning a majority in interest based on ownership as shown on Exhibit A. Any Party to this




                                                                                                                          SEC 190245
Agreement owning an interest offive (5%) percent or more shall have the right by delivering a written request to
all non-operators to initiate the process to cause the three physicians to assess the competency of Joe D. Hardin.
The physicians shall be selected by a majority in interest of the non-operators joining in the request for the
examination. The cost of the physicians' fees shall be billed to the Joint Account for all Parties to the extent such
costs are not covered by insurance.




                                                                                                                        SEC 190246
                                              EXHIBIT"A"

                                       Attached to and made a part of
           Operating Agreement dated January 2, 2010, between RAW Oil & Gas Inc. as Operator and
                              Smith Energy Company, etal, as Non-Operators



PART I:         CONTRACT & AMI AREA


                TO BE DETERMINED AT A LATER DATE



PART II:        PARTIES, INTEREST AND ADDRESSES FOR NOTICE PURPOSES

                                                Befure Casing Point              After Casing Point of the
       Names and Addresses                      of the First Well                First Well
                                                                                 And all Subseauent
                                                                                 Qperations
       Raw Oil & Gas, Inc.                       -0%-                             1.00%
       12312 Slide Road
       Lubbock, Texas 79424

       Raw Energy, L.C.                          -0%-                            5.25%
       12312 Slide Road
       Lubbock, Texas 79424

      Smith Energy Company                      100.0%                           75.0%
      Lester Smith, President
      P.O. Box 52890
      Houston, Texas 77052

      Mark P. Hardwick                           -0%-                            6.25%
      P.O. Box 213
      Midland, Texas 79702

      Steve Blaylock                             -0%-                            6.25%
      214 W. Texas, Suite 306
      Midland Texas 7970 I

      Elger Exploration Inc.                     -0%-                            6.25%
      P.O. Box 2623
      Midland, Texas 79702




                                                                                                             SEC 190247
                                                                                EXHIBIT"B"

                                                         Attached to and made a part of
                             Operating Agreement dated January 2, 201 O, between RAW Oil & Gas Inc., as Operator and
                                                 Smith Energy Company, etal, as Non-Operators.

 ProduiotnH(1~9)MIUp
 ..ntll.'40MaPoolin&~




                                            OIL, GAS AND MINERAL LEASE
 TillS AGREEMENT made !his                betweon                 Lessor (whether                                                      one     or   more),    whose     address    is
 - - - - - - - - - - - J a n d _ _ _ _ _ _ _ _ _ _ _ _~Lcssi:c, WITNESSETH:

             I. Lessor, in consideration of Ten Dollan and olher valuable consideration (SI0.00 and OVC}. receipt of which is hereby acknowledged, and of th•
 covenants and agreements of lessee hereinafter contained, does hereby grant, lease and lei unto lessee the land covered hereby for th• purposes and with the exclusive
 right of exploring, drilling, mining and operating for, producing and owning oi~ gas, sulphur and all other minerals (whether or not similar to those mentioned),
 together with the right to make surveys on said land, lay pipe lines, establish and utilize facilities for surface or subsurface disposal of salt waler, constnJct roads and
 bridges, dig canals, build tanks, power stations, telephone lines, employee houses and other structures on said land, necessary or useful in lessee's operations in
 exploring, drilling for, JlCoducing, treating, storing and transporting minerals produ""d from the land covered hereby or any land adjacent thereto. The land covered
 hereby, herein called "said land", is located in the Counties of                   State of Texas, and is described as follows:


 This lease also covers and includes, In addition to that above described, all land, if any, contiguous or acljacent to or adjoining the land above described and (a) owned
 or claimed by lessor by limitation, prescription, pos!lcssion, reversion or unrecorded instrument or (b) as to which lessor has a preference right of acquisition. Lessor
 agr<es 10 eKccute any supplemental instrument requested by lessee for a more complete or accurale description of said land. For the purpose of detennining the amount
 of any bonus or other payment hereundor, said land shall be di:cmod to contain _ _ _,.,.., whether actually containing more or less, and the above recital of
 acreage In any tract shall be deemed to be the true acreage thereof. Le.ssor accepts the bonus as lump sum considerarlon for this lease and all rights and options
 he111under.

            2. Unless sooner lenninatc:d or longer kept in foroc under other provisions hereof, this lease shall remain in force for a term of __years from the date
 hereof, hereinafter called "primary term", and as long thereafter as operations, as hereinafter defined, are conducted upon said land with no cessation for more than
 ninety (90) consecutive days.

              3. As royalty, lessee covenants and agrees: (a) To deliver to the credit of lessor, in the pipe line to which lessee may connect its wells, the equal _ __
 part of all oil produced and saved by lessee from said IBnd, or from time to time, at the option of lessee, to pay lessor 1hc average posted market price of5uch _ __
 part of such oil at the wells as of the day it is run to the pipe line or storage tanks, lessor's interest, in either case, to bear _ _ _ of the cost of treating oil to render it
 marketable pipe line oil; (b) To pay lessor on gas and caslnghead gas produced from said land (I) when sold by lessee, __)of the amount realized by lessee,
 computed at the mouth oftlle well, or (2) when usc:d by lessee off said land or in Ille manufacture of gasoline or other products, the market value, at the mouth of the
 well, of _ _ _ of such gas and casinghead gas; (c) To pay lessor on all other minerals mined and marketed or utilized by lessee from said land, one tenth either in
 kind or value at the well or mine at lessee's election, exocpt that on sulphur mined and marketed the royalty shall be one dollar ($1.00) per long ton. If, al the
e•piration of the primary tenn or any time or times thereafter, there is any well on said land or on lands with which said lands or any portion thereof has been pooled,
 capable of producing oil or gas, and all such wells are shut·in, this lease shall, nevertheless, continue in force as though operations we111 being conducted on said land
 for so long as said wells are shut·in, and thereatb:r this lease may be continued in force as if no shut-in had occurred. Lessee covenants and agrees to use reasonable
 diligence to produce, utilize, or market the minerals capable of being produced fi'om said wells, but in tlle e.erciso of such diligence, lessee shall not be obligated to
 install or furnish facilities other than well facilities and ordinary lease facilities of flow lines, separator, and lease tank, and shall not be 111quirc:d to settle labor trouble
or to market gas upon terms unac.,.,ptable to lessee. If, at any time or times after the expiration of the primary term, all such wells are shut· in for a period of ninety
 consecutive days~ and during such time there are no openrtions on said land, then at or before the expiration of said ninety day period, lessee shall pay or tender, by
 check or draft of lessee, as royalty, a sum equal to one dollar (SJ .00) for each acre of land then covered hereby. Lessee shall make like payments or lenders al or
before the end of each anniversary of the expiration of said ninety day period if upon such anniversary this lease is being continued in force solely by reason of the
provisions of this paragraph. Each such payment or tender shall be made to the parties who at the time of payment would be entitled to m:cive the royalties which
would be paid under this lease ifthe wells were producing, and may be deposited in the                                                Bank at_:-:----:--.--:-----
- - - , or its sue<essors, which shall continue as the depositories, regardless of changes in the ownership of shut-in royalty. If at any time that lessee pays or
lenders shul·in royalty, two or more parties are, or claim to be, entitled to receive same, lessee may, in lieu of any other method of payment herein provided, pay or
tender such shut-in royalty, in the manner above specified, either jointly to such parties or separately to each in accordance with their respective ownership thereof, as
lessee may elect. Any payment hereunder may be made by check or draft of lessee dep.,ited in the mail or delivered to the party entitlc:d to re""ive payment or to a
depository l>ank provided for above on or before the last dale for payment. Nothin8 herein shall impair lessoe's right to release as provided in paragraph 5 hcreot In
the event of assignment of this lease in whole or in part, liability for payment hereunder shall rest exclusively on the then owner or owners of this lease, severally as to
acreage owned by each.

             4. Lessee is hereby granted the right, at its option, to pool or unitize any land covered by this lease wilh any other land covered by this lease, and/or with
 any other land, lease, or le=s, as to any or all minerals or horizons, :so as to establish units containing not more tbilll 80 surface acres, plus 10% acreage tolerance;
  provided, however, uni&s may be established as to any one or more horizons. or existing units may be enlarged as 10 any one or more horlwns, so as to oontain not
  more than 640 surface acres plus IO"A. acreage tolerance, if limited to one or more of the following: (I) gas, other than casinghead gas, (2) liquid hydrocarbons
 (conclensale) which arc: not liquids in the subsurface reservoir, (3) minerals produced from wells classified as gas ..w:lls by the conservation agency havingjurisdiclion.
 If larger units than any of those herein permitted, either at the time established, or after enlargement. are required under any governmental rule or order, for the drilling
 or operation of a well at a regular location, or for obtaining maximum allowable from any well to be drilled, drilling, or already drilled, any such unit may be
 established or enlarged to conrann to the size required by such governmental order or rule. Lessee shall ..ercise said option as to each desired untt by executing an
 instrument identif)'ing such unit and filing it for record in the public office in which this lease is recorded. Each of!he said options may be e.crcised by the lessee ar
 any time and fi'om time to time while this tease is in force, and whether before or after production has been established either on said land, or on the portion of said
 land included in the unit, or on other land unitized therewith. A unit established hereunder shall be valid and effective for all purposes of this lease even though there
 may be mineral, royalty, or leasehold interests in lands within the unit which are not effectively pooled or unitized. Any operations conducted on any part of such
unitized land shall be ocnsldered, for all purposes, except the payment of royalty, operations conducted upon said land under this lease. There shall be allocated to the
land covered by this lease within each such unit (or to each separate tract within the unit if the lease covers separate tracts within the unit) that proponion of the total
produc1ion of uniti7.ed minerals from the uni1, after deducting any used in lease or unit operations. which the number of surface acres in such land (or in each such
 separate tract) covered by this lease within the unit bears to the total number of surface acres in the unit, and the production so allocated shall be considered for all
purposes, Including payment or delivery of royalty, overriding royalty and any other payments out of production, to be the entire production of unitized minerals from
the land 10 which allocated in the same manner as though produced therefrom under the terms of this lease. The owner of the revorsionary estate of any term royalty or
mineral estate agrees that the accrual of royalties pursuant to this paragraph or of shut-in royalties from a well on the unit shall satisfy any limitation of term requiring
production of oil or gas. The formation of any unit hereunder which includes land not covered by this lease shall not have the effect of exchanging or trans£erring any
interest under this loose (including, without limitation any shut-in royally which may become payable under this lease) between parties owning interests in land
covered by this lease and parties owning interests in land not coven::d by this lease. Neither shall it impair the right of the lessee to release as provided in paragraph'
hereof, except that lessee may not so release as to lands within a unit while there arc operations thereon for unitized minerals unless all pooled leases are released u to
lands within the unit. At any time while this lease is in force lessee may dissolve any unit established hereunder by filing for record in the public office where this
lease is recorded a declaration to that effect, if at that time no operations arc being conducted thenron for uniti~d minerals. Subject to the provisions of this paragraph
4, a unit once established hereunder shall remain in force so long as any lease subj"t thereto shall remain in force. If this lease now or hereafter covers separate tracts,
no pooling or unitization of royalty interests as between any such separate tracts is intended or shall be implied or result merely from the inclusion of such separate
1111cts within this lease but lessee shall nevertheless have the right to pool or unitize as provided in this paragraph 4 with consequent allocation of production as herein
provided. AJ used in this paragraph 4, the words "separute tract" mean any tract with royalty ownership differing, now or hereafter, either as to parties or amounts.
fi'om that as to any other part of the leased premises.

            $. Lessee may at any time and from tlme 10 time execute and deliver to Jcssor or tile for record a release or releases of this lease EIS to any part or all of said
land or of any mineral er horizon thereunder, and thereby be 111lieved of all obligations, as to the released acreage or interest.




                                                                                                                                                                                  SEC 190248
            6. Whenever used in this lease the word "operations" shall mean operations for and any of the following: drilling, testing, completing, reworking,
  recompleting, deepening, plugging back or repairing of a well in soarch for or in an endeavor to obtain production of oil, gas, sulphur or other minerals, excavaling a
  mine, production of oil, gas, sulphur or other mineral, whether or not in paying quanti1ies.

             7. Lessee shall have the use, free from royalty, of water, other than from lessor's water wells, and of oil and gas produced from said land in all operations
 hereunder. Lessee shall have the right at any time to rcmeve all machinery and fixtures placed on said land, including the right to draw and remove casing. No well
 shall be drilled nearer than 200 feet to lhc house or barn now on said land without the consent of the lessor. Lessee shall pay for damages caused by its operations to
 growing crops and timber on said land.

             8. The rights and estate of any party hereto may be assigned from time to time in whole or in part as to any mineral or horizon. All of the covenants,
 obligations, and considerations of this lease shall extend to and be binding upon the parties hereto, their heirs, successors, assigns, and successive assigns. No change
 or division in the owne,.hip of said land, royalties, or other moneys, or any part thereof, howsoever effected, shall increase the obligations or diminish lhe rights of
 lessee, including, but not limited to, the location and drilling of wells and the measurement of production. Notwithstanding any other actual or constructive
 knowledge or notice thereof of or to lessee, its successors or assigns, no change or division in the ownership of said land or of the royalties, or other moneys, or the
 right to receive the same, howsoever effected, shall be binding upon lhe then reoord owner of this lease until thirty (30) days after there has been furnished to such
 record owner at his or its principal place of business by lessor or lessor's heirs, successors, or assigns, notice of such change or division, supported by either originals
 or duly ceitified copies of the instruments which have been prope~y flied for record and which evidence such change or division, and of such coult records and
 proceedings, transcripts, or other documents as shall be necessary in the opinion of such record owner to establish the validity of such change or division. If any such
 change in ownership occurs by reason of the death of the owner, lessee may, nevertheless pay or tender such royalties, or olher moneys, or part thereof, to the credit of
 the decedent in a depository bank provided for above.

             9. In the event lessor considers thBI lessee has not complied with all its obligalions hercunder, both express and implied, lessor shall notify lessee in writing,
 setting out specifically in whBI respects lessee has breached this contract. Lessee shall then have sixty (60) days alter receipt of said notiec within which to meet or
 commence to meet all or any part of the breaches alleged by lessor. The service of said notice shall be precedent to the bringing of any action by lessor on said lease
 for any cause, and no such action shall be brought until the lapse of sixty (60) days after service of such notice on lessee. Neither the service of said notice nor the
 doing of any acts by lessee aimed to meet all or any of the alleged breaches shall be deemed an admission or presumption Iha! lessee has failed to perform all its
 obligations hereunder, If this lease is canceled for any cause, tt shall nevertheless remain in force and effect as to (I) sufficient acreage around each well as to which
 !here are operalions to constitute a drilling or maximum allowable unit under applicable governmental regulations, (but in no event less than forty acres), such acreage
 to be designated by lessee as nearly as praclicable in the form of a square centered a! the well, or in such shape as lhen cxisling spacing rules require; and (2) any part
 of said land Included in a pooled unit on which there arc operations. Lessee shall also have such casements on said land as are necessary to operations on the acreage
 so retained.

              10. Lessor hereby warrants and agrees 10 defend liUe to said land against the claims of all poisons whomsoever. Lessor's rights and interests hereunder
 shall be charged primarily with any moltgages, taxes or other liens, or interest and other charges on said land, but lessor agrees thal lessee shalt have the right at any
 time to pay or reduce s11me for lessor, either bef~ or after maturity, and be subrogated to the rights ofthe holder thereof and to deduct amounts so paid from royalties
 or other payments payable or which may become payable to lessor and/or assigns under this lease. lfthis lease covers a less interest in the oil, gas, sulphur, or other
 minerals In all or any part of said l1111d than the entire and undivided fee simple "tale (whether lessor's interest is herein specified or nor), or no interest therein, then
 the royalties and other moneys accruins from any part as to which this lease covers loss than such full interest, shall be paid only in the proportion which the interest
 therein, if any, covered by this tease, bears to the whole and undivided fee simple estate therein. All royalty interest covered by this lease (whether or not owned by
 lessor) shall be paid out of the royalty herein provided. This lease shall be binding upon each party who executes it without regard to whether It is executed by all
 those named herein as lessor.

             11. If while this lease is in force, at, or after the expiration of the primary lern> hereat it is not being continued in force by reason of the shut-in well
 provisions of paragraph 3 hereof, and lessee is not conducting operations on said land by reason of (l) any law, order, rule or regulation, (whether or not subsequenijy
 determined 10 be invalid) or (2) any other cause, wh:ther similar or dissimilar, (except fmancial) beyond the ieasonable control of Jessee, the primary tenn hereof shall
 be extended until the first annive"8ry date hereof occurring ninety (90) or more days following the removal of such delaying cause, and this tease may be extended
 thereafter by operations as if such delayed had not occurred.

            IN WITNESS WHEREOF, this instrument is executed on the date first above written.




 LESSOR:




By:
Printed Name:
Title:

Tax ID No.:




                                                                    ACKNOWLEDGEMENT




                                                                  CORPORATE



          Before me, the undersigned NOlary Public, pe,.onally appeared _ _ __ , , . , . . - - - - - . , . - - - - - - - - - - - - - - - - - - -
known to me to be the person whose name is subscribed to the foregoing inslrument and knOW?l to me 10 be                                            of
- - - - - - - - a corporation, and acknowledged to me that he or she executed the same as the act of said corporation for 1he purposes therein set forth.
           Given under my hand and seal of office this ____ day of _ _ _ _ _ _ _ _ _ _ _~20IO.


                                                                    Notary Public in and for the State of _ _ _ _ __

My commission e x p i r e s : - - - - - - - - -




                                                                                                                                                                        SEC 190249
                                                                                                                          i'AS 1984 ONSHORE
                                                                                                                      Recommended by the Council
                                                                                                                      of Petroleum Accountanll

. - - - - - - - - - - - s _ o c t • t l e _ •--CO~A~
                                                                  E><Hf 1311 "Ci'
       Attached to and made a part of Joint Operating Al!TCC!llCDt dated              lanuarv 2. 2010. by and between RAW Oil & Gas Inc .. as
       Onerator and Smjth Energy Company. etaL as Non-Q_perators




                                                ACCOUNllNt; PROCEDURE
 ID
 II                                                     JOINI OPERATIONS
 12
 13                                                              I. GENERAL PROVISIONS
 14
 IS
       1.       De!lnltlons
 16
 17
                "Joint Property" shall mean the real and personal property subject to the agreement to which this Accounting Procedure
 18
                is anachod,
 19
                "Joint Operations" shalt metm all operations necessary or proper for the development, operation. protection and
 20
                maintenance ofthe Joint Property.
 21
               "Joint Accounr sheJl mean the account showing the charges paid and credits received in the conduct of the Joint
 22
                Operations and which are to be shared by the Parties.
 23
               "Operator" shaJI mean the party designated to conduct the Joint Operations.
 24            11
                  Non.Operators" shall mean the Parties to this agreement other than the Operator.
 25
               '"Parties'' shall mean Operator and Non·Operators.
 26
               "First Level Supervisors" shall mean those employees whose primary function in Joint Operations is the direct
 27
               supervision of other employees and/or contract labor directly employed on the Joint Property in a field operating
 28
               capacity.
 29
               "Technical Employees" shell mean those employees having special and specific engineering. geological or other
30
               professional skills, and whose primary function in Joint Operations is the handling of specific operating conditions and
31
               problems for the benefit of the Joint Property.
32
               •Personal Expcn!e$ 11 shall mean travel and other rellSOnablc reimbursable expenses of Operator's employees.
33             11
                 Material" shall meim personal property,. equipment or supplies acquired or held for use on the Joint Property.
34
               "Controllable Material" shall mean Material which at the time is 90 classified in the Material Classification Manual as
3S
               most recently recommended by the Council or Petroleum Accountants Societies.
36
 37
               Statement and Bllllnp
33
39
               Operator shall bill Non-Operators on or before the last day of each month for their proportionate share of the Joint
40
               Account for the preceding month. Such bills will be accompanied by statement:! which identify the authority for
41
               expenditure, lease or facility, and all charees and credits summarized by appropriate classifications of investment and
42
               expense cx.cept that items of Controllable Material and unusual charges and credits 5hall be separately identified and
43
               fully described in datail.
44
4S
      3.       Advaaces and Payments by Noa-Operaton
46
41
               A.     Unless otherwise     provid~     for in the agreement. the Operator may require the Non•Operators to              ad~nce   their
48
                      share of estimated cash ouUoy for the succeeding month's operotion within fiftoen (IS) days after receipt of the
49
                      billing or by the first day of tho month for which the advance is required, whichever is taler. Openitor sholl adjust
50
                      each monthly billing to   reD~t advanc" received   trom the Non-Operators.
SI
52
               B.     Each Non-Opc:r&lor shall pay its proportion of all bills within fifteen (IS) days after receipt. If payment is not made
53
                      within such time, the unpaid balance shall bear interest monthly at the prime rate in effect at Peoples Bank. r ubboclc
54
                      on     the     first    day      of     the      month      In      which      delinquency        occurs    plus       1% or the
SS
                      maximum contract rate permitted by the applicable usury laws in the state in which the Joint Property is located,
56
                      whichever is the lesser, plus attorneys fees, court costs. and other costs in connection with the collection of unpaid
51
                      amounts.
58
59    4.      Adjustm••IJ
60
6t
              Payment of any such bills shall not prejudice the righl of any Non.Operat01 to pro1cst or quesrion the correctness thereof,
62
              provided, however, all bills and statements rendered to Non.Operators by Operator during any calendar year shti.11
63
              conclusively be presumed to be true and correct after twenty-four (24) months following the end of any such c15lendar
64
              year, unless within the said twenty-four (24) month period a Non 0perator takes written exception &hereto and rnakes
                                                                                              4


65
              claim on Opera.tor for adjustment. No adjustment favorable to Operator shall be made unleas it is made within the same
66
              prescribed period. The provisions of this paragraph shall not prevent adjustments resulting from a physical inventory of
67
              Conrroll4ble Material as provided for in Scciion V.
68
69
70                  COPYRIGHT© 1985 by the Council of Petroleum Accountants Societies.



                                                                             -I.




                                                                                                                                                         SEC 190250
                                                                                                                                                 PAS 1984 ONSHORE
                                                                                                                                             Reoommonded by the Council
                                                                                                                                             of Petrol81Jm Accountants

~--------S-ocletie_•--CO~AS

          5.          Audll.t


                      A.     A Non-Operator, upon notice in writing to Operator end all other Non.Operators, shall have the right to audit
                             Operator's accounts and records relating to the Joint Account for any calendar year within the twenty-four
                             (24) month period following the end of such calendar year; provided. however, the making of an audit shall not
     6                       e-Kttnd the time for the taking of written exception to and the 11djustmcnts of accounts BS provided for in
                             Paragraph 4 of this Section I. Where there 11te two or more Non-Operators, the Non.Operators shaJI make
     '                       every reasonable effort to conduct a joint audit in a manner which will result in a minimum of inconvenience
                             to   the Operator, Operator shall bear no Portion of the Non-Operators' audit cost incuned under this
     9
 10                          paragraph unless agreed to by the Operator. Tho audits shall not be conducted more than once each year
 II                          without prior approval of Operator, except upon the resignation or removal of the Operator, and shall be made
 12                          at the expense of those Non.Operators approving such audit.
 13
 14                  B.     The Operator shall reply in writing to an audit report within ! 80 days afler receipt of such report.
 15
 16       6.          Approval Br Non·Operaton
 17
 18                  Whmi an approval or other agrce:ment of the Parties or Non-Operators is exptessly required under other sections of this
 19                  Accounting Procedure and if the agr"mcnt to which this A~ounting Procedure is attached contains no
 2G                  contrary provisions in regard thereto, Operator shall notify all Non-Operators of the Operator's proposal. and the
 21                  agreement or approval of a majority in interest of the Non·Operators shall be controJliog on all Non-Operators.
 22
 23
 24                                                                          II, DIRECT CHARGES
 2S
 26       Operator shal1 chllrge the Joint Account with the following items:
 27
 28       J.         Ecologlc11I aad Eaviroumeat1I
29
30                   Costs incurred for the benefit of the Joint Property as a result of governmental or regulatory requirements to satisfy
31                   environmental considerations applicable to the Joint Operations. Such costs may include surveys of an ecological or
32                   archaeological naturo and pollution control procedutcs as required by applicable laws and regulationa.
33
34       2.          Reotols and Ro)'llltios
3S
36                   lease rentals and royalties paid by Operator for the Joint Operations.
37
38       3.          Labor
39
40                   A.    (I)    Salaries and wages of Operator's field employees directly employed on the Joint Property in the conduct of
41                                Joint Operations.
42
43                         (2)    Salaries of First lovel Supervisors in the field.
44
4S                         (3)    SalariC$ and      we.gC-5 of Tet;hnical Employee$ directly employed on the Joint Property if such charges are
46                                ~eluded    from the overhead rates.
47
48                         (4)    Salaries   and    wages    of Technical       EmplQY...       either   temporarily     or     ponnanendy     assigned      to      and    directly
49                                em played in the operation or the Joint Propcny if such charges are excluded from the overhead rates.
so
SI                  B.     Operator's    cest of holiday,          vacation, sickness     and    disability   benefits    and      other   customary     allowances        paid    to
sz                         employee! whose salaries and wages are cha.rgeabJe to the Joint Account under Paragraph 3A of this Section U.
SJ                         Such costs under this Paragraph 38 may be charged on a "when and as paid basis" or by "percentage assessment"
S4                         on tho amount of salaries and wa&es chargeable to the Joint Account under Paragraph 3A of this Section IL If
SS                         percentage assessment is used, the rate shaU be based on 1hc Operator's cost experience.
S6
57                  C.     Expcndhurcs       or    contributions     made    pursuant     to    assessments     imposed       by     governmental       authority     which       ere
58                         applicable to Operator's costs chargeable to the Joint Account under Paragraphs 3A and 38 of this Section 11.
59
60                  D.     Personal Expenses of those employees whose salaries and wages are chargeable to the Joint Account under
61                         Paragraphs 3A and 38 ofthjs section JI.
62
63       4.         Employee BeneOts
64
6S                  Operator's    current cOst!i      or established     plans for      employees' group       life   insurance,     hospitalization,     pension,     retirement,
66                  stock purchase, thrift, bonus, and other benefit plans of a like nature, applicable to Operator's labor cost chargeable to the
61                  Joint Account under Paragraphs JA and 3B of this Section ll shall be Operator's actual cost not to exceed the percent
68                  most recently recommended by the Council of Petroleum Accountants Societies.
69
70




                                                                                        . 2.




                                                                                                                                                                                        SEC 190251
                                                                                                                            JPAS 1984 ONSHORE
                                                                                                                          Recommended by the Council
                                                                                                                          of Petroleum Accountants

. - - - - - - - - - - - - S o c i - • U e _ .--CO~A~
       5.    Material

             Material purchased or ftlmished by Operator for use on the 1oint Propert)I as provided under Section JV. Only such
             Material shall be purchased for or transferred to the Joint Propc:rty as may be required for immediate use and i1
             reasonably practical and consistent with efficient and cconomieal operations. The aecumulation of surplus stocks shall be
             a"1ided.

       6.    Transporlollon

 10          Transportation of employees and Material ncce5S1ry for the Joinl Operations but subjec:t to the: following limitations:
 II
 12          A      If Met01ial is moved to the Joint Propert)I from the Operatofs warehouso or other properties. no charge shall be
 13                 made to the Joint Account for a distanc:e greater than the distance from the nearest reliable supply store Where like
 14                 material is normally available or railway recejving point nearest the Joint Property unless agreed to by the Panics.
 IS
 16          8.     If surplus Materiel is moved to Operatofs warehouse or other storage point, no cher11e shall be mode to the 1oint
 17                 Account f'or a distance greater than the distance to the nearest reliable supply store where like material is normally
 IS                 available, or railway receiving point neerest the 1oint Propert)I unless agreed to by the P•~ies. No charge shall be
 19                 made to the Joint Account for moving Material to other properties belonging to Operator. unless agreed to by the
20                  Parties.
21
22           C.     In the application of subparagraphs A 1md B above, the option to equalize or charge actual trucking cost is
23                  available when the actual charp is S400 or Jess excluding ae<:e$sorial charges. The $400 will be adjusted to lhc
24                  amount most recently recommended by the Council or Petrol~um Accountants Societies.
25
26    7.    Sen-ices
27
28          The cost of contract services, equipment and utilities provided by outside sources, except services excluded by Paragraph
29          10 of Section U and Paregraph i. ii, and iii, of Section m.                   The ~ of profes:sfonal ccnsuhant servjces and con111ct
30          services of technical personnel dirtctt)' engaged on the Joint Property if such charges are excluded from the overhead
31          rates. The cost of professional consultant services or oonuact services of technical personnel not directly engaged on the
32          Joint Property shall not be charged to the Joint Account if directly engaged in the operation (not adminisuation) of the joint property.
33
34    8.    Equipment and Faoillties Furabbed By Operator
3S
36          A.      Operator shall charge the Joint Account for use of Operator owned equipmenl and facilities u1 rntes commensurate
37                  with costs of owncrshlp and operation. Such rates shall include costs or maintenance, repairs, other operating
38                  expense, insurance, tax.es, depreciation, and interest on gross jnves1ment less accumulated depreciation not to
39                  exceed ejgbteen                            percent C           18       %) per annum Such rates shall not exceed average commercial
40                  rates currently prevailing in the immediate area of the Joint Property.
41
42          B.      In lieu of charges in Paragraph SA above, Operator may elect to use averase commercial rates prevailing in the
43                  immediate area of the Joint Property less 20%.                 For automotive equipment, Operator may elect to use rates
44                  published by the Petroleum Motor Transport Association.
4S
46    9.    Damaaes IDd Losae1 to Joint Property
47
48          All costs or expenses necessary for the repair or replacement of Joint Property made necessary because of damages or
49          losses incurred by fire, flood~ storm, theft, accident, or other cause, cx.ccpt those resulting from Operator's gross
so          negligence or willful misconduct Operator shall furnish Non-Operator written notice of damages or losses incuned as
SI          soon as practicable ofter a rcpon lhereofbes been recei..,d by Operator.
52
SJ    10.   Leii•l Espense
S4
SS          Expense of handling, investigating and settling            litigation or claims. dischargina: of liens, payment of judgments and
56          amounts paid for settlement of claims incurred             in or resulting from operations under the egrcemenl or necessary to
57          protect or recover the Joint Property. except that          no charge for services of Operator's legal staff or . fees or ~pense of
SS          outside attome)'S shall be made unle55 previously           agreed to by the Parties. AU other Jegal expense is comidered lo be
S9          covered by the overhead provisions of Section Ill          unless otherwise agreed to by the Parties, except as provided in Section
60          I, Paragraph 3.
61
62    II.   Tates
63
64          All taxes of every kind and nature assessed or levied upon or in connection whh the Joint Property, the operation thereof.
6S          or the production therefrom. and which taxes have been paid by the Operator for the benefit of the Parties. If the ed
66          valorem taxes are ba~ in whole or in part upon separate valuations of each party's working: interest, then
67          notwithstanding anything to the contrary herein, charges to the Joint Account 1haU be made and paid by the Panies
68          hereto in accordance wlth the tax value generaled by each party's working interest.
69
70




                                                                          .3.




                                                                                                                                                          SEC 190252
                                                                                                                            ,pAS 1984 ONSHORE
                                                                                                                          Recommended by the Council
                                                                                                                          ot Petroleum Aoccuntanta
,..------------soe_'•ti••--COPA~
       12.     lnsur•nce

               Nc:t premiums paid for insurance required to be carried for ttie Joint Operations for the protc:ction of the Parties. In the
               event Joint Operations are conducted in a state in which Operator may act as seJf·insurer for Worker's Compensation
               and/or Employers Liability under the respective state's laws. Operator may, at its election. include the risk under its self·
               insurance program and in that event, Opemtor shall include a charge at Operator's cost not to exceed manual rates.

      13.     Abandonment and Reclamation


 !O           Costs incurred for abandonment of tho Joint Property, including cost> r<quired by gvvemmontal or other regulatory
 II           authority.
 12
 13   14.     Communications
 14

 "
 16
              Cost of acquiring, leasing, ininalling, operating. repamng and maintainins communication systems, including radio and
              microwave facilities directly serving the Joint Property,            In the event coni.munication facilities/systems serving the Joint
 17           Property are Operator owned, charges to the: Joint Account shall be made as provided in Paragraph 8 of this S~tion II.
 18
 19   15.     Other Expenditures
 20
21           Any other expendit~re not covered or dealt with in the foregoing provisions of this Section II. or in Section nt and which
22           is of direct benefit to the Joint Propcny and is incurred by the Operator in the m:~essary and proper conduct of the Joint
23           Operations.
24
25
26                                                                      111. OVERHEAD
21
28    I.     0Vtrhe1d. Drilling and Producing Operallo••
29
30                  A3 compensation for administrative, supervision,             office servi(:es and      warehousing   costs,     Operator shall   charge
31                  drilling and producing operations on either:
32
33                  ( X ) Fixed Rate Bosis, Paragraph IA, or
34                  (   ) Percentage Basis, Panigraph IS
35
36                  Unless otherwise agreed to by the Pani.., such charge shall be in lieu or casts and expenses of oil offices and
37                  saJBries or wages plus applicable burdens and C)(penses of all per.sot1ncl1 except those: directly cbargeable under
38                  Paragraph 3A, Section II.          The cost and expense of services from outside sources in connection wjtJi matters of
39                  taxation. tratlk, accounting or matters before or involving governmental agencies shall be considered as included in
40                  the overhead rates provided for in the above selected Paragraph of this Section Ill unless such cost and expense ore
41                  agreed to by the Parties as a direct charge to the Joint Account
42
43           ii.    The salaries, wages and Personal Expenses of Teehnical Employees and/or the cost of professional consultan'
44                  services and contract servi~es ofteclmical personnel directly employed on the Joint Prope:ty:
45
46                  (   ) shall be covered by the overhead rates, or
47                  ( X ) shall not be covered by the overhead rates.
48
49           iii.   The salaries, wases and Personal Expenses or Technical Employees and/or cost> of professional consultant services
50                  and conttaet services of tcchnieal personnel cithet temporarily or permanently assigned 'o and directly empl~d in
SI                  the operation of tho Joint Propony:
52
53                  (   ) shall be covered by the overhead raleS, or
54                  ( X ) shall not be covered by the ovemead rates.
55
56           A.           Ovemeod • Fixed Rate Bosis
57
58                  (1)   Operator shall charge the Joint Account at the following rates per well per month:
59
60                        Drilling Well Rato s._ _.7...5,.0"'0"'00"-----------
61                             (Prorated for less than a roll month)
62
63                        Producing Well Rate $._ _,_7..,50"90""--------
64
65                  (2)   Application or Overhead· Fixed Rate Bosis shall be as follows:
66
67                        (a)   Drilli"J! Well Rate
68
69                              (I)   Chargeo ll>r drilling wens sholl begin on the date the well is spudded and terminate on the date
70                                    the drilling rig, completion rig, or other units used in completion of the well is relea9ed, whichever




                                                                            -4-




                                                                                                                                                              SEC 190253
                                                                                                                               ..•.PAS 1984 ONSHORE
                                                                                                                               Recommended by111e CouncH
                                                                                                                               of Petroleum Aa:ountanta

                                                                                                                                        --~0PAS
                                                                                                                                    1
. - - - - - - - - - - - - -...



                                         is later, except that no charge shall be made during suspension of drilling or completion operations
                                        (or fifteen (IS) or more consecutive calendar days.

     4                           (2)    Charges for wells undergoing any type of workover or recompletion for a period of five (5)
     5                                  consecutive work days or more shall be made at the drilling well rate. Such charges shall be
                                        applied for the period from date workover operations, with rig or other units used in workover,
                                        commenc< through date of rig or other unit release, exoept that no charge shall be made during
                                        suspension of operations for fifteen (IS) or more consecutive clllendar days.

 10                       (b)    Producing Well RAtes
 II
 12                              ( l)   An active well either produced or injCQted into for any portion                or   the month shall be considered as
 13                                     a one.well charge for 1he entire month.
 14
 IS                              (2)    Each active completion in. a multi-completed well in which production is not commingled down
 16                                     hole shall be considered as a one--wcU charge providing each completion Is considered a separa.te
 17                                     well by the soveming regulatoiy authority.
 18
 19                             (3)     An inactive gas well shut in because of overproduction or failure of purchaser to take the
 20                                     production shall be considered as a one-well charge providing the gas well is directl)' connected to
 21                                     a permanent .sales outlet.
 22
 23                             (4)     A one-well charge shall be made for the month in which plugging and abandonment operations
 24                                     aro completed on any well. This one-well charge shall be made whether or not the well has
 25                                     produced ex<ept when drilling well rate applies.
 26
27                              (S)     All other inactive wells (including but not limited to inactive welb covered by unit ollowable, lease
28                                      allowable, transferred allowable, etc.) shall not qualify for an overhead charge.
29
30                 (3)   The well rate1 shall be odj11$ted as of the first doy of April each year following the effective dote of the
31                       agreement to which this Accounting Procedure i:s attached.    T'1e adjustmenf shall be computed by mulciplyin&
32                       the rate currently in use b)' the percentage increase or decrease in the average weekly eamingS of' Crude
33                       Petroleum and Gas Production Workers for the last ulendar year compared to the calendar year preceding as
34                       shown by the index of average weekly earnings of Crude Petroleum BJJd Clas Production Wolken as published
JS                       by the United States Oepamnent of Lobor, Bureau of Labor StatistiC>, or the equivalent COMdian index as
36                       published by Statistics Canada, as applicable. The adjusted rates shall be the rates currently in use, plus or
37                       minus the eomputed adjustment.
38
39            B.   Overhead • Percentage Basis
40
41                 (I)   Operatorshall charge the Joint Account atthe following rates:
42
43                       (a)    Development
44
45                              _ _ _ _ _ _ _ _ _Percent~---%) of the cost of development of the Joint Property exc)11$ive of costs
46                              provided under Paragraph 10 of Section II and all salvage credits.
47
48                       (b)    Operating
49
50                              - - - - - - - - - Penxmt (_%)oft~ cost of opcratina the Joint Property exclusive of costs provided
51                              under Panagraphs 2. and I 0 of' Section ll, all salvege credits, the value of injected substances purchased
S2                              for secondary recovery and all wees and assessments which arc levied, assessed and paid upon the
S3                              mineral interest in and Co the Joint Property.
54
SS                 (2)   Application of Overhead - Percentage Basio shall be as follows:
56
S7                       For the purpo$e of determining charges on a percentage basis under Paragraph JB of chis Section m,
SB                       development shall include all costs in connection with drilling, redrilling. deepening, or any remedial
59                       operations on any or all wells involving the use or drilling rig and crew capable of drilling to the producing
60                       interval on the JWnt PrOpel1)'i also, pro.Jimjnary expenditures nccessat)' in preparation for drilling and
61                       expcnditureS' incurred in abandoning when the Well ts not completed as a producer, and original cos1 of
62                       construction or installation of fixed assets. the expansion of fixed aascts and any other project clearly
63                       discernible BS a f"ixed asset. except Major Construction as defined in Paragraph 2 of this Section   AJl other       m.
64                       costs shill be considered as operating.
65
66       2.   Ovcrhtad • Major Construdlon
61
68            To compensa1e Operator for overhead c:osts incurred in the construction and installation of fixed assets. the expansion                      or
69            fixed assets, and any 01hcr project clearly discernible as a fixed asset required for the dcvelopmctit and operation of the
70            Joint Property, Operator shaJt etcher negotiate a rate prior to rhe beginning or construction, or shall c/Jarge the Joinr




                                                                              -5-




                                                                                                                                                                SEC 190254
                                                                                                                                      _,,PAS 19S4 ONSHORE
                                                                                                                                      Recommended by the Council
                                                                                                                                      of Petroleum Accountants

r - - - - - - - - - - S o c l - • l i e _ •--COPA~
                      Account for overhead based on lhe following rates for any Major Consttuction project in excess of$_ _ _ _ _ _ _ _ _ _ __

                      A.    _ _ 1 _ % offintSI00,000 or total costifless, pl\lO


     s                B.    __3_ _ %ofcosts in excess of SI 00,000 but less than SI,000,000, plus
     6
                      C.    _ _2_ _ %ofcosts inexcessofSl,000,000,


                     Total cost shall mean the gross cost of any one project. For the purpose of this paragraph, the component pans of a single
 10                  project shall not be treated separately and the cost of drilling and workover welJs and artificial lift equipment shall be
 II                  excluded.
 12
 13       3.         Catastrophe Overhead
 14
 IS                  To compensate Operator for oYerhead costs incurred in the event of expenditures resulting from a single occumnce due
 16                  to  oil spill, blowout, explosion. flre, Stc>fmt hurricane, or other catastrophes as agreed to by the Parties, which are
 17                  necessary to restore the Joint Property 10 the equivalent condition that existed prior to the event causing the
 18                  expenditures. Operator shall either negotiate o rate prior to charging the Joint Acx:ount or shall chargo the Joint Account
 19                  for omhead based on the following rates:
 20
 21                  A.     _ 1 . - % of total costs through $100,000: plus
 22
23                   B.    _...L.... %oftotalcosts in excess ofSl00,000 but less than $1,000,000: plu•
24
25                   C.    __L_ % of total costs in excess ofSl ,000,000.
26
27                   Expenditures s1.1bject to the overheads above will nol bo reduced by insurance recoveries, and no other overhead
28                   provisions of this Section Ill shall apply.
29
30       4.          Amendment of Rates
31
32                   The overhead rates provided for in this Section lll may be amended from time to time only by mutual agreement
33                   between the Parties hereto if, in practi~. the rates are round to be insufficient or excessive.
34
35
36                         IV.              PRICING OF JOINT ACCOUNT MATERIAL PVRCHASES, TRANSFERS AND DISPOSITIONS
37
38       Operator is responsible for Joint Account Material and shall make proper and timelY charges and credits for all Material
39       movements     nffeciing      the    Joint   Property.   Operator   shall   provide   all   Material   for   use   on   the   Joint   Property~   however,   at
40       Operator's option, such Material may be supplied by the Non-Operator. Operator shall make timely disposition of idle and/or
41       surplus Material, such dispo5al being made either through sale to Operator or Non-Operator, division in kind, or sale to
42       oUl$iders. Operator may purchase, but shall be under no obligation to purcha$c, interest of Non-Operators in surplus condition
43       A or B M11erial. The disposal of surplus Cont<ollable Material not purchased by the Operator shall be agreed to by the Parties.
44
4S       J,          Purchases
46
47                   Material purchased shall bo charged at the prioe poid by Operator after deduction of all discounu received. In case of
4g                   Material found to be def«tive or returned to vendor for any other rouons, c:rcdit shall be pu:sed to the Joint Actount
49                   when adjustment has been received by the Operator.
so
SI                   Transtcn and Dbpo.sltlon1
S2
53                Material furnished to the Joint Property and Material transferred from the Joint Property or disposed of by the Operator,
54                unless otherwise agreed to by the Parties, shall be priced on the following basis exclusive of cash discounts:
55
56                A.       New Material (Condition Al
51
58                         (l)     Tubular Good• Other thon Line Pipe
S9
                                   (a.)   Tubular goods, sized 2 3/8 inches OD and larger, except line pipe, shaH be priced at current new price available from area
60
                                          vendors     e£fective as      of date of movement plus                  transportation     cost using the           80,000
61
                                          pound carload weight basis to the railway receiving point nearest the Joint Property for which
62
                                          published rail rates for tubular goods exist. rr the 80,000 pound rail rate is not offered, tho 70,000 pound
63
                                          or 90,000 pound rail rate may be used. Freight charges for tubing will be calculated from Lorain, Ohio
64
                                          and casing from Youngstown, Ohio.
6S
66
                                 (b)      F'or grades which are special to one mill onty1 prices shall be computed at Uie mm bue of that mill plus
67
                                          transportation cost from that mill to the railway receiving point nearest the Join1 Property u provided
68
                                          above in Paragraph :2.A.(l){a). For transportation cost fiom points other thlU\ Eastern mills. the 30,000
69
70




                                                                                      -6-




                                                                                                                                                                          SEC 190255
                                                                                                                 .~vPAS    1984 ONSHORE
                                                                                                                 Recommended by the Council
                                                                                                                 of Petroleum Accountanis

.-----------SOC-letle_•                                                                                                      --CO~A~

                        pound Oil Field Haulers Association interstate truck rate shall be used.


                 (c)    Special end finish tubular goods shall be priced at tho lowest published out-of.st°"k price, £0.b. Houston,
     4                  Texas, plus trensponation cost, using Oil Field Haulers Association interstate 30,000 pound trvok rate,
     5                  to the railway receiving point nearest the Joint ProP=JtY.
     6
                 (d)    Macaroni tubing (size less than 2 3/8 inch OD) shall be priced at tho lowest published out-of-stock prices
                        t".o.b. 1he supplier plus transportation c:osts, using the OiJ Field Haii1crs Association interState truck rate
                        per weight of tubing transferred, to the railway receiving point flCal°C$t the Joint Property.
 10
 II       (2)    Linc Pipe
 12
 13              (a)    Line pipe movements (except size 24 inch OD and larger with walls % inch and over) 30,000 pounds or
 14                     more shall be priced under provisions of tubular goods pricing in Panlgraph A.(l)(a) as provided above.
 IS                     Freight charges sholl be calculated from Lorain, Ohio.
 16
 17              (b)    Line Pipe movements (eXcept size 24 inch OD) end largar with walls % inch and over) less than 30,000
 18                     pounds shall be priced ot Eastern mill published carload bBSc prices effective as of date of shipment,
 19                     plus 20 percent, plus transportation costs based on freight rates as set forth under provisions of tubular
 20                     goods pricing in Paragraph A.(l)(a) as provided above. Fnoight charges shall be calculated from Lorain,
 21                     Ohio.
22
23               (c)    Line pipe 24       inch OD and over and % inch wall and larger shall be priced f.o.b. the point of
 24                     manufacture at C\ITTCDt new published prices plus transportation cost to the railway receiving point
 25                     nearest the Joint Property.
 26
27               (d)    Line pipe, including fabricated line pipe, drive pipe and            conduit not listed on published price lists shall
28                      be priced at quoted prices plus freight to the railway receiving point nearest the Joint Property er at
29                      prices agreed to by the Parties.
30
31       (3)     Other Material shall be priced 111 the current new price, in e!l1'ct at date of movement, os listed by a reliable
32               supply store nearest the Joint Property, or point of manufacb.lrc, plus tnmsportation costs, if applicable, to tho
33               railway receiving point nearest the Joint Property.
34
35       (4)     Unused new Material, except tubular goods, moved from the Joint Property shall be priced at the current
36               new price, in effect on date of movement, as listed by a relillbJe supply store nearest the Joint Property, or
37               point of manufacture. plus transportation costs, if applicable, to the railway receiving point nearest the Joint
38               Property. Unused new tubulara will be priced es provided above in l'aregraph 2.A.(1) and (2).
39
40       B.     Good Used Material (Condition BJ
41
42              Material in sound and serviceable condition and suitable for reuse wjthout reconditioning:
43
44              (I)    Material moved to the Joint Property
45
46                     At seventy-five percent (75%) of culTOllt new price, as determined by Paragraph A.
47
48              (2)    Material used on end moved from the Joint Property
49
50                     (a)   At   sevcnty~five   percent (7 5%)   or   curreni new price, as detcnninod by Paragraph A, if Material       was
SI                           originally charged to the Joint Account u new Material or
52
53                     (b)   At sixty-five percent (65%) of current new price, BS determined by Paragraph A, if Material wes
54                           originally charged to the Joint Account as used Mati:rial
55
56              (3)    Material not used on and moved from the Joint Property
51
SB                     At •evonty-five percent (7'%) of current new price 11 detcnnined by Parasraph A.
59
60              The cost of recondidoning, if any, shall be absorbed by the transferring property.
61
62       C.     Other Used Material
63
64              (I)    Condition C
65
66                     Material which is not in sound and serviceable condition and not suitable for its original function until
67                     after reconditioning shall be priced at fifty pc1"11l (50%) of cum:nt new price as determined by
68                     Paragraph A. The cost of ~onditioning shall be charged to the receiving property, provided Condition
69                     C value plus cost of reconditioning: does not exceed Condition B value.
70




                                                                    .7.




                                                                                                                                                 SEC 190256
                                                                                                                           ,.;PAS 1984 ONSHORE
                                                                                                                           Recommended by the Council
                                                                                                                           of Petroleum Accountants

. . . . - - - - - - - - - - 5 - o c i e « • _ ·--~O~A~
                              (2)   Condition D

                                    Material, excluding junk, no J1;mger suilabJe for its i'.lriginaJ purpose, but usable Cor some other purpose
                                    shall be priced on a basis ®mmensurate with its use. Operator may dispose of Condition D Material
                                    under prcx:edur.. nomially used by Operator without prior approval or Non-Operators.

                                    (a)   Casing, tubing. or drill pipe used aa line pipe shall be priced as Grade A and B seamless line pipe
                                          of comparable size and welght.      Used casing, tubing or drill pipe utilized as line. pipe shall be
  9                                       priced at used line pjpe prices.
 JO
 II                                 (b)   C.Sing, tubing or drill pipe usod as higher pressure service lines tban standard lino pipe, e.g.
 u                                        pDwer oil Jines, shall be priced under oonnal pricing procedures for casing, tubing. or drill pipe.
 13                                       Upsei tubular goods shall be priced on a non upset baais.
 14
 15                           (3)   Condition E
 16
 17                                 Sunk shall be priced at prevailing prices. Operator may dispose of Condition E Material                         under
 18                                 prcx:eduros nomially utilized by Operator without prior approval of Non-Operators.
 19
 20                     D.    Obsolete Material
21
22                            Material which is serviceable imd usable for its original function but condition and/or value of such Material
23                            is not equivalent to that which would justify a price as provided above may be specially priced as agreed to by
24                            1he Panics. Such price should result in the Joint Account being charged with the value or the service
25                            tendered by such Ma1crial.
26
27                      E.    Pricing Conditions
28
29                            (1)   Loading or unloading cosu may be charged to the loint Account at the rate or twenty-five ocnlS (2S¢)
30                                  per hundred weight on all tubular goods movements, in lieu of actual Joading or unloading costs
31                                  sustained at the stocking point The above rate shall be adjusted as of the first day of April each year
32                                  following January I, 1985 by the same percentage increas<i or decreue used to adjust overhead rates in
33                                  Section 111, Paragraph l.A.(3). Each year, lhe rate oalculated shall be rounded to the nearut cent and
34                                  shall be the rate in effect unlil the first day of April next year. Such rate shall be published each year
35                                  by the Council of Petroleum Accowuants Societies.
36
37                            (2)   Material involVing erection costs shall be charged           ac   applicable percentage of the current   knocked~down
JI                                  price of new Material.
39
40    J.          Premium Pr!...
41
42                Wheoever Ma1crial is not readily obtainable at published or listed prices because of national emergencies. strikes or other
43                unusual cause.s over which 1he Operator has no control, the Operator may charge the Joint Account for rhe n::quired
44                Material at the Operator's actual cost incurred in providing such Material, in making it suitable for use, .and in moving it
45                10 the Joint Property~ provided notice in writing is furnished to Non-Operators of the proposed charge prior to billing
46                Non-Operators for such Material. Each Non·Operacor shllll havo the righ~ by so elecling and notifying Operator within
47                ten days after receiving notice from Operator, to furnish in kind all or pan of his share of such Material suitable for use
48                and acceptable to Operator.
49
so    4.         Warrant)" otMaterial Furnlsbed By Operator
ll
52               Operator does nol warrant the Macerial furnished. In case of def~rive MaleriaJ, credit shaJI not be                 pass~   10 the Joint
53               Account until adjustment has been received by Operator from the manufacturers or their agenis.
54
SS
56                                                                      V. INVENTORIES
57
58    The Operator shall maintain detailed records of Controllable Material.
S9
60    I.         Periodic Inventories, Notice and Repraatatlon
61
62               At reasonable intervals, inventories shall be taken by Opera.tor of the Joint Account Controllable Material. Written notice
63               of intention to take inventory shall be given by Operator at least thirty (30) days before any inventory is to begin so that
64               Non-Operators may be represented whon any inventory is taken. Failure of Non.Operators to be represented at M
65               inventOT)' shall bind Non-Oper&t<n to accept the inventory taken by Opera1or.
66
67    2,         Rccoudllatloa and Adjustment or lnvcatorlts
68
69               Adjustments to the Joint Account resulting from the reconciliation of a physical inventoey shall be made within six
10               mon1hs following the taking of the invent DI}'. Inventory adjustments shall be made by Operator to the Joint Account for




                                                                               -8-




                                                                                                                                                            SEC 190257
                                                                                                                       ....PAS 1984 ONSHORE
                                                                                                                       Recommended by the CouncU
                                                                                                                       of Petroleum Accountants
                  sociotl_••--CO~A~
_ _ _ _ _ _ _ _ _ _



          overages and ihortagcs, but, Operator shall be held acC<)Unlablc only for shortages due to lack of reasonable diligence.


     J.   Speclallnventorles

          Special invcnlories may be 1akcn whenever there is any sale. change or interest, or change of Operator in lhe Jojnt
          Property. It shall be the duty of the party selling to notify all other Ponies as quickly as possible after the transfer of
          interest takes place. In such cases, both the seller and the purchaser shall be governed by such inventor)'. ln cases
          involving a change of Operator, all Panjcs shaU be governed by such inventory.


JO   4.   Espense of Conducting. Inventories
ll
12        A.   The expense of conducting periodic inventories shall not be charged to the Joint A~ount unleu agreed to by the
13              Parties.
14
JS        B.   The expense of tonducling special inventories shall be charged to tho Parties requesting sLlCh inventories, except
16             inventories required due 10 chan&e of Operator sh.all be charged to the Joint Account.
11
18
19
20
21
22
23
24
25
26
27
28
29
JO
JI
32
33
34
JS
36
31
38
39
40
41
42
43
44
45
46
47
48
49
so
SI
S2
53
54
SS
56
51
58
59
60
61
62
63
64
6S
66
67
68
69
70




                                                                         .9.




                                                                                                                                                   SEC 190258
                                                         EXHIBIT"D"


                                              Attached to and made a part of
                  Operating Agreement dated January 2, 20 I0, between RAW Oil & Gas Inc., as Operator and
                                      Smith Energy Company, etal, as Non-Operators.



                                                         INSUBANCE

Operator shall carry and maintain at all times the following insurance with respect to all operations under this Agreement:

a)   Insurance which shall comply with the Workmerrs Compensation Laws of the State in which operations hereunder are
     conducted.

b) Employers' Liability Insurance with limits of not less than$ 1,000,000 for each occurrence.

c) Comprehensive General Liability Insurance with limits of not less than (I) $1,000,000 for each occurrence for bodily
   injury, and (ii) $1,000,000 for each occurrence for property damage. Operator shall provide an AFE insurance program
   with coverage as follows: Premises and operations, sudden and accidental pollution, underground resources, products and
   completed operations, and blowout, cratering and explosion coverage.

d) Automobile Liability Insurance, including owned, hired and non-hired vehicles, with combined single limits of$500,000.

e) Coverages in subparagraphs (c) and (d) above shall include Non-Operators as Additional Insured.

f)   Excess Liability Coverage in excess of the coverage in subparagraphs (a), (b}, (c), (d) and (e) above with a combined single
     limit for Bodily Injury and Property Damage of not less than $1,000,000 for each occurrence.

g) All premiums on the above provided for insurance shall be charged to the Joint Account. Except as may be otherwise
   expressly provided in the Operating Agreement to which this Exlnbit is attached, the Joint Account shall be charged with
   all liabilities and eXpenditures resulting from any claims, damages, or losses against which Operator is not required to carry
     insurance.

h) Operator shall not be liable to Non-Operators for loss, suffered on accowtt of the insufficiency of insurance carried, or of
   the insurer with whom carried, nor shall Operator be liable to Non-Operators for any loss accruing by reason of Operator's
   inability to provide or maintain the insurance specified above, provided, however, that if at any time Operator is unable to
   obtain or maintain such insurance, Operator shall promptly notify Non-Operators in writing of such fact and Non-Operators
   may obtain and maintain such insurance at their expense.




                                                                                                                                    SEC 190259
                                                        EXHIBIT"E"


                                          Attached to and made a part of
              Operating Agreement dated January 2, 20 I 0, between RAW Oil & Gas Inc., as Operator and
                                  Smith Energy Company, eta!, as Non-Operators.


                                            GAS BALANCING AGREEMENT

 The parties to the Operating Agreement to which this agreement is attached own the working interest in the gas rights
 underlying the Contract Area covered by such agreement in accordance with the percentages of participation as set forth
 in Exhibit "A" to the Operating Agreement.

 Each party has made (or will make) arrangements to sell or utilize its share of the gas well gas produced from the
 Contract Area. However, the respective gas markets of the parties may be limited from time to time; therefore, to permit
 the parties as much flexibility as possible in meeting the demands of their respective markets, the parties hereto agree to
 the following storage arrangement:

                                                           Section 1.

From and after the date of initial delivery of gas well gas from any proration unit within the Contract Area, during any
period when the marlcet of a party is not sufficient to take that party's full share of the gas well gas produced, the other
parties shall be entitled to produce each month, in addition to their own share of production, that portion of any other
party's share of production which said PartY is unable to market, or its purchaser does not take, of the allowable gas
production assigned to such proration unit by the appropriate regulatory authority having jurisdiction in the premises or
at the maximum efficient rate, if no such allowable gas production is so assigned, except, however, that no party shall be
entitled to take or deliver to a purchaser gas production in excess of three hundred percent (300"/o) of its share of
allowable gas production or maximum efficient rate unless that party has gas in storage. The parties hereto shall share in
and own the lease condensate (liquid hydrocarbons recovered from such gas by lease equipment) in accordance with
their respective above specified interests, upon and subject to the terms of the Operating Agreement.

                                                           Section2.

A PartY taking less than its full share of the gas well gas produced shall be credited with gas in storage on a BTU basis
equal to its full share of the total gas well gas produced, less such party's share of such gas used in lease operations or
vented or lost, and less that portion of such gas such PartY took or delivered to the purchaser. Operator wlll maintain a
running account of the gas balance as between the parties hereto and will furnish each PartY monthly statements showing
the total quantity of gas well gas produced, the portion thereof used in lease operations, vented or lost, the total quantity
of gas well gas delivered to market, and the monthly and cumulative total over and under delivery of each PartY on an
MCF and on a BTU basis.

                                                          Section 3.

After notice, any PartY may at any time begin taking or delivering to a purchaser its full share of the gas well gas
produced (less such party's share of such gas used in the lease operations, vented or Jost). To allow the recovery of gas
in storage and to balance the gas account of the parties in accordance with their respective interests, a party with gas well
gas in storage shall be entitled to take or deliver to a purchaser its full share of the gas well gas produced (less such
party's share of such gas used in lease operations, vented or lost), plus a share of gas not exceeding its gas in storage
determined by multiplying (I) twenty-five percent (25%), by (2) the interest in the proration unit's current production
(less such party's share of such gas used in lease operations, vented or lost) of the PartY or parties without gas in storage,
by (3) a fraction, the numerator of which is the interest in the proration unit of such PartY with gas in storage and the
denominator of which is the total percentage interest in the proration unit of all parties with gas in storage.

                                                          Section4.

Nothing herein shall be construed to deny any PartY the right, from time to time, to produce and take or deliver to its
purchaser its full share of the allowable gas production to meet the deliverability tests required by its purchaser. Each
party shall at all times use its best efforts to regulate its takes and deliveries from the Contract Area so that wells will not
be shut in for over producing the allowable, if any, assigned thereto by the regulatory authority having jurisdiction.

                                                          Section S.

Each party producing or taking or delivering gas well gas to its purchaser shall pay any and all royalties and production
taxes due on such gas.

                                                          Section 6.

Should production of gas well gas from a proration unit be permanently discontinued before the gas account is balanced,
settlement will be made between the parties for gas which has not been recovered by any party from storage. In making




                                                                                                                                   SEC 190260
such settlement, ifthere is any party whose gas has not been recovered from storage, or a party who has sold more than
 its share of gas well gas, then the amount owed (as hereinafter defined) by each of the latter shall be forwarded to the
operator who shall allocate the sum of such amounts and pay the former in proration to the respective ownerships in gas
not recovered from storage. The amount owed by each party who has sold more than its share of gas well gas shall be
the weighted average of the amounts received by such party upon sale of such gas during the period or periods
overproduction is accrued by such party, Jess base lease royalty and taxes paid thereon; provided, however, that as to gas
sold in interstate commerce by such party, such amounts shall be based upon that portion of the rate or rates not subject
to refund applicable to and collected for the volumes sold during such period or periods by such party under orders of
the regulatory body having jurisdiction which are fmal at the time of such settlement, plus any additional collected
amounts which are not ultimately required by said body to be refunded, such additional collected amounts to be
accounted for at such time as fmal determination is made with respect thereto. For the pwpose of the preceding
sentence, the weighted average of the amounts received by such party shall be determined by weighting the respective
amounts received for such gas on the basis of volumes of overproduction that accrue hereunder to the account of such
party during the period for which such amount was received. As to any gas which any party hereto may take for its own
use or sell to a third party purchaser affiliated with such selling party such sum or amount of money for lhe amount of
such gas thereof shall be based upon the rate which would have been received by the under produced party as if such gas
had been taken during the period or periods of underproduction under its contract with a nonaffiliated third party
purchaser, but, if the underproduced party has no such contract, such sum or amount of money shall be based on the
average rate received by other parties hereto for their share of gas during lhe affected period.

                                                        Section 7.

This agreement shall constitute a separate agreement as to each proration writ within the Contract Area and shall become
effective in accordance with its terms and shall remain in force and effect as long as the Operating Agreement to which it
is attached remains in effect, and shall inure to the benefit of and be binding upon the parties, their successors, legal
representatives and assigns.

                                                       Section 8.

Nothing herein shall change or affect each party's obligations to pay its proportionate share of all costs and liabilities
incurred in lease operations in accordance with and subject to the provisions of the Operating Agreement.




                                                                                                                             SEC 190261
                                                    EXHIBIT"G"

                                      Attached to and made a part of
          Operating Agreement dated January 2, 20 I 0, between RAW Oil & Gas Inc., as Operator and
                              Smith Energy Company, etal, as Non-Operators


TAX PARTNERSHIP PROVISIONS


 I.    RELATIONSHIP OF THE PARTIES. This agreement shall not create any mining partnership, commercial
       partnership or other partnership relating or joint venture, and the liabilities of each of the parties hereto shall be
       several and not joint. However, solely for the Unites States federal income tax purposes, this agreement shall
       be considered as a partnership, but such relationship shall be considered as a partnership, but such relationship
       shall not be a partnership to any other extent or for any other purposes.

2.    ELECTION TO REMAIN WITHIN SUBCHAPTER K. Notwithstanding anything to the contrary herein or in
      the Operating Agreement (the "Operating Agreement") to which this is also to be considered an Exhibit, the
      parties hereto agree with respect to all operations conducted hereunder:

      Each party, now having or hereinafter acquiring an interest under this agreement, agrees not to elect to be
      excluded from the application of Subchapter K of Chapter I of Subtitle A of the Internal Revenue Code of
       1986, as amended (the "Code"), and each party agrees to join in the execution of such additional documents
      and elections as may be required by the Internal Revenue Service in order to effectuate the foregoing. In
      addition, if the income tax laws of any state in which the parties conduct operations pursuant to the terms of
      this Exlubit or the Operating Agreement, contained provisions similar to those contained in Subchapter K of
      Chapter I of Subtitle A of the Code, the parties hereby agree not to elect to be excluded from the application of
      such provisions.

3.    INCOME TAX COMPLIANCE AND CAPITAL ACCOUNIS

      The Operator shall prepare and file all required federal and state partnership income tax returns. In preparing
      such returns Operator shall use its best efforts and in doing so shall incur no liability to any other party with
      regard to such returns. Not less than two weeks prior to the due date (including extensions) Operator shall
      submit to each party a copy of the return as proposed for review.

      The Operator shall establish and maintain filir mlllket ("FMV") capital accounts and tax basis capital accounts
      for each party. Operator shall submit to each party along with the copy of any proposed partnership Income tax
      return an accounting of its respective capital acco1D1ts as of the end of the tax retmn period.

      Each party agrees to furnish to Operator not later than 30 days before the return due date (including extensions)
      such information relating to the operations conducted under this agreement as may be required for the proper
      preparation of such returns and capital accounts.

4.    TAX MATTERS PARTNER

      4.1 O,perator js Tax Matters Partner. Operator is designated tax matters partner ("TMP") as defined in Internal
      Revenue Code (Code) Section 623J(aX7). In the event of any change in operator, the party serving as TMP
      for a given taxable year shall continue as TMP with respect to all matters concerning such year. The TMP and
      other parties shall use their best efforts to comply with responsibilities outlined in this section and in Code
      Sections 6222 through 6232 and 6050K (including any Treasury Regulations promulgated thereunder) and in
      doing so shall incur no liability to any other party. Notwithstanding TMP's obligation to use its best efforts in
      the fulfillment of its responsibilities, TMP shall not be required to incur any expenses for the preparation for, or
      pursuance of administrative, or judicial proceedings, unless the parties agree on a method for sharing such
      expenses.

      4.2 Jnfogpation requested by TMP. The parties shall furnish TMP within two weeks from the receipt of the
      request with such information (Including information specified in Code Sections 6230(e) and 6050(k) as TMP
      may reasonably request to permit it to provide the Internal Revenue Service with sufficient information for
      purposes of Code Sections 6233 and 6050K.

      4.3 IMP Agreements with IRS. The TMP shall not agree to any extensions of the statute of limitations for
      making assessments on behalf of any other party without first obtaining the written consent of that party. The
      TMP shall not bind any other party to a settlement agreement in tax audits without obtaining the concurrence of
      any such party.

      Any other party who enters into a settlement agreement with the Secretary of the Treasury with respect to any
      partnership items, as defined by Code Section 623 l(aX3), shall notify the other parties of such settlement
      agreement and its terms within 90 days from the date of settlement.



MKB/EXHG.WPF




                                                                                                                                SEC 190262
       4.4 Inconsistent Treatment of Partnership Item. If any party intends to file a notice of inconsistent treatment
       under Code Section 6222(b), such party shall, prior to the filing of such notice, notify the TMP of such intent
       and the manner in which the Party's intended treatment of a partnership item is (or may be) inconsistent with
       the treatment of that item by the partnership. Within one week of receipt the TMP shall remit copies of such
       notification to other parties to the partnership. If any inconsistency notice is filed solely because of the party
       not having received a Schedule K· I in time for filing of its income tax return, the TMP need not be notified.

      4.5 Request for Administrative Adjustment. No party shall file a request pursuant to Code Section 6227 for an
      administrative adjustment of partnership items for any partnership taxable year without first notifying all other
      parties. !fall other parties agree with the request adjustment, the TMP shall file the request for administrative
      adjustment on behalf of the partnership. If unanimous consent is not obtained within the period required to
      timely file the request for administrative adjustment, if shorter, any party, including the TMP, may file a
      request for administrative adjustment on its own behalf.

      4.6 Judicial Proceedings. Any party intending to file a petition under Code Section 6226, 6228 or any other
      Code Section with respect to any partnership item, or other tax matters involving the partnership, shall notify
      the other parties of such intention and the nature of the contemplated proceeding. In the case where the TMP is
      the Party intending to file such petition, such notice shall be given within a reasonable time to allow the other
      parties to participate in the choosing of the forum in which such petition will be filed. If the parties do not
      agree on the appropriate forum, then the appropriate forum shall be decided by majority vote. Each party shall
      have a vote in accordance with its percentage interest in the partnership for the year under audit. If a majority
      cannot agree, the TMP shall choose the forwn. If a party intends to seek review of any court decision rendered
      as a result of such proceeding such party shall notify the other parties.

      4.7 Windfall Profit Tax. The parties agree to take appropriate action under Code Section 6232(c) and any
      treaswy regulations thereunder to assure that items required to compute the Windfall Profit Tax as imposed by
      Chapter 45 of the code not be treated as partnership items.

5.    ELECTIONS

      5.1 General Elections. For both income tax return and capital account purposes, the partnership shall elect (a)
      to deduct currently intangiole drilling and development costs ("IDC"), (b) to use minimwn allowable
      acceleration tax method and the shortest pennissible tax life for depreciation purposes, (c) to use the accrual
      method of accounting, (d) to report income on a calendar year basis, and (e) dispositions of depreciable assets
      shall be accounted for under the General Asset account method to the extent permitted by Code Section
      168(iX4).

      5.2 Depletion. Solely for FMV capital account purposes, depletion shall be calculated by using simulated
      percentage depletion within the meaning of Treasury Regulation Section 1.704-1 (b)(2Xiv)(k)(2).

      5.3 Other Elections. Any other elections must be approved by the affumative vote of two (2) or more parties
      owning a majority interest based on the post payout ownership as shown in Exhibit "A".

6.    CAPITAL CONTRIBUTIONS AND FMV CAflTAf, ACCQUNTS

      6.1 Caojtal Contributions, The respective capital contributions of each party to the partnership shall be (a)
      each party's interest in the oil and gas leases committed to this partnership, and all properties associated with
      the leases, and (b) all amounts paid by each party in connection with acquisition, exploration, development and
      operation of the leases, and all other costs characterized as contributions or expenses borne by such party under
      this partnership. The contribution of the leases and any other properties committed to this partnership shall be
      made by each party's agreement to hold legal title to Its interest in such leases or any other properties as
      nominee for this partnership.

      6.2 FMV Capital Accounts. The FMV capital accounts shall be increased and decreased as follows:

               (a) The FMV capital accounts shall be increased by; (i) the amount of money and the fair market
               value of any property contnouted by each party, respectively, to the partnership (net of liabilities
               asswned by the partnership or to which the contributed property is subject); (ii) that party's Sec. 7.1
               allocated share of Partnership income and gains, or items thereof; (iii) any basis increases required bY
               Code Sections 48(q) and 10!6(a)(22); and (iv) that party's share of Code Section 705(aXl)(B) and
               (C) items.                                                                                      ·

               (b) The FMV capital accounts shall be decreased by: (i) the amount of money and the fair market
               value of property distributed to each party (net of liabilities assumed by such party or to which the
               property is subject); (ii) that Party's Sec. 7.1 allocated share of partnership Joss and deductions, or
               items thereof; (iii) any basis decreases required by Code Sections 48(9) and 10 l 6(aX22); and (iv) that
               parties share of Code Section 705(a)(2)(B) items and Code Section 709 nondeductible and
               nonamortizable items.



MKB/EXHG.WPF




                                                                                                                            SEC 190263
                "Fair market value" when it applies to property contributed by a party to the partnership shall be
                assumed to equal the adjusted basis, as defined in Code Section I 0 II, of that property unless the
                parties agree otheiwise in a separate written agreement.

 7.    PARTNERSHIP ALLOCATIONS

       7. I FMY Capital Account Allocations. Each item of income, gain, loss or deduction shall be allocated to each
       party as follows:

                (a) Actual or deemed income from the sale, exchange distribution or other disposition of production
                shall be allocated to the party entitled to such production or the proceeds from the sale of such
                production. In the event that deemed income arising from the in-kind distribution of production
                equals that fair market value of the production disln'buted to a party, the parties recognize that the
                corresponding adjustments would be net zero adjustment and accordingly, may be omitted form the
                FMV capital accounts;

                (b) Exploration cost, IDC, operating and maintenance cost shall be allocated to each party in
                accordance with Its respective contribution to such cost;

                (c) Depreciation shall be allocated to each party in accordance with its contribution to the FMV
                capital account adjusted basis to the underlying asset;

               (d) Simulated depletion shall be allocated to each party in accordance with its FMV capital account
               adjusted basis in each oil and gas property;

               (e) Loss (or simulated loss) upon the sale, exchange, distribution, abandomnent or the disposition
               of depreciable or depletable property, shall be allocated to the parties in the ratio of their respective
               FMV capital account adjusted basis in the depreciable or depletable property;

               (f) Gain (or simulated gain) upon the sale, exchange, distribution, or other disposition of depreciable
               or depletable property, shall be allocated to the parties so that the FMV capital account balances of
               the parties with respect to such property will most closely reflect their respective percentage or
               fractional interest under the agreement;

               (g) Costs or expenses of any other kind shall be allocated to and accounted for by each party in
               accordance with its respective contribution to such costs or expenses; and,

               (h) Any other income item shall be allocated to the parties in accordance with the allocation of the
               realization.

      7.2      Tax Returns and Tax Basis Capital Account Allocations

               (a) Unless otherwise expressly provided herein the allocations of partnership items of income, gain,
               loss or deduction for tax return and tax basis capital ae<:ounts purposes shall be the same as those
               contained in Section 7.1;

               (b) The parties recognize that under Code Section 613A(CX7)(D) the depletion allowance is to be
               computed separately by each party. For this purpose, each party's share of the adjusted tax basis of
               each oil and gas property shall be equal to its contn'bution to the adjusted tax basis of such property;

               (c) The parties recogni:r.e that under Code Section 613A(C)(7)(0) the computation of gain or loss
               on the taxable disposition of an oil or gas property is to be computed separately by each party. For
               this purpose the portion of the total amount realized by the partnership that represents a recovery of
               simulated adjusted basis in an oil and gas property will be allocated to the parties in the same ratio
               that simulated depletion is allocated to them under Sec. 7.l(d). Any additional amount realized will
               be allocated in accordance with the ratio of simulated gain allocation for such property under Sec.
               7.l(f);

               (d) Depreciation shall be allocated to each party in ae<:ordance with its contribution to the adjusted tax
               basis of the depreciable asset;

               (e) A1fY recapture of depreciation, IDC, and other items of deduction or credit shall, to the extent
               possible, be allocated among the parties in accordance with their sharing of the depreciation, IDC or
               other item of deduction or credit which is recaptured;

               (t) The qualified investment for investment tax credit (if reinstated) purposes with respect to any
               property shall be allocated among the parties in accordance with their respective contributions to the
               qualified investment (as defined in the code) in such property;



MKB/EXHG.WPF




                                                                                                                            SEC 190264
                   (g) For partnership property which has a value in the FMV capital accounts which differs from the
                   adjusted tax basis of such property, any tax items relating to such property will be allocated to the
                   parties in a lllllllller whicb. takes into a1;eount the variation between the adjusted tax basis of such
                   property and Its FMV capital account value under Code Section 704(c); and,

                   (b) The Income altributable to take-in-kind production will not be reflected on the tax relUrn.

 8.      D!SfRIBUTION UPQN TERMINATION

         8. l Tmnination. Tennlnation shall occur on the earlier of the tennination of the parlllersbip under Code
         Section 708(bX l) or the date upon which the partnership ceases to be a going concern. Upon tenn!nation the
         business shall be wound-up and concluded, and the assets shall be distributed to the parties as described below
         by the end of such calendar year (or, If later, within 90 days after the date of such termlnatlon). All assets shall
         be distributed to the parties as provided in Sections 8.2 through 8.4.

         8.2 ~ First, all money represonting unexpended contrfbutions by any party and any property where
         no interest has been earned in that property Wider the agreement by any other party shall be returned to the
         contn'butor.

         8,3 BAlwiDg. Second, the FMV capital accounts of the parties shall be detennlned under this Section 8.3.
         The Operator shall take the actions specified under this Section 8.3 In order to cause the ratio of the partles
         FMV capital accounts to reflect as closely as possible their percentage interests under the agr\\ement. The ratio
         of a party's FMV capital account is represented by a fraction, the nwnmtor of which Is tbe party's FMV capital
         account balance and the denominator of which Is the sum of all parties FMV capital account balances. Such
         actions are hereafter referred to as "balancing the FMV capital accounts", and when completed, the FMV
         capital accounts of the parties shall be referred to as being "balanced". The matter in which the FMV capital
         accounts of the parties are to be balanced under this Section 8.3 shall be detennined as follows:

                  (a) The lilit market value of all partnership propenies shall be detennined and the gain or loss for
                  each property which would have resulted if a sale thereof Ill such fair marlcet value had cccurred shall
                  be allocated in accordance with Section 7.l(e) and(!). If thereafter, any party has a negative FMV
                  capital account balance, that ls, a balance less than zero, such party shall contribute an amount of
                  money to the partnership sufficient to achieve a zero balmce FMV capital account. Any party may
                  contribute an amount or money to the partnership to facilitate the balancing of the FMV capital
                  accoWlts. lfFMV capital accowits are not balanced, Section 8.3(b) or (c) shall apply;

                  (b) If all the parties consent, any money or an undivided interest in certain selected properties shall be
                  distributed to one or more parties as necessary fur the purpose ofba!llllclng the FMV capital accounts;

                 (c) Unless (b) above applies, aii undivided interest in each and every property shall be distributed to
                 one or more parties in accordance with the ratios of their FMV capital accounts;

                 (d) If a property is to be valued under {a) above or distributed pursuant to (b) or (c) above, the fuir
                 market value of the property shall be agreed to by the parties. In the event all of the parties do not
                 reach agreement as to the fair market value of property, the Operator shall cause a nationally
                 recognized independent engineering furn to prepare an evaluation of fair market value of such
                 property.

        8.4 final Distnlmtion. Third, after the FMV capital accounts of the parties have been adjusted, pursuant to
        Section 8.3 above, all other remaining property and interest !lien held by the partnership shall be distributed to
        the parties in accordance with their FMV capital account balances.

9.      TRANSFERS. SURVNQR$H!PANP CORRESpoNDENCE

        9.1 Iclllllfm. These partnmhip provisions shall inure to the benefit ofaml be binding upon the parties her~o
        and their successors and assigns. The panics agree that if any one of them makes a sale or assigrunent of its
        interest Wlder this agreement, such sale or assignment will be structured, if possible, so as not to cause a
        tennination under Code Section 708(b)(l)(B).

       9.2 ~yryivo!Jh!p. Any termination of the agreement shall not effCa the continuing application of the Tax
       Partnership Provisions as necessary for the tennlnation and liquidation of the Tax Partnership.

       9.3 Comsoondence, All comspondence relating to the preparation and filing of the partnership's income tax
       returns and capital accounts shall be forwarded to:

RAW Oil & Gas, me.
t 2312 Slide Road
Lubbock, Texas 79424



MKB/EXHG.WPF




                                                                                                                                SEC 190265
     TAB H
Muy Caliente GEA
   (DX 1356)




       8 
.~   '




                               GEOPHYSICAL EXPLORATION AGREEMENT
                                   MUY CALIENTE PROGRAM AREA
                         LYNN, TERRY, HOCKLEY AND BORDEN COUNTIES, TEXAS

                This Geophysical Exploration Agreement (the "Agreement") dated and effective as of January
         15, 2010 (the "Effective Date"), is entered into by and between RAW Oil & Gas, Inc. ("RAW"), JDH
         RAW Energy, L.C., formerly known as RAW Energy, L.C. ("RAW LC"), Mark P. Hardwick
         ("Hardwick"), Steve Blaylock ("Blaylock"), Elger Exploration, Inc. ("Elger"), and Smith Energy
         Company ("Smith"). RAW LC, Hardwick, Blaylock, and Elger are at times referred to collectively as
         the "RAW Participants" and, together with Smith, the "Participants." The Participants, RAW and
         RAW LC, are at times referred to individually as a "Party" and collectively as the "Parties."

                  WHEREAS, RAW proposes to conduct a 3-D seismic survey covering approximately 123 square
         miles in Lynn, Terry and Borden Counties, Texas, as depicted on Exhibit A attached hereto (such lands,
         as the area may be amended from time to time as provided herein, are referred to herein as the "Program
         Area"); and

                 WHEREAS, RAW intends to utilize such 3-D seismic data and existing geologic data to generate
         Prospects within the Program Area; and

                 WHEREAS, Participants desire to participate with RAW in the 3-D seismic survey and to
         participate in Prospects generated within the Program Area; and

                 WHEREAS, this Agreement is to establish the Parties' respective rights and obligations with
         regard to participation in the shooting, processing and interpretation of the 3-D seismic survey, the
         generation of Prospects, the acquisition of Leases within the Program Area, and the exploration,
         development, and production of oil and gas from Prospects generated using the 3-D seismic data.

                 NOW, THEREFORE, in consideration of the mutual covenants herein and other good and
         valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto
         agree as follows~

                                                      ARTICLE I

                                                 Geophysical Program


         1.1 Scope and Supervision of Geophysical Program. The Parties have agreed that a three-dimensional
         geophysical program (the "Muy Caliente Program" or the "Geophysical Program") will be conducted
         across the Program Area. The scope and design of the Geophysical Program will be determined by
         RAW, subject to Smith's final written approval. RAW will conduct or supervise third Parties in
         conducting the Geophysical Program, including permitting, data acquisition, processing and
         interpretation of the Data Program (as defined below).




                                                     DEFENDANT’S
         CJM 192243v.6                               TRIAL EXHIBIT
                                                             1356
                                                   __________________
                                                                                                     SEC 188310
1.2 Ownership and Confidentiality of Data.

(a) All data resulting from the Geophysical Program ("Program Data") shall be owned by the Parties
who pay for the costs of the Geophysical Program (the "Program Data Owners"), who will be
represented in this Agreement by Smith Energy Company as their agent and nominee. Notwithstanding
the provisions of Article V, Smith shall have the right to allow third parties to participate in Smith's
rights and obligations under this Agreement so long as such parties ratify this Agreement and a copy of
the ratification is furnished to RAW. All such ratifying Parties shall be referred to as the "Smith WI
Participants." Upon ratification of this Agreement, the Smith WI Participants shall be entitled to and
shall bear their proportionate share of Smith's rights and obligations under this Agreement, including
rights as Program Data Owners proportionate to their cost bearing interest in the 3D Survey Costs.

Upon request, all Parties shall be entitled to receive a copy of the Program Data, including all tapes and
reproducibles. Each Party shall have the right to use the Program Data in connection with exploration and
development of the Program Area for the benefit of the Parties during the Term, as defined in Section 2.5
below, but no Party other than Smith shall have the right to sell, trade, license or exchange ("Transfer")
the Program Data without the prior written consent of Smith. Upon an approved Transfer of any of the
Program Data, all proceeds of such sale shall be payable 'to and delivered to the Program Data Owners.
Upon expiration of the Term, all copies of the Program Data and (if requested in writing by Smith) all
interpretations derived from the Program Data will be returned to Smith on behalf of the Program Data
Owners.

(b) During the Term of this Agreement or so long as any Lease or Joint Operating Agreement within the
Program Area is in force and effect, each of the Parties shall maintain the confidentiality of the Program
Data; provided, however, that with prior written notice to Smith and RAW identifying the proposed
recipient of the Data, each Party may furnish a copy of the relevant portion of the Program Data to (i) the
Parties' lessors, to the extent required under applicable Leases and/or Permits covering lands in the
Program Area, (ii) such Party's bona fide consultants, and (iii) to prospective third Party purchasers of an
interest in a Prospect. Any consultant or prospective purchaser to whom access to any portion of the
Program Data is provided shall enter into a confidentiality and non-competition agreement, which shall
inure to the benefit of all of the Parties, pursuant to which such third Party shall agree to maintain the
confidentiality of the Program- Data and to use the Program Data solely for the purpose of rendering
consulting services or evaluating the Prospect, as the case may be. The consultant shall immediately
return the Program Data upon the completion of the work for which the consultant was engaged. The
consultant shall not be permitted to retain any copies of the Program Data or any analysis of
interpretations of the Program Data after completion of the work for which consultant was engaged. In
connection with the disclosure of any portion of the Program Data to a potential third-Party purchaser or
participant as permitted under this section, the Program Data shall at all times remain in the control of the
Party disclosing the Program Data and no third party shall be allowed to copy, or to receive copies, of the
Program Data including tapes and/or reproducibles. Such confidentiality and non-compete agreement
shall also include an agreement and obligation that such consultant or prospective purchaser must offer to
the Parties at actual cost any interest that may be acquired by such third party in lands covered by the
disclosed data within a specified period, such period to be no less than 36 months after disclosure of the
data.

1.3 Costs of Geoohvsical Program. Smith, along with the Smith WI Participants, will pay one hundred
percent (100%) of all 3D Survey Costs associated with the conduct of the Geophysical Program
(including any additional seismic conducted within the AMI and any purchased seismic data that has
been authorized in writing by Smith) including, but not limited to, the costs associated with three
dimensional ("3-D") seismic acquisition, seismic permitting and damages, processing, interpretation,


                                                     2
CJM 192243v.6



                                                                                                SEC 188311
    reproduction and any other costs associated with the Geophysical Program.

    RAW has estimated the 3D Survey Costs for the acquisition of new 3D seismic data to be $32,000 per
    square mile, which amount includes, but is not limited to (i) costs and expenses of acquiring all necessary
    geophysical permits from third parties, including landman and brokers' fees; (ii) costs of shooting the
    seismic survey, including surface damages payable to third Parties; and (iii) costs and expenses
    associated with processing Program Data derived from the geophysical operations on the Program Area
    and/or merging such Program Data with other 3-D Data and other geologic data (collectively, "3D
    Survey Costs"). Smith, on its own behalf and along with the Smith WI Participants as to their share,
    agrees to reimburse RAW for 100% of the 3D Survey Costs. An invoice for the actual 3D Survey Costs
    will be prepared and submitted by RAW to Smith with a copy to each Program Data Owner monthly
    according to COPAS standards as such costs are incurred. Smith, along with the Smith WI Participants,
    shall pay directly to RAW the amount billed within thirty (30) days after receipt.

    Subject to the prior approval of Smith, RAW shall have the right to purchase existing 3D seismic data
    and the acquisition cost shall be included in the 3D Survey Costs to be paid by Smith and the Smith WI
    Participants. The lands imaged by any purchased 3D seismic data shall be considered as included in the
    Geophysical Program.                                                     ·

    1.4      Acquisition of Seismic Permits; Amendment of Program Area.. RAW shall be responsible
    for acquiring sufficient seismic permits or other rights to conduct the Geophysical Program, and shall
    notify Participants when it has completed the acquisition of such permits and other rights. If RAW is
    unable to obtain seismic permits or other rights sufficient to grant it the right to conduct the Geophysical
    Program over sufficient acreage within the Program Area to properly image substantially all of the
    Program Area, RAW may, upon written notice to Smith, amend the Program Area to remove acreage as
    to which such seismic permits or other rights have not been obtained. Such notice shall include a
    description of the acreage to be removed, a reasonably detailed description of the efforts made to acquire
    the permits, RA W's reasons for removing the acreage, and a description of the anticipated impact of such
    removal on the survey and the generation of Prospects. With the prior written approval of Smith, RAW
    may substitute contiguous or nearby acreage for the acreage so removed. If RAW desires to substitute
    acreage, it shall notify Smith and all other Participants of the proposed substitution, including a
    description of the acreage to be removed, a description of the substitute acreage, and the reasons for such
    substitution. Smith shall have 10 days after receipt of such notice to approve or disapprove the
    substitution. Failure to respond within such 10 day period shall be deemed to be approval of the
    substitution.

    1.5 Contributions of the Parties. All Parties will participate with RAW in accomplishing the
    Geophysical Program as may be requested from RAW from time to time. The primary responsibilities of
    RAW are as follows:

    (a) RAW shall be Operator of the project to be conducted pursuant to this Agreement. RAW shall
    coordinate all land and geological functions, conduct the Geophysical Program and operate all wells
    drilling or drilled on each Prospect Area.

    (b) RAW will provide or supervise the land work on the Program Area, including negotiating and
    obtaining seismic options, lease options and leases, and settling surface damages for conducting the
/   Geophysical Program and for subsequent exploration and production operations.

    (c) RAW will promptly analyze and interpret the Program Data obtained from the Geophysical Program.




                                                         3
    CJM 192243v.6



                                                                                                    SEC 188312
(d) RAW will provide the geological subsurface expertise to integrate the Program Data with all
available geologic and well data to evaluate the Program Area including analyzing well logs in the area,
and providing geological mapping and interpretation.

(e) RAW will provide to Participants copies of all maps and interpretations relating to the Geophysical
Program and the Program Area currently available and as developed pursuant to this Agreement.

RAW will not charge a consulting fee but will charge an overhead fee of $7 ,500 per month while
third-party crews are working in the field during the Geophysical Program conducted under this
Agreement. RAW also will be entitled to the Operator's overhead under each Operating
Agreement.

1.6 Reports; Meetings. RAW shall distribute a written report on the status of all activities within the
Program Area to the Parties on at least a monthly basis. During the first year of the Term and thereafter
upon request by Smith, the Parties shall meet quarterly (unless waived by Smith) at a mutually agreeable
time, either in Smith's offices or by teleconference to review the Program's activities ("Quarterly
Meeting"). At least five (5) days prior to each Quarterly Meeting, RAW shall furnish to Participant (i) a
written agenda listing any Prospects to be presented at the meeting and listing other items of business to
be discussed at the Quarterly Meeting, and (ii) a brief written report summarizing the status of the
program's activities, including the status of seismic acquisition and processing, prospect generation,
lease acquisition, drilling operations, and other matters to be discussed at the Quarterly Meeting.

1.7 Completion of the Geophysical Program. The Geophysical Program will be completed for
purposes of this Agreement when final processed, migrated seismic sections have been delivered to
Participants by the third-party seismic contractors preparing such data. RAW will use all commercially
reasonable efforts to commence the field work relating to the Geophysical Program no later than
February 15, 2010, to have the data acquisition portion of the Geophysical Program completed by May
15, 2010 and to have all Program Data analyzed with the initial Prospect proposed to the Parties no later
than August 31, 2010.

                                              ARTICLE II

                          Participation Terms and Area of Mutual Interest

2.1 Interests of the Participants.

(a) RAW will acquire permits, options and Leases in its name as nominee on behalf of all Parties. RAW
will then assign to each Party its undivided interest in each Lease in accordance with the terms of this
Agreement. Smith and the Smith WI Participants shall be entitled to receive a collective 75% of 8/8ths
of all rights and interests acquired within the Program Area, burdened only by the royalty payable to the
Lessor of each Lease and any other third-party burdens in existence as of the time the Lease was acquired
by RAW, but without any other reduction or burden created by, through or under RAW or the RAW
Participants. Immediately on payment of all 3D Seismic Costs, geological and land costs for which
Smith is obligated to RAW in this Agreement, Smith and the Smith WI Participants shall be entitled to an
assignment of their working interest, and related net revenue interest, in each of the Leases acquired.

(b) RAW LC hereby agrees to assign to each of the three other RAW Participants 6.25% of 8/8ths of
RAW LC's rights and interests existing under the Leases and RAW LC will retain an undivided 6.25% of
8/8ths interest. When assignments of record title to the Leases are made by RAW, each of the RAW



                                                    4
CJM 192243v.6



                                                                                              SEC 188313
Participants shall receive an assignment of its proportionate undivided working interest and attributable
net revenue interest in and to each Lease in which the Participants are entitled to receive an interest
pursuant to this Participation Agreement and the Operating Agreement.

(c) Except as stated in Section 2.l(a) above, the interests assigned to each Participant pursuant to this
Agreement are hereby expressly assigned subject to their proportionate part of all of the terms,
covenants, reversionary interests and other production burdens referenced in the following:

                (i)     each Lease;
                (ii)    the Operating Agreement referenced in Article V below; and
                (iii)   any other third-party burdens in existence as of the time the Lease was acquired
                        by RAW.

2.2 Participation of the Parties in the Prospect Area and Subsequent Wells.

(a) As to each well on which RAW and the RAW Participants will receive a carried working interest
pursuant to Section 2.2(c) below, RAW will submit an invoice to Smith for a $50,000
geological/geophysical prospect generation fee thirty (30) days prior to the proposed spud date for the
applicable well. Smith (on its own behalf and along with the Smith WI Participants) will pay the fee on
or before fifteen (15) days from the proposed spud date. If actual drilling operations have not
commenced within 15 days after the proposed spud date for any well on which a fee has been paid by
Smith, RAW shall, upon written request by Smith, immediately refund the entire fee to Smith for that
well. When actual drilling operations do commence on that well, Smith, along with the Smith WI
Participants, shall pay the $50,000 fee to RAW within 15 days after the spud date. The maximum
number of wells on which Smith will be obligated to pay a prospect fee is nine (9) regardless of the
number of square miles actually imaged with 3D data pursuant to the Muy Caliente Program.

(b) It is understood and agreed that RAW, as Operator, will use its commercially reasonable efforts to
commence operations for the drilling of the initial well on the first Prospect promptly after the relevant
Leases have been acquired, but, in any event, no later than October 1, 2010 unless otherwise agreed by
Smith. Enclosed herewith is RA W's Authorization For Expenditure ("AFE") which shows the current
total estimated costs to drill, complete and equip a well to be drilled to a depth sufficient to test the
Fusselman Formation of approximately 11,100 feet. RAW will submit an updated AFE for the initial
well and each subsequent well in accordance with Section 3.1. In no event, without the written approval
of Smith, shall a lapse of the AFE serve to extend the time within which Operator is required to
commence operations for the drilling of a well.

(c) RAW and the RAW Participants shall be collectively entitled to an undivided 25% working interest
carried to the casing point on the first nine (9) wells drilled under this Agreement. The carried interest
will apply to the first nine (9) wells drilled anywhere on the Program Area (or in the On Point Program
Area pursuant to Section 2.2(d) below) even if more than one well is drilled within a single Prospect
Area. All subsequent wells drilled by the Parties anywhere in the Program Area will be on a heads-up
basis with each participating Party paying its working interest share of the costs of subsequent wells or
being subject to the relinquishment provisions of this Agreement or the non-consent provisions in
accordance with the applicable Operating Agreement.

(d) The Parties acknowledge that they have entered into a Geophysical Exploration Agreement for the
"On Point Program Area" located in Lynn and Terry Counties, Texas dated effective January 2, 2010
that relates to a proposed 3D Seismic Survey Program on approximately 45 square miles (the "On Point
Agreement"). The On Point Agreement provides that RAW and the RAW Participants will be entitled



                                                    5
CJM 192243v.6



                                                                                              SEC188314
to a 23.3333% carried working interest to casing point on the first three wells drilled within the On Point
Program Area. The Parties to this Agreement hereby agree that after the first three wells have been
drilled within the On Point Program Area in accordance with the On Point Agreement, Smith shall have
the right to specify in writing that any well or wells drilled thereafter within the On Point Program Area
shall be counted as wells drilled to satisfy the carried working interest obligation set forth in Section
2.2(c) above of this Agreement. As to each well Smith exercises this designation, RAW and the RAW
Participants will be entitled to the $50,000 prospect fee in accordance with Section 2.2(a) ifthe well is
one of the first nine (9) wells drilled pursuant to this Agreement. If RAW and the RAW Participants are
entitled to a carried working interest in accordance with Section 2.2(c) of this Agreement, then the
carried interest will be 25%, notwithstanding the fact that the well is drilled within the On Point Program
Area. Each such well drilled within the On Point Program Area that is designated by Smith as being
drilled pursuant to this Agreement will count toward Smith's obligations under this Section 2.2 of this
Agreement.

(e) As to all wells drilled within the Program Area, the applicable Operating Agreement will provide that
each well will be subject to a casing point election at which, if any Party elects not to participate in a
completion, such Party will relinquish and assign to the participating Parties all of its or their leasehold
interests in and to the well and the area specified in the Operating Agreement, as defined for each well
prior to commencement of drilling on that Prospect.

In the event that any Party elects not to participate in a completion attempt, the non-consenting Party will
be subject to the provisions in the governing Operating Agreement.

(f) No Party shall have the right to reinstatement of an interest in a well or acreage relinquished in
accordance with this Section 2.2 or in accordance with the applicable Operating Agreement, whether by
payment of a cash penalty, production penalty, or otherwise.

(g) In the event of a "Default" by any Party, as defined and described in Article VII of the Operating
Agreement, the other Parties shall have the right to exercise any and all remedies available to the non-
defaulting Parties specified in Article VII of the Operating Agreement, which provisions are incorporated
herein by reference.

2.3 Payment for and Ownership of Oil and Gas Interests. Until the first nine (9) wells have been
drilled to test the Fusselman Formation pursuant to this Agreement, Smith, along with the Smith WI
Participants, shall pay all of the costs of acquiring Oil and Gas Interests (including any lease options or
the exercise of any lease option) in the Program Area on the Prospect or Prospects approved by Smith.
While Smith is paying 100% of the lease or option costs, no lease or option shall be purchased by any
Party without the prior approval of Smith. After the first nine (9) wells have been drilled, the costs of
acquiring any additional Oil and Gas Interests (including bonuses, delay rentals, lease extensions or shut
in payments relating to leases) in the Program Area thereafter shall be borne by the Parties who own an
interest in the applicable Prospect Area in the proportions set forth on Exhibit B, Column D, attached
hereto. If a Party does not pay its share of Lease obligations and costs when due, that Party will
relinquish all of its interest in that Lease or Oil and Gas Interest.

All Oil and Gas Interests shall be owned by the Parties in the percentage interests set forth on Exhibit B,
Column D, except as such undivided interests may be modified by the operation of Sections 2.4, 2.5, and
3.4 hereof or by non-payment of Lease cost obligations.

2.4 Delay Rentals and Shut-In Royalties. At any time any delay rentals, shut-in royalties, Lease
extension payments or other sums ("Rentals") necessary to perpetuate any Oil and Gas Interests becomes



                                                     6
CJM 192243v.6



                                                                                                SEC 188315
due and owing (whether or not prior to nine (9) wells having been drilled), RAW shall pay such Rentals
and invoice all other Parties for their proportionate share thereof. Each Party agrees to pay its
proportionate share (as determined by Exhibit B, Column D, or the Party's participation percentage in
that Prospect, if different) of such Rentals within fifteen (15) days of receipt of an invoice therefore.
RAW shall have no liability to the other Parties hereto for failure to pay such Rentals when due provided
RAW has acted in good faith.

2.5 Area of Mutual Interest and Term. The Parties have agreed to and do hereby establish an Area of
Mutual Interest ("AMI") which shall encompass all lands located within the Program Area as depicted on
the plat attached hereto as Exhibit A together with all lands located within one-half mile of the exterior
boundaries of the Program Area. The AMI shall remain in force for a period of ten (I 0) years from the
date hereof, unless sooner terminated by the Parties (the "Term"). Upon expiration of the 10-year Term,
this Agreement shall terminate; provided that the obligation to return the Data and other information (if
requested) under Section l.2(a) shall survive termination of this Agreement. Should any Party own on
the date hereof, or acquire at any time during the Term, an interest in (i) a lease covering lands, any part
of which are located within the AMI or (ii) an option or a farm-in covering lands any part of which are
within the AMI (an interest so owned or acquired insofar and only insofar as it covers lands within the
AMI being herein called an "Acquired Interest"), such Party (the "Acquiring Party") shall promptly
notify the other Parties, in writing, of such acquisition, the consideration paid or to be paid for the
Acquired Interest, any other obligations (including, without limitation, drilling obligations) undertaken or
to be undertaken as a part of such acquisition and any other terms of such acquisition. Each of the
Parties shall, within thirty (30) days after the receipt of such notice, notify the Acquiring Party in writing,
whether or not it wishes to participate in such acquisition; provided that failure of a Party to respond
within the time and in the manner set forth above shall be deemed an election not to participate in such
acquisition.

2.6 Effect of Election to Participate. Should a Party elect to participate in an acquisition of an
Acquired Interest, such Party shall be assigned its proportionate part (being the percentage specified for
such Party in the table set forth in Exhibit B) of the Acquired Interest by the Acquiring Party, and shall
upon receipt of such assignment, pay, or to the extent not yet due, agree to pay when due) its part of the
direct costs incurred by the Acquiring Party in making such acquisition and agrees to assume its
proportionate part of any other obligations which are undertaken as part of such acquisition. If the costs
or obligations relate to the lands outside the AMI as well as to lands inside the AMI, such costs and/or
obligations shall be allocated between such areas on an acreage basis. Lease acquisition costs shall be
paid in accordance with Section 2.3 above. If less than all of the Parties elect to participate in such
acquisition, the proportionate parts for the Parties electing to participate shall, unless the Parties agreeing
to participate agree otherwise, be the percentage determined by dividing, for each participating Party, the
proportionate part otherwise applicable (if all Parties had participated) to such participating Party by the
total proportionate parts for all participating Parties, provided, however, that in no event shall a Party
electing to participate be required to participate for a percentage greater than that set forth for such Party
on Exhibit B hereto.

2. 7 Exercise of Options. Should any Party propose to exercise an option to lease with respect to some
or all of the lands covered thereby, it shall notify the other Parties in the same manner provided for in
Section 2.5 above with respect to acquisitions of Acquired Interests and each such other Party shall elect
to participate or to not participate in the exercise of such Option in the same manner as provided in
Section 2.5. The effective elections to participate in such an exercise of an Option and the payment of
costs and the ownership of interests in the lease acquired pursuant to such exercise, shall be handled in
the same manner provided in Sections 2.3 and 2.4.



                                                      7
CJM 192243v.6



                                                                                                   SEC 188316
                                             ARTICLE III
                               Prospect Designation and Participation

3.1 Prospect Designation. Upon completion of the interpretation of the Program Data, RAW will
delineate proposed Prospects for exploration and development within the Program Area and distribute to
each Party a list and description of each proposed Prospect. The Parties will then meet and RAW will
make a presentation on each Prospect, including (i) the proposed location for the initial well on the
Prospect (and the date by which drilling of such initial well is anticipated to be commenced and an AFE
covering the estimated costs of drilling and completing such initial well), and (ii) the acreage which
RAW would include in the Prospect Area. The acreage proposed to be included in a Prospect shall not
include any acreage included in any other Prospect Area. The Parties will attempt to agree on the
Prospect and the Prospect Area to be included in each Prospect in accordance with Sections 3 .2 and 3 .3.
Notwithstanding the above, in the event the Parties do not reach agreement as to the Prospect Area for
any Prospect within 60 days after the initial Prospect proposal, Smith shall have the right to make the
final decision as to the delineation of the Prospect and the Prospect Area. The Parties shall document
their participation percentages in writing in Exhibit A to the Operating Agreement for that Prospect Area
and from that point forward each Prospect Area shall be governed by a separate Operating Agreement in
the form of Exhibit C in accordance with Article IV. The Parties acknowledge that they may acquire
Leases or participation rights by farm-in or otherwise as to lands that are subject to an existing third-
party operating agreement. In that event, the Parties will take the actions necessary to harmonize the
operating agreements to the extent reasonably practical, but the Operating Agreement contemplated by
this Agreement will govern as between the Parties in the event of conflict.

"Prospect" shall mean the area included in a geologic structural or stratigraphic trap or enclosure which
based on available data is reasonably believed to have the potential for accumulations of hydrocarbons in
commercial quantities. "Prospect Area" means all lands within a contiguous geographical area (not
including lands within the Prospect Area for another Prospect previously designated pursuant to the
terms of this Agreement) which are believed by the proposing Party to contain all of the Prospect; it
being understood that a Prospect Area shall include all depths within the contiguous geographical area so
identified.

3.2 Proposals by Parties for Prospects. After the meeting described in Section 3.1 above (or, if such
meeting does not occur within thirty (30) days of the completion of the interpretation of the Program
Data, then at any time more than 45 days after the completion of the interpretation of the Program Data
by RAW) any Party may propose that a portion of the Program Area be designated as a Prospect by
giving written notice to the other Parties containing the same information described in Section 3. I. The
Prospect and Prospect Area will be determined in the same manner specified in Section 3 .1.

3.3 Response to a Prospect Proposal. Each Party desiring to participate in a Prospect proposed under
Section 3. I or Section 3 .2 shall notify RAW, in writing, within thirty (3 0) days after receipt of such
proposal of its election regarding participation in the proposed Prospect and stating whether or not such
Party agrees with the acreage being proposed for inclusion in the Prospect by the proposing Parties. An
election to participate in a Prospect which contains no statement as to whether the Party agrees with the
acreage proposed for inclusion in the Prospect Area shall be deemed agreement to the acreage proposed
for inclusion in the Prospect Area. A Party who elects not to participate in the Prospect and who
disagrees with the acreage proposed to be included in the Prospect Area shall give notice of such



                                                    8
CJM ! 92243v.6



                                                                                              SEC 188317
disagreement to all Parties within the time and in the manner provided above for elections to participate.
A Party failing to respond, within the time and in the manner provided above, to a proposal for a
Prospect, or a Party responding and electing to not participate in a Prospect but making no statement as to
whether it agrees with the acreage proposed to be included in the Prospect will be deemed to have elected
not to participate in the Prospect and to have agreed to the acreage proposed to be included in the
Prospect Area. If no other Party elects to join the proposing Party in creating a Prospect, then the
proposing Party may develop the Prospect Area for such Prospect for its own account at its own expense
and the terms of this Agreement (other than the terms relating to restrictions and ownership of the
Program Data which shall apply) shall not apply to the Prospect Area for that Prospect.

3.4 Relinquishment of Interests by Non-Participating Parties. If a Party agrees, or elects (or is
deemed to have elected) not to participate in a particular Prospect Area, then such Party shall relinquish
all right, title and interest in such Prospect Area without any right of reimbursement for costs incurred up
to the relinquishment date (including, without limitation, rights under leases, options or farm-ins insofar
as they cover the Prospect Area, overriding royalty interests, carried interests and backin interests) to the
Parties electing to participate in such Prospect Area in proportion to the percentages in which such
participating Parties participate in such Prospect Area. If the initial well is not commenced on such
prospect within 180 days after the date the Prospect Area is finalized, a new Prospect proposal shall be
required and the non-participating Parties shall once again have the right to participate in that Prospect in
accordance with the procedures in this Agreement.

                                               ARTICLE IV

                                                Operations

4.1 Drilling Operations. All operations on each Prospect Area, commencing with the establishment of
such Prospect Area, shall be governed by a separate operating agreement ("Operating Agreement") in
the form attached hereto as Exhibit C (with appropriate insertions and exhibits reflecting the agreements
hereunder on the Prospect Area, participation percentages and initial well), and this Agreement shall no
longer have any application to such Prospect Area, except with respect to the ownership of Program Data
as provided for in Section 1.2 above and except for matters provided for in this Article IV.

4.2 Operator. It is agreed and understood that RAW shall be designated as Operator in the Operating
Agreement executed for each Prospect Area in which it participates. As to any Prospect Area in which
RAW has elected not to participate, Smith shall designate an operator of said Prospect Area.

4.3 AMI for Prospect Area. Commencing with the establishment of a Prospect Area, such Prospect
Area shall from that time forward no longer be subject to the AMI provided for in Article II and shall
thereafter be considered covered instead by a new Prospect Area specific AMI. The new AMI shall (i)
be binding on all Parties (whether or not they participated, or had rights to participate in such Prospect
Area), (ii) consist of such Prospect Area, (iii) remain in effect until the later to occur of the Term of this
Agreement or the date the Operating Agreement for such Prospect Area terminates, and (iv) be governed
by the same terms set forth in Sections 2.3 and 2.4 except that the term proportion or proportionate part
(as such term is used in Section 2.3 or 2.4) shall mean the percentages in which the Parties participate in
such Prospect Area. Any portion of the Program Area not included in a designated Prospect Area shall
continue to be subject to the AMI provided for in Article II.

4.4 Limitation on Number of AFE's. The Parties agree that during the first 12 months of the Term no
more than three (3) active well proposals and AFE's shall be outstanding at any one time under this
Agreement and the On Point Agreement, on a combined basis.


                                                      9
CJM l 92243v.6



                                                                                                  SEC 188318
4.5 Exercise of Options in Prospect Area. With respect to each Prospect Area, an option to acquire oil
and gas interests to the extent it covers such Prospect Area, may be exercised by any Party owning an
interest therein insofar as such option covers land within a Prospect Area. The leases acquired by such
exercise shall be owned and, subject to Section 2.2 above, paid for by the Parties participating in such
Prospect Area in the proportions in which they participated in that Prospect Area. It is recognized that
some options may limit the number of times they may be exercised, and, in such event, several Prospect
Areas may have to be combined in a single exercise of such an Option (and such exercise may have to be
deferred until such a consolidated exercise is practical).

                                                ARTICLEV

                          Restrictions on Transfers and Right of First Refusal

5.1 General Restriction on Transfer. Except as. otherwise provided in Section 1.2 with respect to
Smith, no Party, either directly or through an Affiliate, may transfer or acquire any lease, royalty,
overriding royalty or other interest of any type in the mineral estate or any petroleum exploration or seismic
license (individually and collectively an "Interest"), or participate in the acquisition of any Interest from
a third party holding any Interest, which Interest is located partially or entirely within the Program Area,
other than in accordance with the provisions of this Agreement and the applicable Operating Agreement,
if any.

5.2 Preferential Right to Purchase. As long as Smith Energy owns an Interest in the Program Area or
in a Contract Area under an Operating Agreement, the Parties hereby grant to each other a preferential
right to purchase all or any part of a Party's Interest in this Agreement or in the lands subject to the
applicable Operating Agreement which is to be Transferred to any third party other than a Permitted
Assignee, all as defined below. This preferential right to purchase under this Agreement shall no longer
apply to any Party after Smith has transferred all of its rights under this Agreement and shall no longer
apply as to a Contract Area governed by an Operating Agreement after Smith has transferred or
relinquished all of its rights to the lands in the Contract Area governed by that Operating Agreement.

(a) If any Party desires to Transfer, as defined below, its Interests, or any portion, in this Agreement or
the AMI (a "Transferor Party(ies)"), Transferor Party(ies) must first provide written notice of such
intent to the other Parties. If the proposed Transfer is to a Permitted Assignee, the non-transferring
Parties shall not have a Right of First Refusal as to that Transfer. If the proposed Transfer is to a person
other than a Permitted Assignee, as defined below, the non-transferring Parties shall then have the right
("Right of First Refusal"), but not the obligation, to purchase their proportionate share of the offered
portion of the Interests pursuant to this paragraph. The non-Transferor Parties shall have thirty (30) days
from receipt of such notice within which to determine whether it or they elect to purchase the offered
Interests. If the proposed Transfer is to a Permitted Assignee, the non-Transferor will not have a Right of
First Refusal but the Permitted Assignee must ratify this Agreement and the applicable Operating
Agreement and the Transferor shall be jointly and severally liable for all liabilities and obligations of the
Permitted Assig'nee under this Agreement and the Operating Agreement. "Transfer" means any sale,
lease, conveyance, gift, transfer, exchange, assignment, disposition by will or inheritance or other
disposition of (or any agreement or arrangement to sell, lease, convey, gift, transfer, exchange, assign, or
otherwise dispose of) all or any portion of the Transferor Parties' Interests in any manner, directly or
indirectly, whether for money, other .consideration or otherwise. "Permitted Assignee" means: (w) a
spouse, descendants or relative of the Transferor Party; (x) the spouse, descendants or relative of the
controlling person of a Transferor Party or the spouse, descendants or relative of a manager of a
Transferor Party; (y) a legal entity including but not limited to any Trust, partnership, or company
controlled by the Transferor Party or by the spouse, descendants or relatives of the Transferor Party; and


                                                     10
CJM 192243v.6



                                                                                                  SEC 188319
(z) any employee, consultant or person under contract to a Transferor Party (or any Trust, entity or
partnership owned by such person).

(b) If the Transfer contemplated by section 5.2(a) above results from a bona fide offer to purchase from
a third party, exercise of the non-Transferor Parties' Right of First Refusal shall be based on the same
terms and conditions as the third party offer. If the Transfer contemplated by section 5.2(a) above is not
the result of a bona fide third party offer, the non-Transferor and the Transferor Parties shall attempt to
agree upon a purchase price for the Transferred Interests. In the event the Parties fail to agree upon a
purchase price for the Transferred Interests within ten (10) days after exercise by the non-Transferor
Parties of their Right of First Refusal, then the Transferor Party shall not be allowed to Transfer the
Transferred Interest to the third party and the Non-Transferor Party shall not be entitled to purchase the
Transferred Interest. If a bona fide offer to purchase is subsequently received or a price is established for
the Transferred Interest, the provisions of this Section 5.2(b) shall be followed as to the new offer or
price. The provisions of Article V shall apply to any future Transfer by the Transferor Party and to any
successor to the Transferor Party.

5.3 Financing. Any Party shall have the right to arrange its own financing for any wells or other projects to
be conducted on one or more Prospect Areas without any obligation to provide, or assist the other in
obtaining, similar financing. No Party shall encumber the rights and interests of any other Party in a
Prospect Area. A Party shall have the right to pledge, mortgage or encumber all or any part of its Interest in
one or more Prospect Areas without triggering a Right of First Refusal under Article V; provided that any
pledge, mortgage or encumbrance will be subject to the following restrictions and conditions:

(a) the lender or secured party shall acknowledge in writing that the interest pledged is subject to this
Agreement and the Operating Agreement;

(b) the document creating the pledge or encumbrance must expressly state that upon foreclosure on the
pledged interest, the lender or secured party will receive the pledged interest subject to this Agreement and
the Operating Agreement; and

(c) prior to any subsequent Transfer of the interest by the lender or secured party, the lender or secured
party must comply with the procedures set forth in Section 5.2(b) and the other Parties shall have the Right
of First Refusal set forth in Section 5.2(b).

5.4 Tag Along Rights. In the event Smith intends to sell all of its rights under this Agreement to a third
party, Smith shall provide written notice to the other Parties of the intended sale. When the intended sale
terms are established, Smith shall outline the intended terms to all Parties. Each Party will have the right
and option for fifteen (15) days after receipt of the intended sale terms to elect to sell its interest along
with the interest of Smith so long as the purchaser of Smith's interest agrees to purchase the additional
Party's(ies') interest(s). Smith shall have the sole authority to negotiate the terms of the sale and the
other Parties will have the election to sell or not to sell on the same terms as negotiated by Smith. The
tag along rights granted in this Section shall not apply to a sale by Smith of all its interest in a Contract
Area governed by an Operating Agreement.

                                               ARTICLE VI

                                               Miscellaneous

6.1 Elections. Each Party to this Agreement has the right to make separate and independent elections
regarding all aspects of the Agreement, including but not limited to Acquired Interests and well



                                                     11
CJM 192243v.6




                                                                                                  SEC 188320
participation.

6.2 Notices. All notices and other communications required or permitted under this Agreement shall be
in writing and unless otherwise specifically provided, shall be delivered personally, or by mail, telecopy
or delivery service to the addresses set forth below the signatures of the Parties and shall be considered
delivered upon the date of receipt. Each Party may specify as its proper address, any other post office
address within the continental limits of the United States by giving notice to the other Parties, in the
manner provided in this section, at least ten (10) days prior to the effective date of such change of
address.

6.3 No Partnership. The liabilities of the Parties hereunder shall be several, not joint or collective.
Each Party shall be liable only for its cost bearing share of all liabilities and obligations arising under this
Agreement as set forth on Exhibit B hereto AND EACH Party's share of the liabilities and obligations
arising under any applicable Operating Agreement as set forth on the Exhibit A to the applicable
Operating Agreement. It is not the intention of the Parties to create, nor shall this Agreement be deemed
as creating a mining or other partnership or association or to render the Parties liable as partners.

6A Internal Revenue Code Election. The provisions of Article IX of the form of Operating Agreement
attached hereto shall constitute the agreement between the Parties regarding applicable provisions of the
Internal Revenue Code.

6.5 Enforcement. Should any Party hereto be forced to resort to legal action to enforce the provisions
hereof, the prevailing Party shall be entitled to reasonable attorneys' fees and all court costs incurred in
such legal action. The Parties agree that the exclusive venue for all disputes arising under this
Agreement shall be in Harris County, Texas.                  ·

6.6 Title. No Party warrants title to interests it is contributing to the Program Area except by, through
and under itself, and not otherwise. Each Party agrees to furnish to the other Parties any title data in its
possession or available to it.

6.7 Multiple Counterparts. This Agreement may be executed in any number of counterparts, none of
which needs to be executed by all Parties, and shall be binding upon each Party executing such a
counterpart as if all Parties had executed the same instrument.

                      [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




                                                       12
CJM 192243v.6



                                                                                                    SEC 188321
                EXECUTED to be effective as of the Effective Date.

                             RAW OIL & GAS, INC.




                             JDH RAW ENERGY, L.C.




                             ELGER EXPLORATION, INC.




                            SMITH ENERGY COMP ANY


                            By:    ~ hQ,A:d.d.
                                    Lester H. Smith, President




                                       13
CJM 192243v.6



                                                                     SEC 188322
                                           EXHIBIT A
                          Attached to Geophysical Exploration Agreement
                                      Dated January 15, 2010,
                                              Among
                        RAW, RAW LC, Hardwick, Blaylock, Elger and Smith

                      Outline and Description ofMuy Caliente Program Area

                                (The (ollowing lands are in the Mid Point Area)
    The following lands are located in Lynn County, Texas:


    East 481.5 acres of Section 1, Abstract 976, Blk. C-40, PSL Survey (481.5 ac.)


    Section 2, Abstract 975, Blk. C-40, PSL Survey (640 ac.)


    Section 3, Abstract 943, Blk. C-40, PSL Survey (640 ac.)


    East Half(E/2) of Section 55, Abstract 173, Blk. l, EL & RR Ry. Co. Survey
    (320 ac.)


    Section 54, Abstract 1065 and 958, Blk. 1, EL & RR Ry. Co. Survey (640 ac.)


    Section 53, Abstract 174, Blk. 1, EL & RR Ry. Co. Survey (640 ac.)


    Section 52, Abstract 712, Blk. 1, EL & RR Ry. Co. Survey (640 ac.)


  , East Half(E/2) ofSection.48, Abstract 957, Blk. H, EL & RR Ry. Co. Survey (320 ac.)


    Section 47, Abstract 256, Blk. H, EL & RR Ry. Co. Survey (640 ac.)


    Section 46, Abstract 1125 and 799, Blk. H, EL & RR Ry. Co. Survey (640 ac.)


    Section 45, Abstract 257, Blk. H, EL & RR Ry. Co. Survey (640 ac.)


   East Half (E/2) of Section 35, Abstract 262, Blk. H, EL & RR Ry. Co. Survey (320 ac.)


    Section 36, Abstract 1429, 1534, and 926, Blk. H, EL & RR Ry. Co. Survey (640 ac.)



                                                   14
CJM 192243v.6




                                                                                           SEC 188323
    Section 37, Abstract 261, Blk. H, EL & RR Ry. Co. Survey (640 ac.)


    Section 38, Abstract 1252 and 728, Blk. H, EL & RR Ry. Co. Survey (640 ac.)


    West Half (W/2) of Section 39, Abstract 260, Blk. H, EL & RR Ry. Co. Survey (320 ac.)


    East Half(E/2) of Section 34, Abstract 1444, Blk. H, EL & RR Ry. Co. Survey (320 ac.)


    Section 33, Abstract 263, Blk. H, EL & RR Ry. Co. Survey (640 ac.)


    Section 32, Abstract 1421 and 1430, Blk.   ~'EL   & RR Ry. Co. Survey (640 ac.)


    Section 31, Abstract 264, Blk. H, EL & RR Ry. Co. Survey (640 ac.)


    Section 30, Abstract 1223, 1224, 1253 and 656, Blk. H, EL & RR Ry. Co. Survey (640 ac.)


    West Half (W/2) of Section 29, Abstract 265, Blk. H, EL & RR Ry. Co. Survey (320 ac.)


    South Half Section 28, Abstract 1126, Blk. H, EL & RR Ry. Co. Survey (320 ac.)


    East Half (E/2) of Section 22, Abstract 1252 and 728, Blk. H, EL & RR Ry. Co. Survey (320 ac.)


    Section 23, Abstract 179, Blk. H, EL & RR Ry. Co. Survey (640 ac.)


    Section 24, Abstract 824, Blk. H, EL & RR Ry. Co. Survey (640 ac.)


    Section 25, Abstract 178, Blk. H, EL & RR Ry. Co. Survey (640 ac.)


    Section 26, Abstract 1348, 1423, 1424, and 951, Blk. H, EL & RR Ry. Co. Survey (640 ac.)


    Section 27, Abstract 177, Blk. H, EL & RR Ry. Co. Survey (640 ac.)


    Section 38, Abstract 928, Blk. 8, EL & RR Ry. Co. Survey (640 ac.)



                                                  15
CJM 192243v.6




                                                                                            SEC 188324
    Southwest Quarter Section 37, Abstract 223, Blk. 8, EL & RR Ry. Co. Survey (160 ac.)


    Section 39, Abstract 212, Blk. 8, EL & RR Ry. Co. Survey (640 ac.)


    Section 49, Abstract 211, Blk. 8, EL & RR Ry. Co. Survey (640 ac.)


    West Half Section 52, Abstract 1132, Blk. 8, EL & RR Ry. Co. Survey (320 ac.)


    East Half(E/2) of Section 19, Abstract 181, Blk. H, EL & RR Ry. Co. Survey (320 ac.)


    Section 18, Abstract 810, Blk. H, EL & RR Ry. Co. Survey (640 ac.)


    Section 17, Abstract 182, Blk. H, EL & RR Ry. Co. Survey (640 ac.)


    Section 16, Abstract 822, 1538, 1464 and 1458, Blk. H, EL & RR Ry. Co. Survey (640 ac.)


    Section 15, Abstract 183, Blk. H, EL & RR Ry. Co. Survey (640 ac.)


    Section 14, Abstract 950, 1422, and 1495, Blk. H, EL & RR Ry. Co. Survey (640 ac.)


    Section 50, Abstract 929, 1463,and 1378, Blk. 8, EL & RR Ry. Co. Survey (640 ac.)


    East Half(E/2) of Section 11, Abstract 185, Blk. H, EL & RR Ry. Co. Survey (320 ac.)


    Section 12, Abstract 868, Blk. H, EL & RR Ry. Co. Survey (640 ac.)


    Section 13, Abstract 184, Blk. H, EL & RR Ry. Co. Survey (640 ac.)


    Section 51, Abstract 215, Blk. 8, EL & RR Ry. Co. Survey (640 ac.)


    The following lands are located in Lvnn and Dawson Counties, Texas:


    East Half (E/2) of Section 1, Abstract 169, Blk. H, EL & RR Ry. Co. Survey (320 ac.)



                                                  16
CJM 192243v.6



                                                                                           SEC 188325
    Section 70, Abstract 1209 and 1434, Blk. 8, EL & RR Ry. Co. Survey (640 ac.)


    Section 69, Abstract 217, Blk. 8, EL & RR Ry. Co. Survey (640 ac.)


    West 400 Acres Section   6~,   Abstract 1200, Blk. 8, EL &RR Ry. Co. Survey (400.0 ac.)


    The following lands are located in Dawson County, Texas:


    Section 7, Abstract 333, Blk. 34, T-4-N, Georgetown RR Co. Survey (230.0 ac.)


    Section 8, Abstract 669, Blk. 34, T-4-N, Georgetown RR Co. Survey (230:0 ac.)


    Section 9, Abstract 335, Blk. 34, T-4-N, Georgetown RR Co. Survey (230.0 ac.)


    E/200Ac. Sec. 34, Abstract 741, Blk. C-41, PSL Survey (640.0ac.)


    Section 36, Abstract 742, Blk. C-41, PSL Survey (640.0ac.)


    Section 37, Abstract 136, 1334, 899, & 1326, Blk. C-41, PSL Survey (600.0ac.)


    Section 35 Yz, Abstract 911, Blk. C-41, PSL Survey (300.0ac.)


                        (The following lands are in the North Point Area)


The folJowing lands are located in Hockley and Terry Counties, Texas:


Section 12, Abstract 482, Blk. 1, PSL Survey (676.2 ac.)


Section 13, Abstract 1503, Blk. I, PSL Survey (687.3 ac.)


Section 14, Abstract 1466, Blk. 1, PSL Survey (657.7 ac.)


Section 15, Abstract 415, Blk. 1, PSL Survey (685.3 ac.)



                                                     17
CJM 192243v.6




                                                                                              SEC 188326
    Section 16, Abstract 1006, Blk. L, PSL Survey (644.9 ac.)


    Section 17, Abstract 1607, Blk. 1, PSL Survey (657.4 ac.)


    The following lands are located in Terry County, Texas:


    Section 7, Abstract 17, Blk. E, EL & RR Ry. Co. Survey (640 ac.)


    Section 6, Abstract 1485, 1575, and 690, Blk. E, EL & RR Ry. Co. Survey (640 ac.)


    Section 5, Abstract 15, Blk. E, EL & RR Ry. Co. Survey (640 ac.)


    Section 10, Abstract 689 and 891, Blk. E, EL & RR Ry. Co. Survey (640 ac.)


    Section 11, Abstract 9, Blk. E, EL & RR Ry. Co. Survey (640 ac.)


    Section 12, Abstract 594, Blk. E, EL & RR Ry. Co. Survey (640 ac.)


    Section 13, Abstract 10, Blk. E, EL & RR Ry. Co. Survey (640 ac.)


    South Half (S/2) of Section 14, Abstract 592, Blk. E, EL & RR Ry. Co. Survey (320 ac.)


/; Southwest Quarter (SW/4) of Section 15, Abstract 8, Blk. E, EL & RR Ry. Co. Survey
   (160 ac.)


    Section 28, Abstract 4 72, Blk. 4X, EL & RR Ry. Co. Survey (640 ac.)


    Section 27, Abstract 26, Blk. 4X, EL & RR Ry. Co. Survey (640 ac.)


    Section 18, Abstract 477, Blk. 4X, EL & RR Ry. Co. Survey (640 ac.)


   Section 15, Abstract 21 and 45, Blk. 4X, TW & NG Ry. Co. Survey and EL & RR Ry.
   Co. Survey (640 ac.)




   -   .
                                                       18
   CJM 192243v.6




                                                                                             SEC 188327
Section 12, Abstract 473, Blk. 4X, EL & RR Ry. Co. Survey (640 ac.)


West Half (W/2) of Section 51, Abstract 262, Blk. E, EL & RR Ry. Co. Survey (320 ac.)


North Half (N/2) of Section 25, Abstract 28, Blk. 4X, EL & RR Ry. Co. Survey (320 ac.)


North Half (N/2) and Southeast Quarter (SE/4) of Section 26, Abstract 1325, 1444, and
476, Blk. 4X, EL & RR Ry. Co. Survey (480 ac.)


Section 17, Abstract 20, Blk. 4X, EL & RR Ry. Co. Survey (640 ac.)


Section 16, Abstract 474, Blk. 4X, TW & NG Ry. Co. Survey (640 ac.)


Section 11, Abstract 18, Blk. 4X, EL & RR Ry. Co. Survey (640 ac.)


West Half(W/2) of Section 10, Abstract 901, 1097, and 1401, Blk. 4X, TT Ry. Co.
Survey (320 ac.)


Section 20, Abstract 478, 1810, 1469, and 1397, Blk. 4X, C & M Ry. Co. Survey
(640 ac.)


Section 13, Abstract 44, Blk. 4X, H & OB Ry. Co. Survey (640 ac.)


Section 14, Abstract 471 and 1322, Blk. 4X, H & OB Ry. Co. Survey (640 ac.)


Section 9, Abstract 293, Blk. 4X, TT Ry. Co. Survey (640 ac.)


Section 8, Abstract 418, Blk. 4X, C & M Ry. Co. Survey (640 ac.)


Section 7, Abstract 4, Blk. 4X, C & M Ry. Co. Survey (640 ac.)


Section 19, Abstract 5, Blk. 4X, C & M Ry. Co. Survey (640 ac.)


Section 54, Abstract 823, 1412, and 1462, Blk. 4X, EL & RR Ry. Co. Survey (640 ac.)




                                                  19
CJM 192243v.6



                                                                                         SEC 188328
Section 53, Abstract 248, Blk. 4X, EL & RR Ry. Co. Survey (640 ac.)


Section 60, Abstract 470, 1520, 1398, and 1375, Blk. 4X, C & M Ry. Co. Survey
(640 ac.)


Section 1, Abstract 30, Blk. 4X, EL & RR Ry. Co. Survey (640 ac.)


Section 6, Abstract 456, Blk. 4X, EL & RR Ry. Co. Survey (640 ac.)


North Half (N/2) of Section 57, Abstract 247, Blk. E, EL & RR Ry. Co. Survey (320 ac.)


North Half(N/2) and Southeast Quarter (SE/4) of Section 58, Abstract 822, Blk. E, EL &
RR Ry. Co. Survey (480 ac.)


Section 59, Abstract 98, Blk. 4X, C & M Ry. Co. Survey (640 ac.)


Section 2, Abstract 448, Blk. 4X, EL & RR Ry. Co. Survey (640 ac.)


Section 5, Abstract 25, Blk. 4X, EL & RR Ry. Co. Survey (640 ac.)


                        (The {ollowing lands are in the South Point Area)
The following lands are located in Borden County, Texas:


Section 36, Abstract 1548, Blk. 33, T-5-N, T & P Ry. Co. Survey (640 ac.)


Section 31, Abstract 334, Blk. 32, T-5-N, T & P Ry. Co. Survey (640 ac.)


Section 32, Abstract 1322, Blk. 32, T-5-N, T & P Ry. Co. Survey(640 ac.)


Section 33, Abstract 335, Blk. 32, T-5-N, T & P Ry. Co. Survey (640 ac.)
Section 34, Abstract 1310, Blk. 32, T-5-N, T & P Ry. Co. Survey (640 ac.)


West Half(W/2) of Section 35, Abstract 336, Blk. 32, T-5-N, T & P Ry. Co. Survey (320 ac.)




                                                  20
CJM 192243v.6




                                                                                             SEC 188329
Section 37, Abstract 376, Blk. 33, T-5-N, T & P Ry. Co. Survey (640 ac.)


Section 42, Abstract 1323, Blk. 32, T-5-N, T & P Ry. Co. Survey (640 ac.)


Section 41, Abstract 339, Blk. 32, T-5-N, T & P Ry. Co. Survey (640 ac.)


Section 40, Abstract 1309, Blk. 32, T-5-N, T & P Ry. Co. Survey (640 ac.)


Section 39, Abstract 338, Blk. 32, T-5-N, T & P Ry. Co. Survey (640 ac.)


Section 38, Abstract 1306, Blk. 32, T-5-N, T & P Ry. Co. Survey (640 ac.)


Section 48, Abstract 1300, Blk. 33, T-5-N, T & P Ry. Co. Survey (640 ac.)


Section 43, Abstract 340, Blk. 32, T-5-N, T & P Ry. Co. Survey (640 ac.)


Section 44, Abstract 1318, Blk. 32, T-5-N, T & P Ry. Co. Survey (640 ac.)


Section 45, Abstract 341, Blk. 32, T-5-N, T & P Ry. Co. Survey (640 ac.)


Section 46, Abstract 1200, Blk. 32, T-5-N, T & P Ry. Co. Survey(640 ac.)


Section 47, Abstract 342, Blk. 32, T-5-N, T & P Ry. Co. Survey(640 ac.)


Section 1, Abstract 352, Blk. 33, T-4-N, T & P Ry. Co. Survey (640 ac.)


Section 6, Abstract 940, Blk. 32, T-4-N, T & P Ry. Co. Survey (640 ac.)


Section 5, Abstract 297, Blk. 32, T-4-N, T & P Ry. Co. Survey (640 ac.)


Section 4, Abstract 938, Blk. 32, T-4-N, T & P Ry. Co. Survey (640 ac.)


Section3, Abstract 296, Blk. 32, T-4-N, T & P Ry. Co. Survey (640 ac.)




                                                  21
CJM 192243v.6



                                                                            SEC 188330
Section 2, Abstract 1030, Blk. 32, T-4-N, T & P Ry. Co. Survey (640 ac.)


Section 8, Abstract 939, Blk. 32, T-4-N, T & P Ry. Co. Survey(640 ac.)


Section 9, Abstract 299, Blk. 32, T-4-N, T & P Ry. Co. Survey (640 ac.)


Section 10, Abstract 1031, Blk. 32, T-4-N, T & P Ry. Co. Survey(640 ac.)


Section 17, Abstract 303, Blk. 32, T-4-N, T & P Ry. Co. Survey (640 ac.)


Section 16, Abstract 919, Blk. 32, T-4-N, T & P Ry. Co. Survey (640 ac.)


Section 15, Abstract 302, Blk. 32, T-4-N, T & P Ry. Co. Survey (640 ac.)


Section 20, Abstract 921, Blk. 32, T-4-N, T & P Ry. Co. Survey (640 ac.)


Section 21, Abstract 305, Blk. 32, T-4-N, T & P Ry. Co. Survey (640 ac.)


Section 22, Abstract 932, Blk. 32, T-4-N, T & P Ry. Co. Survey (640 ac.)


Section 29, Abstract 309, Blk. 32, T-4-N, T & P Ry. Co. Survey (640 ac.)


Section 28, Abstract 1108, Blk. 32, T-4-N, T & P Ry. Co. Survey (640 ac.)


Section 27, Abstract 308, Blk. 32, T-4-N, T & P Ry. Co. Survey (640 ac.)


North Half (N/2) of Section 32, Abstract 923, Blk. 32, T-4-N, T & P Ry. Co. Survey (320 ac.)


North Half (N/2) of Section 33, Abstract 311, Blk. 32, T-4-N, T & P Ry. Co. Survey (320 ac.)


North Half (N/2) of Section 34, Abstract 974, Blk. 32, T-4-N, T & P Ry. Co. Survey (320 ac.)




                                                  22
CJM 192243v.6



                                                                                               SEC 188331
                                               EXHIBITB
                       Attached to Muy Caliente Geophysical Exploration Agreement
                                        Dated January 15, 2010,
                                                 Among
                           RAW, RAW LC, Hardwick, Blaylock, Elger and Smith

                                    Oil and Gas Interests Schedule

           A.                             B.                           C.                       D.
          E.fil:tt          Geophysical Program Costs Share   Oil and Gas Interest    Working Interest After
                                                                Acquisition Cost      Casing Point on First 9
                                                                   Share Until           Wells and In All
                                                              First 9 Wells Drilled   Subsequent Operations

 Smith Energy Company                   100%                         100%*                   75.00%
  RAW Oil & Gas, Inc.                                                                            0
 JDH RAW Energy, L.C.                                                                         6.25%
    Mark P. Hardwick                                                                          6.25%
     Steve Blaylock                                                                           6.25%
  Elger Exploration, Inc.                                                                     6.25%
                                                                                            100.00%




*Until first nine (9) wells have been drilled to casing point




                                                    23
CJM 192243v.6



                                                                                                 SEC 188332
                EXECUTED to be effective as of the Effective Date.

                             RAW OIL & GAS, INC.



                             By~
                             Title~~~
                             Nam:




                             JDH RAW ENERGY, L.C.



                             By:~~~::::::::~~~:::::~~~~~
                             Name: ~_J~~V-::1>'.:~:::::!'.:.:'.::::::===---­
                             Title: ---Jll-.J~~~~~===----




                             ELGER EXPLORATION, INC.



                             sy:~8~~
                             Title:"¥,i~
                             Name:                 ~.        ·    \..-




                             SMITH ENERGY COMP ANY


                             By:
                                     Lester H. Smith, President




                                       13
CJM 192243v.6



                                                                               SEC 188334
                EXECUTED to be effective as of the Effective Date.

                             RAW OIL & GAS, INC.




                             JDH RAW ENERGY, L.C.




                             ELGER EXPLORATION, INC.




                             SMITH ENERGY COMP ANY


                             By:     ~~\JµA:t\;:fr-
                                     Lester H. Smith, PreSkieilt'




                                       13
CJM 192243v.6



                                                                     SEC 188335
                        Exhibit "C" to the Muy Caliente
                Participation Agreement Dated January 15, 2010

                          A.A.P.L. FORM 610 - 1989

           MODEL FORM OPERATING AGREEMENT


                       MUE CALIENTE PROSPECT




                          OPERATING AGREEMENT

                                   DATED
                            January 15          2010
                                                 ,,.,
OPERATOR   RAW Oil & Gas, Inc.

CONTRACT AREA   _S~e~e~E=xh--'--'"ib~i~t-"~A-"~~~~~~~~~~~~~~~~~~~-




COUNTY OR PARISH OF   LYNN, TERRY, BORDEN                  , STATE OF         TEXAS
                      AND HOCKLEY




                                         COPYRIGHT 1989 - ALL RIGHTS RESERVED
                                         AMERICAN ASSOCIATION OF l'ErROLEUM
                                         LANDMEN, 4100    FOSSIL    CREEK   BLVD.
                                         FORT WORTH, TEXAS, 76137, APPROVED FORM.

                                                    A.A.P.L. NO. 610 - l989




                                                                                      SEC 188336
A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT-1989

                                                               TABLE OF CONTENTS

Article                                                                         Tille                                                                          ~
     I. DEFINITIONS .......................................................................................................................................... I
    II. EXHffiITS ................................................................................................................................................ l
   III. INTERESTS OF PARTIES ...................................................................................................................... 2
        A. OIL AND GAS INTERESTS: .............................................................................................................. 2
        B. INTERESTS OF PARTIES IN COSTS AND PRODUCTION: .............................................................. 2
        C. SUBSEQUENTLY CREATED INTERESTS: ...................................................................................... 2
   IV. TITLES ..................................................................................................................................................... 2
        A. TITLE EXAMINATION: ...................................................................................................................... 2
        B. LOSS OR FAILURE OF TITLE: ........................................................................................................... 3
             I. Failure ofTitle ............................................................................................................................... 3
             2. Loss by Non-Payment or Erroneous Payment of Amount Due ........................................................ 3
             3. Other Losses .................................................................................................................................. 3
             4. Curing Title ................................................................................................................................... 3
    V. OPERATOR ............................................................................................................................................. 4
        A. DESIGNATION AND RESPONSIBILITIES OF OPERATOR: ........................................................... .4
        B. RESIGNATION OR REMOVAL OF OPERATOR AND SELECTION OF SUCCESSOR: ................. .4
             I. Resignation or Removal of Operator .............................................................................................. 4
             2. Selection of Successor Operator ..................................................................................................... 4
             3. Effect of Bankruptcy ..................................................................................................................... 4
        C. EMPLOYEES AND CONTRACTORS: ............................................................................................... 4
        D. RIGHTS AND DUTIES OF OPERATOR: ........................................................................................... 4
             I. Competitive Rates and Use of Affiliates ......................................................................................... 4
                  2. Discharge of Joint Account Obligations ......................................................................................... 4
           3. Protection from Liens .................................................................................................................... 4
           4. CustodyofFunds........................................................................................................................... 5
           5. Access to Contract Area and Records ............................................................................................. 5
           6. Filing and Furnishing Governmental Reports ................................................................................. 5
           7. Drilling and Testing Operations ..................................................................................................... 5
           8. Cost Estimates ............................................................................................................................... 5
           9. lnsurance ....................................................................................................................................... 5
  VI. DRILLING AND DEVELOPMENT ........................................................................................................ 5
      A. INITIAL WELL: ................................................................................................................................... 5
      B. SUBSEQUENT OPERATIONS: .......................................................................................................... 5
            I. Proposed Operations ...................................................................................................................... 5
           2. Operations by Less Than All Parties .............................................................................................. 6
           3. Stand-By Costs .............................................................................................................................. 7
           4. Deepening ..................................................................................................................................... 8
           5. Sidetracking .................................................................................................................................. 8
           6. Order of Preference ofOperations .................................................................................................. 8
           7. Conformity to Spacing Pattern ....................................................................................................... 9
           8. Paying Wells ................................................................................................................................. 9
      C. COMPLETION OF WELLS; REWORKING AND PLUGGING BACK: .............................................. 9
           1. Completion.................................................................................................................................... 9
           2. Rework, Recomplete or Plug Back ................................................................................................. 9
      D. OTHEROPERATIONS: ....................................................................................................................... 9
      E. ABANDONMENT OF WELLS: ............................................................. ~ ............................................ 9
           1. Abandonment of Dry Holes ........................................................................................................... 9
           2. Abandonment ofWells That Have Produced ................................................................................ 10
           3. Abandonment ofNon-Consent Operations ................................................................................... IO
      F. TERMINATION OF OPERATIONS: .................................................................................................. 10
      G. TAKING PRODUCTION IN KIND: ................................................................................................... 10
           (Option 1) Gas Balancing Agreement ............................................................................................... 10
           (Option 2) No Gas Balancing Agreement. ......................................................................................... l I
 VII. EXPENDITURES AND LIABILITY OF PARTIES ............................................................................. 11
      A. LIABILITY OF PARTIES: ................................................................................................................ 11
      B. LIENS AND SECURIJY INTERESTS: .............................................................................................. 12
      C. ADVANCES: ...................................................................................................................................... 12
      D. DEFAULTS AND REMEDIES: .......................................................................................................... 12
           I. Suspension of Rights ................................................................................................................... 13
           2. Suit for Damages ......................................................................................................................... 13
           3. Deemed Non-Consent .................................................................................................................. 13
          4. Advance Payment ........................................................................................................................ 13
           5. Costs and Attorneys' Fees ............................................................................................................ 13
      E. RENTALS, SHUf-IN WELL PAYMENTS AND MINIMUM ROYALTIES: ..................................... 13
      F. TAXES: ............................................................................................................................................... 13
vm. ACQUISITION. MAINTENANCE OR TRANSFER OF INTEREST .................................................. 14
      A. SURRENDER OF LEASES: ............................................................................................................... 14
      B. RENEWALOREXTENSIONOFLEASES: ....................................................................................... 14
      C. ACREAGE OR CASH CONTRIBU110NS: ........................................................................................ 14




                                                                                                                                                                    SEC 188337
A.A.P .L. FORM 610 - MODEL FORM OPERATING AGREEMENT - 1989

                                                             TABLE OF CONTENTS

          D. ASSIGNMENT; MAINTENANCE OF UNIFORM INTEREST: .................................................. 15
          E. WAIVER OF RIGHTS TO PARTITION: ...................................................................................... 15
          F. PREFERffi'ITIAL RIGHT +o PURCHP,SE: .................................................................................. 15
 IX. INTERNAL REVENUE CODE ELECTION .................................................................................. 15
  X. CLAIMS AND LAWSUITS ............................................................................................................. 15
 XI. FORCEMAJEURE .......................................................................................................................... 16
XII. NOTICES .......................................................................................................................................... 16
XIIL TERM OF AGREEMENT ............................................................................................................... 16
XIV. COMPLIANCE WITH LAWS AND REGULATIONS ................................................................... 16
     A. LAWS, REGULATIONS AND ORDERS: .................................................................................... 16
     B. GOVERNING LAW: .................................................................................................................... 16
          C. REGULATORY AGENCIES: ...................................................................................................... 16
 XV. MISCELLANEOUS ......................................................................................................................... 17
          A.
      EXECUTION: ............................................................................................................................... 17
          B.
      SUCCESSORS AND ASSIGNS: ................................................................................................... 17
          C.
      COUNTERPARTS: ....................................................................................................................... 17
          D.
      SEVERABILITY .......................................................................................................................... 17
XVL OTHER PROVISIONS ..................................................................................................................... 17




                                                                               ii




                                                                                                                                                             SEC 188338
     A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT - l 989
                                                              OPERATING AGREEMENT
                 THIS AGREEMENT,entored into by and hetwoen _,,R"'A"W,_O>=i\_,,&"-G"'as,,.._,,ln"'c.~---------------·
     hereinafter desjgnated and refmcd to as "Operator," and the signatory party or parties other tkan Operator, sometimes
 4   hereinafter referred to individually as "Non.Operator," and collectively as "Non..Opcrators."
 S                                                                  WITNESSETH:
 6               WHEREAS, the parlies to this agreement are owners of Oil and Gas Leases and/or Oil and Gas Interests in the land
     identified in Exhibit "A9" and the par1i~s hereto have reached an agreement to explore and develop these L<:ases and/or Oi1
     and Gas Interests for the production of Oil and Gas to the extent and as hercinatler provided.
                NOW, THBREFORE, it isagiocdas follows:
10                                                                   ARTICLE I.
11                                                                 DEFINITIONS
12               As used in this agreement, the following words and terms shall have the meanings here ascribed to them:
13               A. The term "APE" shall mean an Authority for Expenditure prepared by a party lo this agreement for the pUlJ>Ose of
14   estimating the costs to be incuned in conducting an operation her-eUnder.
15               B. The term ..Completion" or "Complete" shall mean a single operation intended to complete a well as a producer of Oil
16   and Gu in one or more Zon5, including, but oot limited to9 the setting of production casing, perforating. well stimulation
17   and production testing conducted in such operation.
18               C. The tenn "Contract Area" shall mean all of the lands, Oil and Gas Leases and/or Oil and Gas Interests intended to be
19   developed and operated for Oil and Gas purposes under this agreement Such lands, Oil and Gas Leases and Oil and Gas
20   lnterests are described in Exhibit "A."
21               D. The tcnn "Deepen" shall mean a single operation whereby a well is drilled to an objective Zone below the deepest
22   Zone in which the well was previou1tl)' drilled, or below the Deepest Zone proposed in lhe associated APE, whichever is the
23   lesser.
24               E. The terms "Drilling Party" and "Consenting Party' shall moan a party who agrocs to join in and pay its share of the
25   cost of any oporalion conducted under the provisions of lhis agreement
26               F. The term "Drilling Unit" shall mean the area fixed for the drilling of one well by order or rule of any state or federal
27   body having authority.      lf a Drilling Unit is not fixed by any such rule or order, a Drilling Unit shall be the drilling unit as
28   established by the pattern ofdrilling in the Contract Area unless fixed by express agreement of the Drilling Parties.
29               G.    The term "Drillsite" shall mr:an the Oil and Gas Lease or Oil and Gas Interest on which a proposed welt is to be
30   locsted.
31               H. The term "Initial Well" shall mean the well required lo bo drilled by the parties hereto as provided in Article VI.A.
32               1. The term "Non-Consent Well" shall mean a well in which less than all parties have conducted an operation as
33   provided in Article Vl.B2.
34              J, The terms "Won-Drilling Party" and "Non.Consenting Party" shall mean .a party who elects not to participate in a
35   proposed operation.
36             K The term "Oil and Gas" shall mean oil, gas, casinghend gas, gas condensate, ancYor all other liquid or gaseous
37   hydrocarbons and other marketable substances produced therewith, unless an intent to limit the inclusiveaess of this term is
38   specifically stated.
39               L. The tenn "Oil and Gas lnter~ts" or "Interests'' i:ihall mean unleased fee and mineral interests in Oil and Gas in tracts
40   of land lying within the Contra.ct Arca which are owned by parties to th ls agreemenL
4J               M. The terms "Oil and Gas Lease," "Lease" and "Leasehold" shall mean the oil and gas leases or interests therein
42   covering tracts of land lying within the Contract Arca which arc owned by the parties to this agreement.
43               N. The term "Plug Back" shall mean a single operation whereby a docpcr Zone is abandoned in order to attempt a
44   Completion in a shallower Zone.
45               0. The term "Recompletion" or "Recomplete" shall mean an operation whereby a Completion in one Zone is abandoned
46   in order to attempt a Completion in a different Zone withjn the existing wcllborc.
47              P. The term "Rework" shall mean an operation conducted in the wcllborc of a well after it is Completed to secure,
48   restore. or improve production in a Zone which is currently open to production in the weilbore. Such operations include, but
49   arc not limited to, well stimulation operations but ex.elude any routine repair or maintenance work or dril1ing, Sidetracking,
SO   Deepening, Completing, Recnmpleting, or Plugging Back of a well.
sl             Q. The term "Sidetrack" shall mean the djrectional control and intentional deviation of a well from vertical so as to
52   change the bottom bole location unless done to straighten the hole or drill arowid junk in the hole to overcome 0th.er
53   mechanical difficultie."'.
54              R. The term 61 Zone" shall mean a stratum of eanh containing or thought to contain a contmon accumulation of Oil and
SS   Gas separately producible from any other ootnmon accumulation of Oil and Gas.
56              Unless the context otherwise clearly indicates, words used in the singular include the plural. the word "person" includes
51   natural and artificial persons, the plural includes the singular, and any gender includes the masculine, feminine, and neuter.
58                                                                      ARTICLE IL
$9                                                                       EXHIBITS
60              The following exhibits, as indicated below and attached hereto, are incorporated in and made a part hereof:
61   _x __ A. Exhibit "A,"shall include the following information:
62                  (1) Description of lands su~ect to this agiocment,
63                  (2) Reilriclions, if any, as lo depths, formations, or aubstanoos.
64                  (3) Parties to agreement with addresses and telephone numbers for notice pulJXlSes.
65                  (4) Pcrcontagcs or fractional interests ofpartios to thisagreement,
66                  (S) 011 and Gas Leases and/or Oil and Gas lntorests subject to this agreement,
67                  (6) Burdens on production.
68   _x __ B. Exhibit •a; Form of Lease.
69   _x__ C. Exhibit "Ci'' Accounting Procedure.
70    x_ D. Exhibit "D," Insurance.
     __
71    x_ E.
     __               Exhibit "E," Gas Balancing Agreement.
72   - - - F. E11hihit "F," nen DisefimiHBtien anciCertifieatieH e!Nen Segreget:ed Feeililies.
73   _x
      __        G. Exhibit 'G,' Tax Partnership.
74              H. O t h e r ' - - - - - - - - - - - - - - - - - - - - - - - - -
                                                                          -I -




                                                                                                                                               SEC 188339
     A.A.P.L. FORM 610-MODELFORM OPERATING AGREEMENT- 1989

                If any provision    or any cx.hibit. except Exhibits "E," "F 11 and "G," is inconsistent with any provision contained in
     the body of this agreement~ the provisions in the body of this agreement shall prevail.
                                                                      ARTICLE Ill.
 4                                                             INTERESTS OF PARTIES
     A. OiJ and Gas 1nterests:
 6             If any party owns an Oil and Gas Interest in the Contract Ar.,., thal Interest shall be treated for all purposes of this
     agreement and during the term hCt"COf as if it were coveted by the form of Oil and Gas Lease attached hereto as Exhibit "B,"
     and the owner thereof shall be deemed to own both royalty interest in such lease and the interest of tho lessee thereunder.
 9   R. Interests of Parties: in Costs and Production:
l0               Unless changed by other provisions, all costs and liabilities incurred in operations under this agreement shall be home
11   and paid, and all equipment and materials acquired in operations on the Contract Area shall be owned, by the parties as their
12   intcn:sls are sel forth in Exhibit "A."      In the same manner, the parties shall also own all production of Oil and Gas from the
13   Contract kea subject, howeva, to the payment ofroyalties and other burdens on production as described hereafter.
14                Reganiloss of which party has contributed any Oil and Gas Lease or Oil and Gas Interest on which royalty or other
IS   burdens may be payable and except as otherwise expressly provided in this agreement, each party shall pay or deliver, or
16   cause to be paid or delivered, all burdens on its share of the produclion from the Contract Area up to, but not in excess of,
t7   existing lease burdens                                   and shall indemnify. dcfond and hold the other parties ftee from any liability therefor.
(8   Except as othcnvjsc expressly prov-idcd in this agreement, if any party has contributed hereto any Lease or Interest which i.s
19   burdened wilh any royalty, overriding royalty, production payment or other burdal on production in excess Of the amounts
20   stipulated above, such party so burdened shall assume and alone bear all such excoss obligations and shall indemnify, defend
2l   and hold the other parties hereto hannless from any and all claims attributable to such excess burdetL However, so long as
22   the Drilling Unit for the productive Zon<(s) is identical with the Cootract Area, each party shall pay or deli•«, or cause to
23   be paid or delivered, all burdens on production from the Contract Area due ond..- the terms of the Oil and Gas Lease(s)
24   which such party has contributed to this agreement, and shall indemnify, defend and hold the other parties free from any
2S   liability therefor.
26               No party shall ever be responsible, on a price basis higher than the price received by such party. to any other party's
27   lessor or royalty owner, and if mJCh other party's lessor or royalty owner should demand and receive settlement on a higher
28   price basis, the party contributing the affected Lease shall bear the additional royalty burden attributable to such higher price.
29               Not.bing contained in this Article Ul.B. shall be deemed. an assignment or cros.ci.-.assigrunent of ioterests covered hereby,
30   and in the event two or more partles contribute to this agreement jointly owned Leases, the parties' undivided interests in
31   said Leaseholds •hall be deemed separate leasehold interests for the purposes ofthis agreement.
n    C. Subsequently Created Interests:
33               lf any party has contributed hereto a Lease or Interest that is burdened with an assignment of production given as security
34   for the payment of money, or if, after the dale of thjs agreement, any party creates an overriding royalty, production
35   payment. net profits interest, assignment of production or other burden payable out of production attributable 1o ilci. working
36   interest hereuoder, such burden sball be deemed a 'Subsequently Created Interest•     Furthe<, if any party has contributed
37   hereto a Lease or Interest burdened with an overriding royalty, production payment, net profits interests, or other burden
38   payable out of production created prior to the date of this agreement, and such burden is not shown on Exhibit "A, 11 such
39   burden also shall be deemed a Subsequently Created lntaest to the extent such burden causes the burdens on such party's
40   Lease or Interest to exceed the amount stipulated in Article ULB. above.
41               The party whose interest is burdened wffh the Subsequently Created Interest (the 'Burdened Party') shall assume and
42   alone bear, pay and diocharge the Subscqueotly Created ln<erest and shall indemnify, defend and hold harmless the other
43   parties from and against any liability therefor.        Further, if the Burdened Party tails to pay, when due, its shwc of expenses
44   chargesble hereunder, all provisions of Article Vll.B. shall be enforoeable againsl the Subsequently Created Interest in tne
45   same manner as they are enforceable again.'\t the working interest of the Burdened Party.                  If the Butdenod Party is required
46   under this agreement to assign or relinquish to any other party, or parties, all or a portion of its working interest and/or the
47   production attributable thereto. said other party, or parties. shaU receive said assignment and/or production tree and clear of
48   said Subsequently Created lntcm\, and the Burdened Party shall indemnify, defend and hold hannless said other party, or
49   parties, tlom any and all claims and demands for payment asserted by owners of the Subsequently Created Interest.
SO                                                                    ARTICLE IV.
51                                                                       TITLES
52   A. Title Eiaminatlon:
53               Title ex.amiPBtion shall be made on tbe Drillsite of any proposed well prior to commencement of drilling: operations and,
54   if a majority in interest of the Drilling Parties so       rcqu~ or Operator s0 elecl'i:, tide examination shall        be made: on the entire
55   Drilling Unil, or maximum anticipated Drilling Uni~ of the well.                 The opinion will include the ownership of the working
56   interest, minerals, royalty, overriding royalty and production payments under the applicable Leases.                   Each party contributing
S1   Lmses and/or OiJ and Gas Interests to be included in tb.e Drill.site or Drilling Unit, if appropriate. shall furnish to Operator
58   all abstracts (including federal lease status reports), title opinions, title papers and ourative material in its po5Session free of
59   charge.    AU such information not in the possession of or made available to Operator by the parties, but n~ for the
60   examination of the title,   ~hall   be obtained by Operator.      Operator shall cause title lo be examined by attorneys on illlii staff or
61   by outside attorneys.     Copies of all title opinion.• shall be furnished to each Drilling Party.             Costs incurred by Operator in
62   procuring abstracts, fees paid outside attorneys for title examination (including preliminary, supplemental, shut·in royalty
63   opinions and division order tille opinions) and other direct charges as provided in Exhibit "C" shall be borne by the Drilling
64   Parties in the proportion that the interest of each Drilling Party beal'3 to the lotal interest of all Drilling Parties as such
65   inta-ests appear in Exhibit "A" Operator shall make no charge for services rendered by its staff attorneys or other personnel
66   in the pcrfonnance of the above functions
67               E.ach. party shall be responsible for sceuring curative matter and pooli.nz amendments or agreement!\ requttcd in
68   connection with    Lea.~ or Oil and Gas Interests contributed by such party.           Operator shall be responsible for the preparation
69   and recording of pooling designations or declarations and conununitization agreements as well as the conduct of hearings
70   before governmental agencies for the securing of spacing or pooling orders or any other orders necessary or appropriate to
7t   the conduet of O]>C:ralions llereunder. This shall not prevent any party from appearing on its own behalf at such hearings.
72   Costs incurred by Operator, including fees paid lo outside attorneys. which are associated with hearings before governmental
73   agencies, and which co.~ts are necessary and proper for the activitie<; contemplated under this agreement, shall be direct
74   charges lo the joint account and shall not be covered by the administrative overhead charges as provided in Exhlbit •c."

                                                                           -2-




                                                                                                                                                         SEC 188340
       A.A.P.L. FORM 610 ·MODEL FORM OPERATING AGREEMENT. 1989

       Operator shall make no charge for services rendered by its staff attorneys or other personnel in th<: performance of the above
 2     functions.
 3               No well shall be drilled on the Contract Arca until after (1) the title to the Drillsite or Drilling Unit, if appropriate, has
 4    been examined as above provided, aDd (2) the title has been apJrOved by the examining attorney or title has been accepted by
      all ofihe Drilling Parties in such well.
      B. Lo11 or Failure of Title:
 7               I. Failure of Title: Should any Oil and Gas Interest or Oil and Gas Lease be lost through 'failure of title. which results in a
 8    reduction of interest from that shown on Exhibit "A," the party credited with contributing the affected Lease or Interest
 9    (including, if applicable, a successor in interest tc such party) shall have ninety (90) days from final determination of title
10    failure 1o acquire a new lease or other instrument curing the entirety of the title failure, which acquisition will not be subject
11    to Article Vlll.B., and failing to do so, thi~ ag1eement, nevertheless, shall continue in force as to all remaining Oil and Gas
12    Leases and Interests; Ellld.
13                     (a) The party credited with contributing lbe Oil and Gas Lease or Interest afl<cted by the title lililurc (including, if
l4    applicable, a successor in interest to such party) shall bear alone the entire loss and it shall not be entitled to recover from
15    Operator or the other parties any development or operating costs which it may have previously paid or incum:d, but there
16    shall be no additional liability on its part to the other parties hereto by roason of such title foilure;
17                   (b) There shall be no retroactive adjustment of expenses incurred or revenues received .from the operation of the
18    Lease or Interest which has Cailod, but the interests of the parties contained on Exhibit 11A11 shall be revised on an acreage
19    basis. as of the time it is dctcnnincd finally that tiUe failure has occurred, so that the interest of the party whose Lease or
20    lnlcrcst is affected by the title milure will thereafter be reduced in the Contract Arca by the amount of the Lease or Interest fitilcd;
21                       (c) If the proportionate in1cr0>1 of the other parties hereto in any producing well previously drilled on the Contract
22    Area is increased by reason of the title .failure, the party wh<> bore the costs incurred in connection with such welt attributable
23    to the lease or Interest which has failed shall receive the proceeds attributable to the increase in such interest (less costs and
24    burdens attributable thereto) until it has been reimbursed for unrecovered costs paid by it in connection with such well
2S    attn'butable to such failed Lease or lntC1cst;
26                      (d) Should any person not a party to this agreement, who is determined to be the owner of any loose or Interest
27    which has failed.. pay in any manner any part of the cost of operation, development, or equipmcnt 1 such amount "hall be paid
28    to the party or parties who bore the co!i1s which are so refun~
29                      (c) Any liability tc account to a person not a party to this aJP"cement for prior production of Oil and Gas which arises
JO    by reason of title lililure shall be borne severally by each party (including a predecessor to a current party) who rccei~
31    production for which such accounting is required based on the amount of such production received, and each such party shall
32    severa11y indemnify, defend and hold harmless all other parties hereto for any such liability to accoWJt;
33                      (0 No charge shall be made to the joint account for legal expenses, fees or salaries in COMection with the defense of
34    the Lease or Interest claimed lo have failed, but if the party contributing such Lca.se or Interest hereto elects to defend its title
35    it shall bear all expenses in coMeetion therewith; and
36                    (g) If any party is given credit on Exhibit 'A' to a Lease or Interest which is limited solely to ownership of an
37    interest in the wellbore of any well or wells and the production therefi'om. such party's absence of interest in the remainder
38    of lhc Contract Area shall be considered a Failure of Title as to such remaining Contract Area unless that absence of interest
39    is reflected on Exhibit "A."
40                2. Loss by Non..Payment or Erroneous Payment of Amount pue: Jf, through mistake or oversight, any rental, shut.. in well
41    payment, minimum royalty or royalty payment, or other payment necessary to maintain all or a portion of an Oil and Gas
42    Lease or interest is not paid or is erroneously paid, and as a resull a Lease or Interest terminates, there shall be no monetary
43    liability against the party who failed to mlike such payment.   Unless the party who wled tc make the required payment
44    secum; a new Lease er lnterest covering the same interest within ninety (90) days from the discovery of the failure to make
45    proper payment. which acquisition will not be subject to Article Vlll.B., lhe interests of lhe parties reflected on Exhibit 19 A"
46    shall be revised on an acreage basis, effective a.~ of the date of termination of the Lease or Interest involved, and the party
47    who failed to make proper payment will no longer be credited with an interest in the Contract A.Im on account of ownership
48    of tho Lease or lnterost which has terminated. If the party who failed to make the required payment shall not have been fully
49    reimbursed, at the time of the loss, from tbc proceeds of the sale of Oil and Gas attributable to the lost Lease or Interest,
SO    calculated on an acreage basis, for the development and operating costs previously paid on account of such. Lease or Interest.
SI    it shall be reimbursed for unrecovcrcd actual costs previously paid by it (but not for its share of the cost of any dry hole
52    ~iously drilled or wells previously abandoned) from so much of the following as is necessary to effect reimbwscment:.

53                   (a) Proceeds of Oil and On.o; produced prior to termination of the Lease or Interest, less operating expenses and lease
54    burdens chargeable hereunder tc tho person who railed to make payment, previously accrued tc the credit of the lost Lease or
SS    ln~ on an acreage basis, up to the amount ofunrecovcrcd costs;
56                       (b) Proceeds of Oil and Gas, less operating expenses and lease burdens chargeable hereunder to the person who failed
51     to make payment, up to the amount of unrccovcrcd costs attributable to that portion of Oil and Gas thcrcattCI' produced and
58     marketed (excluding production from any wells thereafter drilled) which, in the absence of such Lease or Interest termination.
S9     would be attributable to the lost Lease or Jnterest on an acreage basis and which as a result of such Lease or Interest
60     termination is credited tc other parties, the proceeds of said portion of the Oil and Gas to be contributed by the other parties
6t     in proportion to their respective interests reflected on Exhibit 11 A"; a.ad,
62                       (c) Any monies, up to the amount of uncccovcrcd c;osts, that may be paid by any party who ls, or becomes, the owner
63    of the Lease or Interest lost, for the privilege of participating in the Contract Area or becoming a party to this agreemcnL
64                3. Other Losses: All losses of Leases or Interests committed tc this agreement, other than those sot forth in Articles
65     IV.B.I. and lV.B.2. above, shall be joint losses and shall be borne by all parties in proportion to their interests shown on
66     Exhibit "A.' This shall include but not be limited to the loss of any Lease or Interest through failure tc develop or because
67   ·ex.press or implied covenants have not been performed (other than pcrfommnce which requires only the payment of money)~
68    and the loss of any Lease by expiration at the end of its primary term if it is not renewed or extended There shall he no
69    readjustment of interests in the remaining portion of the Contract Area on account of any joint loss.
70                4. Curins Title: In the event of a failure of Title under Article JV.B.1. or a loss of title under Article IV.B.2. above, any
71    Lease or Interest acquired by any party hereto (other than il1e party whose interest bas fuiled or was lo•O during the ninety
72    (90) day period provided by Article IV.B.1. and Article IV.B.2. above covering all or a portion of the interest that bas tailed
73    O£ was lost shall be offered at cost lo the party whose interest has failed or was lost; and the provisions of Article Vlll.B.

74   shall not apply to such acquisition.
                                                                        .3.




                                                                                                                                              SEC 188341
     A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT- 1989
                                                                            ARTICLEV.
 2                                                                          OPERATOR
     A. Desigaation and Responsibilities of Operator:
 4      _ _,AA=W~O~i~I&=G~a~s~ln~c~._ _ _ _ _ _ _ _ _ _ _ _ shall be the Operator                                 or the    Contract Area. and shall conduct
 s   and direct and have full control of all operations on the Contract Arca as permitted and required by1 and within the limits of
 6   lhis agreement.       In its performance of services hereunder for the Non·Operators., Operator shall be an independent contractor
     not subject to the control or direction of the Non-Operators except as to the type of operation to be undertaken in accordance
 8   with the cloction procedures contained in this agreement Operator shall not be deemed, or hold itself out as. the agent of the
 9   Non-Operators with authorily to bind them to any obligation or liability assumed or incurred by Operator as to any third
10   party. Operator shall conduct its activities under this agreement as a reasonable prudent operator. in & good and workman1ilce
II   manner~ with due diligence and dispatch. in accorda[l(:e with good oilfield practice, and in compliance with applicable law and
12   regulation, but in no event shall it have any liability as Operator to the other parties for losses sustained or liabilities incurred
13   except such as may result from gross negligence or willful misconduct.
14   8.. Rcdgnation or Removal of Oper•tor and Selection of Successor:
IS               I. Resignatjon or Remove) of Operator: Operator may resign at any time by giving written notite thereof to Non-Operators.
16   (f Operator terminates its legal ex istencc.. no longi.r owns an interest hereunder in the Contract Area, or is no longer capable of
17   serving as Operator, Operator shall be deemed to have resigned without any action by Non.Opcr.dors, except the selection of a
18   successor.    Qpendar     ~      lte retRe ed enJ) far gaatt       ea~e   ii) •fte aiimtali e ete ef        ~Jen QrieutleF&     e RiRg a    Rlajeri~   interest
19   Nsed en e •ereftip       etB   lihe n en &hihit "A" remaining aftl!ll' tt•eh:ttliRg the          eting   iRtereeJ~   ef Opereler:; suel!:   eta shell Bet be
20   deemed elfeeti• e UHl:il a 1¥FiM"eA Aetiee ha6 1:9een Beli ered te Qie gpater h) & Jl.l8fl Q,R,er detaiHRg 4he &Hegetl deliulll aaB
21   OpeNteF -       failed le ""'" the tlefMllt hftin lhir') f!Q~ Ga)s iem: it& reeeil!J1                 er      the aetiu Sf. if f.ke defttrtlt ee&elilll'ftS aft
22   epemaea .S.ee Being eeAElweted, 'ithill         f-,  eight ~43) hellfS ef il9 reeaijii sf d:te Mliee. lleF J*l:Ff3SSes het"eet:, "geed eawse" shell
23   &UBR eel enl3 lfSH eeglige11n er illNI miseeedw.el httt else lhll! Ht&teFial \m1eeh ef er inabllit) te It eel the 9&eRBar1:ls ef
24   epeetieR eenltliBetl in >rtiele ''. '\, er mateFiel fit:iittre e!' Hte:hi:iil:) le JlerfeFm ils ehligatieRS tm:tler t:ltis apeemem..
25                Sulije<:t lo Article Vll.D.l., such ""'ignalion or removal shall not become el'feetivc until 7:00 o'clock A.M. on the lirst
26   day of the calendar monlh following lhe e)(piration of ninety (90) days after the giving of notice of resignation by Operator
27   or action by the Non·Operators to remove Operator. unless a successor Operator has been selected. and assumes the duties of
28   Operator at an earlier date. Operator, after effective date of resignation or removal. shall be bound by the tenns hereof a.co a
29   Non-Operator.        A change of a corporate name or stnJciure of Operator or transfer of Operator's interest to any single
30   subsidiary. parent or succmsor corpo13tion shall not be the basis for removaJ of Operator.
31                2. Sclcction of Successor Operator Upoo the resignation or removal of Operator under any provisioo of this agreement. a
32   successor Operator shall be selected by the parties. The successor Operator shall be selected from the parties owning an
33   interest in the Contract Arca at the time such successor Operator is selected. The successor Operator shall be selected by the
34   affirmative vote or two (2) or more parties owning a. majority interest based on ownership as shown on Exhibit "A";
35   provided. however. if an Operator which has been. removed or is deemed to have resigned fails to vote or votes only to
36   succeed itself, 1he successor Opetator shall be selected by the affumative vote of the party or parties owning a majority
37    intc:rcst based oa ownership as shown on Exhibit "A" remaining after excluding the voting interest of the Operator that was
38   removed or resigned. The former Operator shall promptly deliver to the successor Operator all records and data relating to
39   the operations condu.cted by the former Operator to the extent such records and data arc not already in the possession of the
40   successor opcratoc. Any cost of obtaining or copying the fonner Operator's records and data shall be charged to the joint
41   account
42                3. Effect of Bankruptcy: Jf Operator becomes insolvent, bankrupt or is placed in receivership, it shall be deemed to have
43   resigned with~ut any action by Non.Operators, except the selection of a successor. If a petition for relief under the federal
44   bankruptcy laws is filed by or against Operator, and the removal of Operator is prevent<d by the federal bankruptcy court, all
4S   Non-Operators and Operator sbaJI comprise an interim opem.ting committee to serve until Operator has elected to reject or
46   assume this agroement pursuant to the Bankruptcy Code, and an election to reject this agreement by Operator as a debtor in
47   possession, or by a trustee in ~nkruptcy, shall be deemed a resignation as Operator without any action by Non.Operators.
48   except lbc selection of 21; successor. During tbc period of time the operating committee controls operations, an actions sball
49   require the approval of two (2) ot more parties owning a majority interest based on ownership as shown on Exhibit 11A." In
so   the event there arc only two (2) parties to this agrccmcn~ during the period of time the operating committee c;:ontrols
SI   operalions, a third party ae<:c-ptable to Operator, Non-Operator and the federal bankruptcy court shall be selected as a
S2   member of the operating committee, and all actions shall require the approval of two (2) members of the operating
53   committee without regard for their interest in the Contract Area based on Exhibit "A."
S4   C, Employees and Contractors:
SS            The number of employees or contractois used by Operator in conducting operations hereunder. their selection, and the
S6   hours of labor and the compensation for services performed sha11 be determined Operator, and all such employees or
S1   contractors shall be the employees or contractors of Operator.
SS   D. Rigbts and Duties of Operator:
59             I. Competitive Rates and Use of Affiliates· AU welis drilled                   ()D   the Contract Area shall be drilled on a competilive
60   <::ontract basis at the usual rates prevailing in the urea.            lf it so desires, Opaator may employ its own tools and equipnuml in
61   the drilling of wells, but its charges lherefor shall not CJ<tccd the prevailing rates in the area and the ralc of such charges
62   shal1 be agreed upon by the parties in writing before drilling operations are conunenced, and such work shall be pcrfonncd by
63   Operator under the same terms and conditions as are customary and usual in the area in contracts of independent contra.clors
64   who are doing work of a similar nature. All work performed or materials supplied by affiliates or ~fated parties of Operator
6S   shall be pcrfonned or supplied at competitive rates, pursuant to written agreement, and in accordance with cw;toms and
66   standards prevailing in the industry.
67              2. Discharge of Joint Account Obligations· Except as herein otherwise specificaUy                     provi~       Operator sbaU p:iomptly pay
68   and dischatgc expenses incurred in the development and operation of the Contract Arca pursuant to this agreement and shall
69   charge each of the parties hereto with their iespective proportjonatc shares upon the expense basis provided in Exlubit "C."
70   Operator shall keep an accurate record of the joint account hereunder. showing expenses incutTcd and charges and credits
71   made and received.
72             3. Protection from Liens: Operator shall pay, or cause to be paid, as and when they become due and payable, all accounts
73   of (:Ontractors and suppliers and wages aod salaries for services rendered or performed, and for materials supplied on, to or in
74   respect of the Contract Ari:a or any operations for the joint account thereof. and shall keep the Contract Area free fi'om

                                                                                 -4-




                                                                                                                                                                       SEC 188342
      A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT - 1989

      liens and encumbrances resulting therefrom except for those resulting ftom a bona fide dispute as to services rendered or
      materials supplied.
                   4. Custody of funds: Operator shall hold IQr the account of the Non-Opcralors any funds of the Non-Operators advanced
 4    or paid to the Operator. either for the conduct of opcrationo hereunder or as a result of the sale of production from 1hc
 S    Contract Area> and such funds shall remain the funds of the Non-Operators on whose account they are advanced or paid until
 6    used for their intended purpose or otherwise delivered to the Non~Opcrators or applied toward the payment of debts as
 7    provided in Article VII.B. Nothing in this paragraph shall be construed to establish a fiducialy relationship between Operator
      and Non-Operators for any purpose other than lo account for Non-Operator funds as herein specifically provided. Nothing in
 9    this paragraph shall require the maintenance by Operator of separate accounts for the funds of Non-Operators unless dtc
I0    panies otheiwise specifically agree.
11                5. Access to Contract Area and Records: Operator shall, except as otherwise provided herein, permit each Non-Operator
12    or  its duly authorized repn:scnlativc, at the Non-Operator's sole risk and cost, full and &ee access at all reasonable times to
13    all operations of every kind and character being conducted for the joint account on the Contract Area and to the records of
14    operations conducted thereon or production therefrom. including Operator's books and records relating thereto. Such access
15    rights shall not be exercised in a manner interfering with Operator's conduct of an operation hereunder and shall not obligate
16    Operator lo !Umish any geologic or geophysical data of an interpretive nature unless the cost of preparation of such
l7    interpretive data was charged to the joint account. Operator will furnish to each Non-Operator upon request copies of any
l8    and all reports and infonnation obtained by Operator in connection with production and related items, including. with.out
19    limitation, meter and chart reports, production purchaser s&atements, run tickets and monthly gauge reports, but excluding
20    purchase contracts and pricing information to the extent not applicable to the production of the Non-Operator seeking the
21    infonnation. Any audit of Operator's records relating to amounts expended and the appropriateness of such cx:penditures
22    shall be conducted in accordance with the audit protocol specified in Exhibit "C."
23                6. Filing and furnishing Governmental Reports: Operator will file, and upon wrinen request promptly furnish copies to
24    each requesting Non-Operator not in dctault of its payment obligations, oil operational notices, reports or applications
25    requin:d to be filed by local, Slate, Federal or Indian agencies or authorities having jurisdiction over operations hereunder.
26    Each Non-Operator shall provide to Operator on a timely basis all information necessary to Operator to mike such filings.
27            7, Drillins and Testing Operations: The following provisions ~hall apply to each well drilled hereunder, including but not
28    limited to the Initial Well:
29                   (a) Operator will promptly advise Non-Operalora of the date on which the well is spudded, or the date on which
30    drilling operations are commenced
31                   (b) Operator will send to Non-Operators such reports, test results and notices regarding the progn:Bs of operations on the well
32    as the Non-Operators shall reasonably request, including. but not limited to, daily drilling repons, completion reports, and well logs.
33                   (c) Operator shall adequately test all Zones cncounW.ed which may reasonably be expected to be capable of producing
34    Oil and Gae; in paying quantities as a result of examination of the electric Jog or any other Jogs or cores or tests conducted
3S    hereunder.
36              8. Cos! Estimates: Upon request of any Consenting Pany, Operator shall furnish estimates of current and cumulative costs
37    incurred for the joint account et reasonable intervals during the conduct of any operation pursuant to this agreement
38    Operator shall not be held liable forerro,. in such estimates so long as the estimates arc made in good faith.
39               9. ~ At all times while operations are conducted hereunder, Operator shall comply with the wotkcrs
40    compensation law of the state where the operations are being conducted; provided, however, that Operator may be a self-
41    insurer for liability under said compensation Jaws in which event the only charge that shall be made to the joinl account shaU
42    be as provided in Exhibit "C. 11 OpcrcJtor shall also carry or provide insurance for the benefit of the joint account of the partiei:t
43    as outlined in Exhibit     •o•    attached hereto and made a part hereof.     Operator shall require all contrac- engaged in work on
44    or for the Contract Area to comply with the workers compensation Jaw of the state where the operations are being conducted
45    and to maintain such other insurance as Operator may require.
46               ln the event automobile liability insurance is specified in said Exhibit "O," or subsequently receives the approval of the
47    parties, no direct charsc shall he made by Operator for premiums paid for such insurance for Operalor's aulomotive
48    equipment
49                                                                ARTICLE VI.
so                                                        DRU.LINC AND DEVELOPMENT
51    A- Initial Well:
52                 On or before the _Ist
                                      _ _ day of        September                 20 l 0 , Operator shall conunonce the drilling of the Initial
53    Well at the rollowing location:
54
55    Mutually agreed upon location within the Contract Arca to be determined at a later date by all the parties to this
56    Agreement
51
58
59
61)
61    and shall thereafter continue the driJJing of the well with due diligence to penetrate the Fusselman Fonnation.
62
63
64
65
66    The drilling of the Initial Well and the participation therein by all panics is obligatory, subject to Article Vl.C.l. as lo panicipation
67    in Completion operations and Article Vl.F. as to termination of operations and Article XI as to occWTcncc of force majeure.
68    B. Subsequent Operations:
69             l. ProOO!!Cd Operations: Jfany party hereto should desire to drill any well on the Contract Area other than the Initial Well, or
70    if any party should desire to Rework, Sidetrack, Deepen, Recomplete or Plug Back a dry hole or o well no longer capable of
71    producing in paying quantities in which such party has not otherwise relinquished its interest in the proposed objective Zone under
n     this agreement, the pany desiring to dril~ Rework, Sidetrack, Deepen, Recomptete or Plug Bock such • well shall give written
73    notice of the proposed operation to the parties who have not otherwise relinquished their interest in such objective Zone
74
                                                                           - s-




                                                                                                                                                       SEC 188343
     A.A.P.L. FORM 610 -MODEL FORM OPERATING AGREEMENT- 1989

       under this agreement and to all other parties in the cose of a proposal for Sidetracking or Deepening, specifying the work to be
       performed. the location. proposed depth, objective Zone and the estimated cost of the operation. The parties to whom such a
       notice is delivered shall have thirty (30) days after receipt of the notice within which to notil)' the party proposing to do the work
      whether they e1ect to participate in the cost of the proposed operation. If a drilling rig is on location, notice of a proposal to
 S    Rewori;, Sidetrack, Recomplete, Plug Back or D<epen may be given by telephone and the response period shall he limited to fony·
 6    eight (48) hours, exclusive of Saturday, Sunday and legal holidays. Failure of a party to whom such notice is delivered lo reply
       within lhe period above fixed shall constitute an election by that party not to participate in the cost of the proposed operation.
       Any proposal by a party to conduct an operation conflicting with the operation initially proposed shall be delivered to all parties.
 9    within the time and in the manner provided in Article Vl.B.6.
10                Tf all parties to whom such notice is delivered elect to participate in such a proposed operation. the parties shall be
11    contractually committed to participate therein provided such operations are commenced within the time period hereafter set
12    forth, and Operator shall, no later than ninety (90) days after expi.,.tion of the notice period of thirty (30) days (or as
13    promptly as practicable after the expiration of the fi:Jrty-eigbt (48) hour period when a drilling rig is on location, as the case
14    may be), actually commence the proposed operation and thereafter complete it with due diligence at the risk and expense of
IS    the partles participating therein; providc.d 1 however1 said commencement date may be extended upon written notice of same
16    by Operator to the other parties, for a p<'Tiod of up to thirty (30) additional days if; in the sole opinion of Operator, such
17    additional time is reasonably necessary to obtain permits from govenunenlal authoritiea, surlilee rights (ineluding rights-of·
18    way) or appropriate drilling equipment. or to complete title examination or curative matter required for title approval or
19    acceptance. (f the actual operation has not been commenced within the time provided (including any extension thereof as
20    specifically permitted hereln or in the force 111ajcure provisions of Article XI) and if any party hereto stilt desires to conduct
21    said operation, written notice proposing same must be resubmitted to the other parties in accordance herewith as if no prior
22    proposal had been made. Those parties that did oot participate in the drilling of a well for which a proposal to Deepen or
23    Sidetrack is made hereunder shalt, if such parties desire to participate in the proposed Dec:pcning or Sidetracking operation,
24   reimburse tho Drilling Parties in accordance with Article Vl.B.4. in the event of a Deepening operation and in accordance
25    with Article Vl.B.5. in the event ofa Sidetracking operation.
26                2. Operations by Less Than All Parties:
27                   (a) Determination of Particination. If any party to whom such notice is delivered as provided in Article Vl.D.l. or
28   Vl.C.I. (Option No. 2) elects not to participate in the proposed operation, then, in order to be entitled to the benefits of this
29    Article, the party or parties giving the notice and such other parties m; shall elect to participate in the operation shall, no
30    later than ninety (90) days after the expiration of the notice period of thirty (30) days (or as promptly as practicable after the
31    expiration of tho forty•eight (48) hour period when a drilling rig is on location, as the ease may be) actually ecmmonoc the
32   proposed operation and complete it with due diligence. Operator shall perform alJ work for the account of the Consenting
33   Parties; provided, however~ if no drilling rig or other equipment is on location, and if Operator is a Non..Consenting Party,
34   the Consenting Parties shall either: (i) request Operator to perform the work required by such proposed operation for the
35   account of the Consenting Parties, or (ii) designate one of the Consenting Parties as Operator lo perform such work. The
36   rights and duties granted to and imposed upon the Operator under this agreement arc granted to and impo•ed upon the party
37   designated as Operator for an operation in which the original Operator is a Non-Consenting Party. Consenting Pllrlies, when
38   conducting operations on the Contra.ct Area pUIEuant to this Article Vl.B.2., shall comply with all tenns and conditions of this
39   agreement.
40                If less than all parties approve any proposed operation, the proposing party, immediately after the expiration of the
41   applicable notice period, shall advise all Parties of the total interest of the parties approving such operation and its
42   recommendation as to whether the Consenting Parties should proceed witb the operation as proposed. Each Consenting Party,
43   within forty-eight (48) houra (exclusive of Saturday, Sunday, and legal holidays) after delivery of such notice, shall advise the
44   proposing party of its desire to (il limit participation to such party's interest as shown on Exhibit •A• or (ii) carry only its
45   proportionate part (determined by dividing such party 1s interest in the C'.ontract Arca by the interests of all Consenting Parties ln
46   the Contract Arca) of Non~onsenting Parties' interests, or (Hi) carry its proportionate part (detennim:d as provided in (ii)) of
47   Non-Consenting Panics' interests together with all or a portion of its proportionate part of any Non.Consenting Parties'
48   inter- !bat any Coru;enting Party did not elect to lake. Any interest of Non-Consenting Parties that is not carried by a
49   Consenting Party shall he deemed to be eanied by the party proposing tho operation if such party dces not withdraw its
50   proposal Faa1urc to advise the proposing party within the time required shall be deemed an election under (i). In the event a
5I   drilling rig is on location, notice may be given by telephone, and the time permitted for such a response shall not exceed a
52   total of forty-eight (48) ho111> (exclusive of Saturday, Sunday and legal holidays). Tho proposing party, at its election, may
SJ   withdraw such proposal if there is less than 100% participation and shall notify all parties of such decision within ten (10)
54   days, or within twenty-four (24) houts if a drilling rig is on location, following expiration of the applicable r"'JJOnse period.
SS   If 100% >Ubscription to the proposed operation is obtained, the proposing party shall promptly notify the Consenting Parties
S6   of their proportionate interests in the operation and the party serving as Operator shall commence such operation within the
57   period provided in Article Vl.B. I., subject to the same extension right"" provided therein.
58                   (b) Relinquishment of Interest for Non~Particination. The entire cosl and risk of conducting such operations shalJ be
59   home by the Consenting Parties in the proportions they have elected to bear same under the terms of the preceding
60   paragraph. Consenting Parties shall keep the leasehold estates involved in such opcrotions free and clear of all liens and
61   encumbrances of every kind created by or arising from the operations of the Consenting Parties. If such an operation results
62   in a dry hole, then sul!Jcct to Articles VJ.B.6. and Vl.E.J., the Consenting Parties shall plug and abandon the well and restore
63   the surface location at their sole cost, risk and cx.pen:;:e; provided, however, that those Non-Consenting Parties that
64   participated in the drilling, Deepening or Sidetracking of the well shall remain liable for, and shall pay, their proportionate
65   shares of the cost of plugging and abandoning the well and restoring the surface location insofar only as those costs were not
66   increased by the subsequent operations of the C'.onsenting Parties.             If any well drilled, Reworked, Sidetracked, Deepened,
67   Reoomplcted or Plugged Back under the provl'lions of this Article results· in a well capable of producing Oil and/or Gas in
68   paying quantities, the Consenting Panics shall Complete and equip the well to produce at their sole cost and risk, and the
69   well shall then be turned over to Operator (if the Operator did not conduct the opemtion) and shall be operated by it at the
70   expense and for the account of the Consenting Parties, Upon commencement of operations for the drilling, Reworking,
71   Sidetn:acking. Recompleting, Deepening or Plugging Back of any such well by Consenting Parties in accordance with the
72   provisions of this Article, each Non-Consenting Party shall be deemed to have relinquished tn Consenting Parties, and the
73   Consenting Parties shall own and be entitled lo receive. in propclltion to their respective interests, all of suc.h Non-
74   Consenting Party's interest in the well and share of production therefrom or, in the case of a Reworking, Sidetracking,
                                                                      -6-




                                                                                                                                           SEC 188344
      A.A.P.L. FORM 610-MODELFORM OPERATING AGREEMENT-1989
      Deepening, Recomplcling or Plugging Back, or a Completion pursuant to Article Vl.C. l.                              Option No. 2, all of such Non-
 2    Comenting Party's interest in the production obtained from the op:ration in which the Non-Consenting Party did not elect
 3    to participate,         Sueh relie~ll:islUBelN shell be elreeft e wnlil the PFeeeeds ef the sale ef sueft share, ealeulitteti: at the en, er
 4    maAEet        slue theresf if saek sAau is net sel~ (after deeJuetiftg a.pplieaBle aB aleF&.m, pNJduetien, se ElftHlee. Bflti eneise tltiit!fl,
        Fe)al~. e cel'fiding re)alt) aoEl ether iftte1ests net em1epted b) 6..rtiele Jl!.C. J'Et)ahle 61tt ef er me&S\l:Fed h) Sh:e pP6Elueiien
        iiem Sl:leh , ell eeeNing · ith tes~eet ~e sueh leterest 11ntil i& re 8"8) 1 shall eqt;tal the telal ef lhe ielle , iRg.
                       fi)            q' ef eaeh SYell Nen GeRaRing Paff) 's 8heFe er the eesl ef ft1t3 Be. ty &ei}Uited 6lifl8.ee IN\Uipment
       ~ SflfJ the • ellllee6 eer1neeiiene (iReattiding hut Rel Hmiled te steel£ tanlf&; se,,al'Bleff, lf'eetm, pi~ e~eet and
 9     pipie~, plus 100" ef eaeh eueh ~Jee Geftseadng PaR:i 's &Aare er the east ef BJllM'atien af '8.e                              en eefftftlte1tei:Rg 'idt first
10     preill'letieft and ee8':Ht.iing uatil eeeft saell )lee Cet1sefffieg PIH'l) 's Felin1:1uishetl iRtE!IFe!I! Mell re aft ta it t1Rder elher
11     pre1isiens ef lhis :'Riele, it hei:Ag &g?eed that eeeh Nee Censeeling ~·e shate er saeh eefRs Elftli SEfYipmeat ·,ill he that
12     interesl hieh ' euld Ba e Been ehargeehle le Stleh •fae CaHS,_ing Peff) Ma it paRieipateEI ifl the ell ffem the hegil ling
13     efthe eperetieHs; and
14                    (ii)            1' of (al Ille! pofliea of lho ooels Olld 01<pe11Ses ef dfiYiflg, Re· o~oing, S'doeol•ing, EloepeAing.
 IS    l>.!HgBing Boel•, tesling, Go"'l'loling, and Reeemple!iag, oft'"' dodtioling •RY eooh eoR1ribU1ie119 ,.,,.; ed u.e... A,.ielo "111.G.,
16     oR<I of (b) ~ peflio• of d;e oosl of ""' 1) ••ftUit-ed oquip"'""' in Ille ell (lo HRd iBeludiog Ike ellhea<i eennoolio••),
17     • hieh: e~d have 8eeft ehapgeahle te s1:1eh >lee G911seating Pa~ if it had:paA:leiF'&'ell ihereie,
18                    )Jet 'iOtslefldiag &ft)"'IHF1g te tit:1.1 eentfef; ill lhie JAiele VJ.B., if 1h:e • eH Sees net fe&eh lfte deep• &bjeeti1e liene
t9     desefihed ie the neiiee pre11eeing the · eH: far reeeeM elfler lhslt the etteet:mlefi"@ ef granite er pRletiealiy impeB:etrahle
20     eHs1te1ee eP elffer eenEiitieR iR the hele feftderiflg fw'her epe111tiens ifftpraetiee\Jle, QpetateF shell gl e aetf:ee thereef le eaeR
21     >left Certseldifll Pmt,          he Mlhfflilled er ereel fer BH aket"RMi e J:!Fepe981 UAder "'.d"liele Vl1B.fi. t:e drill the ~ell te e
22     eftalle 191' ileRe than: the deepest e1'jeeti e ~ene pPBJ1661i!& in .i,ei 11aHee Uftder RiEffi the . en BB dfflled,; lftd -.eh 9t:teh Nen
23     Cewat:i&g P~ shaA he e the eptieB: te partieiJtale in Ute iBitial 11repeseS CempletiBR ef ,.e ell 8)· J!&)lng iis share ef lhe
24     east ef driltiPg the , ell le its aeNeJ depllt, ealettlated ie &Re IB8f1Aer pre ii:led ifl 4::.-:tiele \'[,8.4. (a). If l'lft) sueh )'left
2S     Ceeseelieg Party Bees Bet eleet te p&ftieipale m lfta Bmt Celfil'\elieft fJfepesed far 9tt:eh ell, &he teliREltfiShment j!IFe'l isiens
26     eflhis "'1iele "l.8:11 (~shall illflf'I) te s.ieh paff) 1s ielefes&,
27                    (4) Re eA1:ing. R:eeemeleting er Pl\iHieg Baelf An eleetiAH net te plll'li@ipate Hi tfle drillieg, 8ideReliiAg BF
28     t>eepeniag ef a uH shell he dee111ed al\ eleeH.eft n~ le peffleipfMe in an) Re erMng er PIMggillg BaeiE epere\iee prepesed iR
29     sHM e eU, BF peRieR dtereef:, te hieh the iRittel l!:Bft eeftsept eleetien applied tftat i11 eeeduetell at lft) ti1Re pfteF te NII
JO     'fBieQ•~ ~, tfte Qememittg Pttt\ies er tfte l"Ien bensefttieg ~'& fl!IBB¥fHfteBt llfft9Wlt.                               Similerl), an el~tittn net te
31     paJtieipete HI the GeH1pletiRg er Ree:Bffi19le\iflg af a ell &hall b11 deemed a11 eleetiee eel te partiei-pate iB &Ut) Re~ eriEing
32     epeMdes: 13ret'eeed iB eueh a ell, eF peftlen tftereef, te Bieh the initial aen eensent eleeliea ftl'JJliefl that is eBBdweteEl et
33     &ft) lime prieF te itll reee· et=) hl the CanseAtiAg Panias ef the >lee Cea!IBnting P-est)'s reeettp1118flt 8fft1.n1at.                           "e, sseh
34     Re'' efking, Reeemplel:ing BF :Plttgging 8aelt epRlieR eef!ihteleil du.Ang the reeBYpffteftl pefled &}tell he deemed p8l't ef the
35     eest ef e19t!f&'cien ef sahl ell &Rd tftere Mia\\ tie added: te *hoe &Yl'Wi te 'ee reeeupet\ h) lfle GePHRliag PaAies                                  l' ef
36     that -perti&.e: ef the easY ef t:ke Re efti:iftg; Reeemf!ieting er Plsgging Se~c epNief! hieh ew.td he e Been eharge&ele le
37     swe-A ~'en G'ellSl:'RliRg Psft3 had it J'&MiaipefeS &hBFeis               1f sueh a Jh sFkiftg, Reeemple!ittg er PJugglng Beelc BJ!'Mlliea is
38     flFepesfMI d\ff'iAg swe)l reeeYpffleRt fl-'ed, Che pl'B isieRs ef this Miele \'I,8. shall he 11pplieahle as het eeR aaid CensBftliBg
39     P-efties itt s11id "ell.
40                    ~d) Reee~emMlt Ma!efS. Q\IN\g th~ J9Bl'ie& e{ mtie Censemiftg P'ffties are effiiQell \e reaei. e Wen Gen:ien\i:ng Paft)'s
41     shef9 af preduetiee. er the preeeetls lhereiem. Genseel:ing PaFties shell 11e re913ensihle fer the J!a)ment ef all ad ·alerem.
42     pRJdueliM, s~'8f8Ree, eueise; getfteriRg ed ether tilKee, ed ell re)alt), e elfl'idieg ra~al'> ettd ether lii:tftiens pt;1plieehle te
43     ~Jen CeA&eRting 1'8") 'a share eff'FBElwelien Rat e11eep1ed 8) ... Riele 111.G,
44                    Jn the ease er &ft) Re BfliiAft1 SidelfflelEiRg, fl.1¥gglng 8eeh•• ~eeempl8'iRg er f}eepeRiRg er:ieNliea. ate Ceft.ieRtiRg
45    Plftiee sN!H: ee P""'Aued te Ifie, ihe ei' eee\ aY easift!, teiftg e:F16 e\fter e~·l'"'e'FI' in \Ae ~el:l. 1eiat tke e; nef51:1ip ef aP
46     Nali eEJHlffmeRt Ghall remein 1111ehaHged1 and UfleH &handenmeftt ef a ell after st1elt Re eFking; Side\reelliag, PlttggiRg Beek,
47     Reeempleting er f)eepening, lhe Gene1nRiag Pttfties shall aeeetHtl fer an weh 11n:ittip1'R:eftt te the e eers Dtereef, ' ith eeeh
48    p&Ay reeei ·ieg ito prepeftienete pBft ie kind: er ta alue, tees eeat ef sehege,
49                    ,.,ithie Rinet) (99) da}s after the ee1HJ'let'ea ef BR)' e~_eraHeR under this Yl:iele1 the p~ eeedtleting: the eperatiem
SO     fef t\\e CMH1efttit!g P<trtiee shel:l Rtmi!ih eaell tlen Cememi:lag Pafly , ith e it\ e'Ateey ef the: e~pmM'lt in mu! eeweted: te
sI     the ell, and Gt\ it1.1mk!ed statement ef the east er Millie~ Sideifaekieg, E'Jeepening, PlYgging Baek, testittg, Cempleting,
52    R.eeemJ')eting., &ll8 eqt1ippiRg the ell fer prP.6Ye&en, er, at ie eJM:iea, the eperet:ing 1u11t,, tn lieu ef en ilemi!ed saecemeAt
53    ef sueh eesls ef epl!IRlHen; ma) s~mit e Mteiled etaiement ef menth13 \Jillh~gs. Eeeh menth thl!PeaAer, dwFing the lime the
54    GaR1e1tti&g Pllfties ere heing Feimht1Ftitl8 as pF8 hied abe' e; the part) eendaetitlg lhe eperetie11s fer &he Gettseftting Pm4iea
SS    shal1 NAlieft ~e >lee CeReentiRg Pe:t1iee 1ith e itemii!ed: Me:\el!l•t sf all essW Yd lie.SiHties inalffFed: ·, 'be e):\eti¥ien ef
56     tl1e en, 1age•her ith a stelement ef tJu 11usntit) ef Qit BREI g8:8 1nedkleed ht it ftftd 1fte 81ftett8t ef f'l'Beeeds reeliee:el hlfl
57     the sale er the etl'1:1 eftting ietereet p1 e8tt:eti.eR Mag the pAteeSieg menlh. le dete iHieg ihe etvElllllt, ef Gil aed Gas
58     pFedw.eed Elurieg an) meatft, Cwenting PaRies slml1 wse iedllB"' Htn~pted metltet-19 saeh as hut net 1i1Hite:el ts meteFing er
S9    peFi:eElie ell \eB'9. ".oH!I ameYRl realii.lied i:em the eele sr etftef dispesiliee ef eEfH!ipmt:Rt ee I) ee119i"Fed iA eeRReeden ;ch
60    aft) seeh epemtien            hieh ewld lttt e been e eed 9) a ties Ceflf:te11lir!g Pert) :hed it partieipatad lftereift shall 'ee ereEliteB
61    egeiast lfte tetel llRrelum:ed eeslti ef the eRe deFIB BREI er the e151wip1Reftt purehased: iR &elem'lifting ken lhe ieteue• ef &ueh
62    NBH Censmling Pe:A) shell te ere te it B:!I aha e pre1ide~ eed if &here is e eredit 'ealaaee, it shell he ,-id ie stteft l>leH
63    Geeaeniteg Pa"'.
64                    If aad hen '8.e Geeseetieg Putiee reee er ffeBi a "tfeft Ceaseeting Peft) •a reliAE1t1ished iflterest &he &fftEHmte l'fB ideEi
65    fer alle e. Ike reliequiohed inleresl8 of e11oll ~lo• GeRBenling Poff! shall autemalioally ,.. efl 10 it .. of 1.QQ "'"" •• the day
66    feIJe,'ieg Che ~ ea 'hieh sweft Fee9YJUHtlfff e~SYFS, aOO, hfii ae:d slier sweB: Fe emieft; sueh ~ 1 BR G9MSJ1fiRg Peft3 shall
67    e 'fl the 98ffl:B in\eri!et ia suell "i!ll, the matiJFi&l mu! ettttipmeRl iR er pertaining thereta, a:nd tfle pmdYetieR 1hereffam as
68    !!Hell tlea CeneeAtiRg Pe.ff) 1¥8Uhl ha e \reeA eatHled te Bed . it reffieif!8ted in the Milling, Sidetfaeldng, RewerlHng,
69    Qeepeffing; Reeempletiftg er Flusgieg Ba.eh ef Hill ell. Thereafter. aw.eh l>lee CeMeAtiFlg P~ sMll he eharged ll itft eeEi
70    she.II pa) ii:e J'l'61'BffieMte pe:rl er the fwth&1 easts ef '81 eperatien ef seid                         ell ie aeieerSaeee iOt the teFRls ef this
71    &gtee11 eel and HA;hi8it "G" etteeheEI lterete.
n                    3. Stand-By Costs: When a well which has been drilled or Deepened has reached its authorized deplh and all tests have
73    been completed and the results thereof furnished to the parties, or when oper.itions on tlte well have been otherwise
74    terminated puJSUant to Article VJ.F., stand-by costs incurred pending response to a party's notice proposing a Reworking,
                                                                                 . 7.




                                                                                                                                                                       SEC 188345
     A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT - 1989

     Sidetracking, Deepening, Rccomplcting. Plugging Back or Completing operation in such a well (including the period required
     under Article VLB.6. to resolve competing proposals) shall he charged and borne as part of the drilling or Deepening
     operation just completed. Stand-by costs subsequent to all parties responding. or expiration of the response time permitted,
 4   whichever first occurs, and prior to agreement as to the participating interests of all Consenting Parties pUl'SWU1t to the terms
 5   of the second tll'lmn>atical parug;.iph of Article Vl.B.2. (a), shall be charged to and borne as part of the proposed oPO>ation,
 6   but if the proposal is subs~uently withdrawn because of insufficient participation, sucli stand·bY costs s:hall be allocated
 7   between the Consenting Parties in the proportion each Consenting Party's interest as shown on Exhibit "A" bears to the total
     interest as shown on Exhibit "A" of all Consenting Parties.
 9                In the event that notice for a Sidetracking operation is given while the drilling rig to be utilized is on location. any party
10   may request and receive up to five (5) additional days after e.<piration of the forty-eight hour rosponse period specified in
11   Article Vl.B. I. within which to respond by paying for all stand-by costs and other costs incurred during such extended
12   response period; Operator may require such patty to pay the estimated stand-by time in advance as a condition to extending
13   th• response period. If m""' than one party elects lo take such additional time to respond to the notice, standby costs shall be
14   allocaled between the parti~ taking additional time to respond on a day-to-day basis in the proportion each electing party's
15   interest as shown on Exhibit "A" bears to the rota! interest as shown on Exhibit "A" of all the electing parties.
16               4. ~ If less than all parties elect to participate in a drilling, Sidetracking, or Deepening operation proposed
17   p11m1ant to Article Vl.D. I., the ilrtcrcst relinquished by the Non-Consenting Parties lo the Consenting Parties under Article
18   VJ.B.2. shall relate only and be limited to the lesser of (i) the total depth actually drilled or (ii) the objective depth or Zone
19   of which the parties were given ootice under Article VJ.8.1. ("Initial Objective'). Such well shall not be Deepened beyond the
20   Initial Objective without first complying with this Article to afford the Non-Consenting Parties the opportunity to participate
21   in the Deepening operation.
22              In the event any Consenting Party desires to drill or Deepen a Non.Consent Well to a depth below the Initial Objective,
23   such party shall give notice thcrco( complying with the rcqui.-ements of Article Vl.B.l ., to aU parties (including Non·
24   Consenting Parties), Thereupon, Articles Vl.B, 1. and 2. shall apply and all parties receiving such notice shall have the right lo
25   participate or nol participate in the Deepening of such well pursuant to said Articles Vl.B.l. and 2. If a Deepeaing operation
26   is approved purspant to such provisions, and if any Non.Consenting Party elects to participate in the Deepening operation,
27   such Non.Consenting party shall pay or make reimbursement (a.4' the case may be) of the following costs and expenses.
28              (a) If the proposal lo Deepen is made prior to the Completion of suoh well as a well capable of producing in paying
29   quantities, such Non-Consenting Party shalt pay (or reimburse Consenting Parties for, as the case may be) that share of costs
30   and expenses incurred in connection with the drilling of said well &om the surface to the Initial Ot:;ective which Non-
31   C'-0.....ting Party would have paid had such Non.Consenting Party agreed to participate therein, plus the Non-Consenting
32    Party's share of the cost of Deepening and of participating in any further operations on the wcll in accordance with the other
33    provisions of this Agreement; provided, however, all costs for testing and Completion or attempted Completion of the well
34    incurred by Cons-cnting Patties prior to the point of actual opcrallons to Deepen beyond 1he \nitial Objective shall be for the
35    sole account ofConscnting Parties.
36                (b) If the proposal is made fur a Non-Consent Well that has been previously Completed as a well capable of producing
37    in paying quantities, but is no longer capable of producing in paying quantities, such Non.Consenting Party shall pay l or
38   reimburse Consenting Panics for, as the case may be) its prop0rtionate share of all costs of drilling, Co.mpleting, and
39    equipping said well from the surface lo the Initial Objective, calculated in the manner provided in paragraph (a) above, less
40    those costs recouped by the C'.onscnting Parties from tb.c sale or production ftom the well. The Non-Consenting Party shall
41    also pay its proportionate share of all costs of re-entering said well. The Non.Cooscnting Parties' proportionate part (based
42    on the percentage or such well Non-Consenting Party would have owned had it previously participated in such Non-Consent
43    Well} of the costs: of salvable materials and equipment remaining in the hole and sa\vable surface. equipment used in
44    connection with such well shall be determined in accordance with Exhibit 11 C.~ Jf the Co~enting Parties have recouped the
45   cost of dril1ing, Completing. and equipping the well at the time such Deepening operation is conducted, then a Non·
46    Consenting Party cnay participate in the Deepening of the welt with oo payment for costs i~ed prior to re-entering the
47    well for Deepening
48               The foregoing shall not imply a right of uny Consenting Party to propose any Deepening for • Non.Consent Well prior
49   to the drilling of such well to its Initial Objective without the consent of the other Consenting Parties us provided in Article
50    VI.P.
Sl                S. Sidetracking: Any party having the right to participate in a proposed Sidetracking operation that docs not own an
S2   interest in the affected wel1hore at the time of 1hc notice shaJ11 upon electing to participale. tender to the wellborc owners its
SJ   proportionate share (equal to its interest in the Sidetracking operation) of the value of that portion of the existing wcUborc
54   to be utilized as follows:
55                      (a) tr the proposal is for Sidetracking an existing dry hole, reimbursement shall he on the basis of the actual costs
56   incurred in the: initial drilling of the well down lo the depth at which the Sidetracking operation is initiated.
57                      (b) If the prop0i;al is for Sidetracking a well which has previously produced, reimbursement shall be on the basis of
58   such party's proportionate slwe of drilling and equipping costs incurred in the initial drilling of the well down to the depth
S9   at which the Sidetracking operation is conducled, calculated iD the manner described in Article VJ.B.4(b) above. Such party'•
60   proportionate share of the cost of the well's sa1vable materials and equipment down to the depth at which the Sidetracking
61   operation is initiated shall be determined in accordance with the provisions of Exhibit "C."
62                6. Order of Preference of Operations. Except as otherwise specifically provided in this agreement, if any party desires to
63   propose the conduct of an operation that conflicts wilh a proposal that has been made by a party under this Article VI, such
64   party shall have fifteen (15) days from delivery of the initial prop0sal, in the case of a p<oposal to drill a well or to perfonn
65   an operation on a well where no drilling rig is on location, or twenty-four (24) hours, exclusive or Saturday, Swiday and legal
66   holidays, from delivery of the initial proposal, if a drilling rig is on location for the well on which such operation is to be
67   conducted, to deliver to atl parties entitled to participate in the proposed operation such party~ alternative proposal, such
68   alternate proposal to wotain the same infonnation required to be included in the initial proposal. Each party receiving such
69   proposals shall elect by delivery of notice to Operator within five (5) days after cxpiratioo of the proposal period, or within
70   twenty·four (24) houni (exclusive of Sawrday, Sunday and legal holidays) if a drilling rig is on location for the well that is the
71   subject of the proposals, to participate in one of the competing proposals. Any party not electing within the time required
72   sba11 be deemed not to have voted. The proposal receiving the vote of parties owning the largest aggregate percentage
73   interest of the parties voting shall have priority over all other competing proposals; in the case of a tic vote, the
74
                                                                    . 8.




                                                                                                                                                   SEC 188346
        A.A.P.L. FORM 610 ·MODEL FORM OPERATING AGREEMENT - 1989
       initial proposal she.II prevail. Operator shall deliver notice of such result to all parties entitled to participate in the operation
 2     within five {S) days after expiration of the clcction period (or within twenty~four (24) hours, ex.elusive of Saturday. Sunday
 3     and legal holidays, if a drilling rig is on location), Each party shall then have two (2) days (or twenty-four (24) hours if a rig
 4     is on location) from receipt of such notice to elect by delivery of notice to Opmitor to participale in such operation or to
       relinquish interest in the affected well pursuant to the provisiOl1$. of Article Vl.B.2.; failure by a party to deliver notice within
       such period shall be deemed an clcctionru!l to (!Qrticipe.te in the prevailing proposal
                    7. Conformity to Soacing Pattern. Notwithstanding the provisions of this Article Vl.B.2., it ls agreed that no wells shall be
       proposed to be drilled to or Completed in or produced from a Zone from which a well located elsewhere on the Contract
       Arca is producing. unless such well confonns to the then-existing well spacing pattern for such Zone.
10                8. Poying Wells. No party shall conduct any Reworking, Deepening, Plugging Back, Completion, Recompletion, or
11      Sidetracking operation Under this agreement with respect to any well then capable of producing in paying quantities except
12     with the consent of all parties thal have not relinquished interests in the well at the time of such operation.
13     C, Completion of Wells; Reworking and Plugging Back:
14                  I.   ~          Without the consent of all portics, no well shall he drillod, Deepened               or Sidetracked, except any well
15     drilled. Deepened or Sidetracked pursuant to the provisions of Article Vl.B.2. of tbjs agreement.                        Consent to the drilling,
16     Deepening or Sidelracking shall include:
17          a     Q11iieR >le.    1: Ill neees_,         en~~·ih:IPee     far she drilling; Eleepeaifig er Sid:etr&ele:it'lg; tee4:iflg. Gell ple\ilig at!&
18                eEtttippitig efthe ell, ifteklding 11 !!e!IS~ te:nlmge 8ft&leF swFfaee fileililies.
19           0    Ontion No. 2· All necessary ex.pcnditurcs for the dri11ing, Deepening or Sidetracking and testing of the wetL When
20                such well has reached its uuthorizcd depth, and all logs, cores and other tests have been completed, and the results
21                thereof furnished to tho parties, Operator shall give immediate notice to the 'Non-Operators having the right lo
22                participa1e in a Completion attempt whether or not Operator recommends attempting to Complete the well,
23                together with Operator's AFE for Completion costs if not previously provided. The parties receiving such notice
24                shall have forty-<light (48) hours (exclusive of Saturday, Sunday and legal holidays)' in which lo elect by delivery of
25                notice to Operator to participate in a recommended Completion attempt or lo make a Completion proposal with an
26                accompanying AFE.     Operator ~hall deliver any such Completion proposal, or any Completion proposal conflicting
27                with Operator's proposal, lo the other parties entitled to pilrticipate in such Completion in accordance with the
28                proced,un,s specified in Article VI.Il.6.        Election to participate in a Completion attempt shal1 include consent to all
29                neccssary expenditures for the Completing and equipping of such well, including necessary tank11gc and/or surface
30                facilities but excluding any stimulation operation not contained on the Completion AFE.                          Failure of any party
31                m:eiving au.ch notice to repJy within the period ubove fixed shall constitute an electiGn by that party !lQ1 to
32                participate in the cost of U1e Completion attempt; provided, that Article Vl.B.6, shall control in the case of
33                conflicting Completion proposals,If one or more, but less than ull of the parties, elect to attempt a Completion, the
34                provision of Article Vl.B.2. hereof (the phrase "Reworking, Sidetracking, Dccpcning, Recompleting or Plugging
35                Back• as eontained in Article Vl.B.2. shall be deemed to include ncotnplcting") shall apply to the operations
36                thereafter conducted by less than all parties; provided, however, that Article Vl.B.2. shall apply separately to each
37                separate Completion or Rccomplelion attempt undertaken hereunder. and an election to become a Non.Consenting
38                Party as to one C.Ompletton or Recompletion attempt shall not prevent a party from becoming a Consenting Party
39                in sub>equent Completion or Rccompletion attempts reg-.udless whether the Consenting Parties as to earlier
40                Completions or Recompletion have recouped their costs pursuant to Article Vl.B.2.; provided turther, that aey
41                rec:oupment of cos'ls by a Consenting Party shall be made solely from the production attributable to the Zone in
42                which the Completion attempt is made.   Election by a previous Non-Consenting party to participate in a subsequent
43                Complcllon or Rccomplction attempt shall require such party to pay its proportionate share of the cost of salvablc
44                materials and equipment installed in the well pun.-uant to the previous. Complc1ion or Rccompletion attempt.
45                insofar and only insofar as such materials and equipment benefit the Zone in which such party participates in a
46               Completion attempt.
47 -        2. Rework Rcoomplcte or Plug Back· No well shall be Reworked, Recompleted or Plugged Back except a well Reworked.
48     Recompleled, or Plugged Baclc. pursuant to the provisions of Article VJ.B.2. of this agreement.                      Consent to the Reworking,
49     Recomplct.ing or Plugging Back of a well shalt include all necessary expenditures in conducting such opcratiom and
SO     Completing        and     equipping       of      said      weU,       including       necessary     tankage       and/or    surface      facilities.
S1     D. Otbor Openlions:
52                Operator shall not undertake any single project reasonably estimated to require an expendilure in excess of _ _ _ _ _ __
53     Twenty-five thousand                                                             Dollars (S 25 000.00              > except in connection with   the
54     drilling, SidelnlCking, Reworking, Deepening, Completing, Recompteting or Plugging Back of a welt that has been previously
SS     authorized by or pursuant to this agreement; provided, however, that, in case of explosion, fire, flood or other sudden
S6     emergency, wit.ether of the same or different lUlture, Operator may take such steps and incur such expenses as in its opinion
57     are required to deal with the emergency to safeguard life and property but Operator, as promptly as possible, shall report the
58     emergency to the other parties.        If Operator prepares an AFE for its own use. Operator shall furnish any Non-Operator so
59     requesting an information copy thereof for any single project costing in excess of         Twenty~ftve thousand                            Dollars
60     (S 25.000.00                                     ). Any party who ha> not relinquished its interest in a well sholl have the right lo propose that
6l     Operator perform repair work or undertake the installation of artificial lifl equipment or encillaty J)Toduction facilities such as
62     salt water disposal wells or to conduct additional work with respect lo a well drilled hereunder or other similar project (but
63     not including lhc installBtioo of gathering lines or other transportation or marketing facilities, the installation of which shall
64     be governed by separate agreement between the parties) reasonably estimated to require an expenditure in excess of the
65     amount ftrst set forth above in this Article Vl.O. (except in connection with an operation required to be proposed under
66     Articles Vl.B.1. or VI.C.I. Option No. 2, which shall be governed exclusively be those Articles). Operator shall deliver such
61     pr<>posal to all parti.. entitled to participate therein. If within thirty (30) days thereof Operator secures the written consent
68     of any party or parties owning at least      O         % of the interests of the parties entitled to participate in such operation,
69     each party having the right to participate in such project shall be bound by the tenns of such propooal and shall he obligated
70     to pay it> proportionate ohare of the costs of the proposed project as if it had consented to such project J>IU'UMt to the terms
71     of the proposal.
72     E. Abandonment of Wells:
73           I, Abandonment of Dry Holes· Except for any well drilled or Deepened pursuant to Article Vi.B2., any well which has
74     been drilled or Deepened under the terms of this agreement and is proposed to be completed as a dry hole shall not be
                                                                             . 9.




                                                                                                                                                               SEC 188347
        A.A.P .L. FORM 610 - MODEL FORM OPERATlNG AGREEMENT - 1989

       plugged and abandoned without the coo>cnt of all parties. Should Operator, al\cr di\igenl effort, be unable to contact any
       party, or should any party liiil to reply within forty-eight (48) houn; (exclusive of Saturday, Sunday and legal holidays) after
       delivery of notice of the proposal to plug and abandon such well, suclt party shall re deemed to have consented to the
       proposed abandonment. All such wells shall be plugged and abandoned in aceordanee with applicable regulations and at the
       cost, risk and expense of the parties who participated in the cost of drilling or Deepening such well. Any party who objects to
       plugging and abandoning such well by notice delivered to Operator within forty-eight (48) houn; (exclusive of Saturday,
       Sunday and legal holidays) after delivery or notice of the proposed plugging shall take over the well as of the end of such
       forty·cight (48) hour notice period and conduct further operations in search of Oil end/or Gas wqject to the provisions of
       Article Vl.B.; milure of such party to provide proof rusooably satisfilctory to Operator of its financial capability to conduct
 10    such openrtions or to take over the wcU within such period or thereafter to conduct operatlons on such wc::U or plug and
 ll    abandon such well shall cntiUe Operator to retain or take possession of the well and plug and abandon the well. The party
 12    lakiJI&   over the well shall indemnify Operator (if Operator is an abandoning party} and the oilier abandoning parties against
 13      liahiHly for any further o~tions conducted on such well except for the costs of plugging and abandoning the well and
 14     restoriog the surfilcc, for which \he abandoniog parties shall rnmin proportiona\cly liable.
  lS           2. Apmdonment of Well.; That Have Produced: Except for any well in which a Non~Comcnt operation has been
 16     conducted hereunder for which lhc Consenting Parties have nol been fully rcimbumed as herein provided. any well which has
  17    been completed as a produCCT shall not be plugged and abandoned without the consent of all parties. If all parties consent to
 18     such abandomnent, the well shall be plugged and abandoned in accordance with applicable regulations and at the cost, risl;
 19     and expense of all the parties hereto. Failure of a party to reply within •ixty (60) days of delivery of notice of proposed
 20     abandonment shall be deemed an election to consent to the proposal. If, within sixty (60) days after delivery of notice of the
 21     proposed abandorunent of any well, all parties do not agree to the abandomncnt of such well, those wishing to continue its
 22     operation fi"om the Zone then open to production :shall be obligated to take over the well as of the expiration of the
 23     applicable notice period and shall indemnify Operator (if Operator is an abandoning party) and the other abandoning parties
 24     against liability for any iUrthcr operations on the well conducted by such parties. failure of such party or parties to provide
 25     proof roasonably satisfactory to Operator of their financial capability lo conduct such operations or to take over the well
26      within the required period oc thereafter to conduct operations on s1!ch well shall entitle operator to retain or take possession
 27     of such well and plug and abandon the well.
 28                 Parties taking 011er a well as provided herein shall tender to each of the other parties its proportionate share of the value of
29      the wcU's salvablc material and c.qulpmcnt, determined in accordance with the provisions of Exhibit "C," less the estimated cost
 30     of salvaging and the estimated cost of plugging and abandoning and restoring the surface; provided. however, that in the event
 31     the estimated plugging and abandoning and surface restoration oost< and the cstimalod cost of salvaging are higher than the
 32     val"" of the well's solvable material and equipment, each of the abandoning parties shall tender to the parties continuing
 33     operations their proportionate shar~ or the estimated excess cost. Each abandoning party shall assign to the non-abandoning
 34     parties, without warranty, express or implied, as to title or as to quantity, or irtncss for u.~ of the equipment and matetial. all
35      of its interest in the wcllbore of the well and related equipment, together with its interest in the Leasehold insofur and only
 36     insofar as such Loasehold covers the right to obtain production fi'om that wellbore in the Zone then open to production. If the
37      interest of the abandoning party is or includes and Oil and Gas Interest, such party shall execute and deliver to 1he non·
38      abandoning party or parties an oil and gas lease, limited to the wc11boru and the Zone then open to production, for a lcmt of
39      one (I} year and so long thereafter as Oil and/or Gas is produced from the Zone covered thereby, suclt tease to be on the fonn
40     attached as Exb.ibit "B." The assignmcnls er leases so limited shaU encompass the Otilling Unit upon which the well is located.
41     The payments by J and the assignments or leases to. the assignees shall be in a ratio based upon the relationship of their
42     respective percentage of participation in the Contract Arc.a to the aggregate of the percentages or participation in the Contract
43      Area of all assignees. There shall be no rca4Justmcnt of interests in the remaining portions of the Contra.ct Arca.
44                  Thereafter, abandoning parties shall have no further responsibility, liability, or interest in the operation of or production
45     from the well in the Zone then open other than the royalties retained in any lease made under the terms of thi• Article. Upon
46     request, Operator shall continue to opcraie the assigned well for the account of the non·abandonidg parties at the rates and
47     charges contemp]ated by this agreementJ plus any additional cost and charges which may arise as the rtsult of the separate
4S     ownership of the assigned well. Upon propo.'lcd abandonment of the producing Zone &8'igncd or leased, the assignor or lessor
49     shall then have the option lo rcpurchaSe its prior interest in the well (using the same valuation formula) and participate in
 50    Ruther operations therein subject to lhe provisions hereof.
51                  3. Abandonment of Nnn..Crmst;nt Oooratioru;.: The provisiom of Miele Vl.E.I. vr Vt.E.2, above shall be applicable as
S2     bctWCCJJ Consenting Parties in the event of the proposed abandonment of any well excepted from said Articles; providcd1
53     however, no well shall be permanenUy plugged an<I abandoned unless and until all parties having lhe right to conduct further
54     operations therein have been notified o( the proposed abandonment and afforded the opportunity to elect to take over the well
SS     in accordance with the provisions of this Article Vl.E.; and provided further, that Non.Consenting Parties who own au intere~t
56     in a portion of the well shall pay their proportionate shares of abandonment and surface restoration cost for such wen ~
57     provided in Article Yl.B.2.(b).
5S     F. Termination of Oporatlono:
59                  Upon the commencement of an operation for lhe drilling, Reworking, Sidetracking, Plugging Back~ Deepening, testing,
60     Completion or plugging of a well, including b•t not limited to the Initial Wei~ such operation shall not be tenninated without
61     consent of parties bearing 50.0% of the costs of such operation; provided, however, that in the event granite or other
62     practically impcnenble substance or condition in the: hole is encountered which renders further operations impractical,
63     Operator may discontinue operations and give notice of such condition in the manner provided in Article Vl.B.1, and the
64     provisions of Article Vl.B. or Vl.E. shall thereafter apply to such operation, as appropriate.
65     G. Taking Production In J<lnd:
66           0 Oetlon No. 1: Gas Balancing Agreement Attached
67                  Each party shall take in kind or separately dispose of its proportionate share of all Oil and Gas pcoduocd !i'om the
68               Contract Area, exclusive of production which may be used in development and producing operations and in preparing and
69               treating Oil and Gas Cm- marketing purposes and production WUlVOidably lost. Any extra expenditure inCWTed in the taking
70               in kind or separate disposition by any party of its proportionate share of the production •hall be borne by such party. Any
71               party taking its share of production in kind shall be required to pay for oniy its proportionate share of such part of
72               Opcralo~s surliice tacilili<:$ which it uses.
73                  Each party shall execute such division orders and contracts as may be necessary for the sale of its interest in
74               production from the Contract Area, and, except as provided in Article Vli.B., shall be entitled to receive payment
                                                                        -10-




                                                                                                                                                       SEC 188348
     A.A.P.L. FORM 610- MODEL FORM OPERATING AGREEMENT - 1989
 I            directly from the purchaser thereof for its share of all production
 2               lf any party fails to make the ammgemcnts ncccs.c;acy to take in kind or scparatc\y di~e of its proportionate
 3            share of the Oil produced from the Contract Arca. Operator shall have the right, subject to the revocution at will by
 4            the party owning it, but not the obliga.tion, lo purchase such Oil or sell it to others at any time and from time to
 S            time. for the account of the non-taking party.               Any such purchase or sale by Operator may be terminated by
 6            Operator upon at least ten (10) days wriUcn notice to the owner of said production and shal1 be subject always to
 7            the right of the owner of the production upon at least ten (JO) days written notice to Operator \o exercise at any
 g            time ilc; right to take in kind. or separately dispose of. jts share of a11 Oil not previously delivered to a purchaser.
 9            Any purcha"' or sale by Operator of any other party's share of Oil shall be only for such reasonable periods of time
10            as are consistent with the minimum needs of the industry under the particular circumstance5, but in no event for a
II            period in excess of one (I ) year.
12               Any such sale by Operator shall be in a manner commcrciaUy reasonable under the circumstances but Operator
13            shaJI have no duty to share any existing market or to obtain a price equal to Chat received under any existing
14            market. The sale       °'delivery by Operator of a non-taking party's share of Oil under the tmns of any existing
JS            contract of Opera.tor shall not give the non-taking party any interest in or make the non--taking party a party to said
16           contract. No purchase shall be made by Operator without first giving the non-taking party at least ten (10) days
17           written notice of such intended purchase and the price to be paid or the pricing basis to be used.
18              All parties shall give timely written notic-c to Operator of their Gas marketing arrangements for the following
19           month, excluding price, and shall notify Operator immodiatcly in the event of a change in such arrangements.
20           Operator shall maintain records of all marketing arrangements, and of volumes actually sold or transported, which
21           records shall be made available to Non-Operators upon reasonable request.
22              In the event one or more parties' separate disposition of its share of the Gas causes split-stream deliveries to separate
23           pipelines and/or deliveries which on a day-to-day basis for any reason arc not exactly equal to a party's respective proportion-
24           ate share of total Gas sales to be allocated to it, lhe balancing or accounting between the parties shall be in accordance with
25         all)' Gas balancing a~mcnt between the parties hereto, wbethcl' such an agreement is attached as Exhibit "E' or is a
26         separate agreement Operator shall give notice to all parties of the first sales of Gas from any well under this agreement.
27       B Optiaa Ne :It Ne eas Rala•eieg: '&FHRH!Rh
28             Eaeh ~ ahell telee Ht hieEI eF separetel) Elis151BBe ef its preJleRieeMe 11here ef all 9il eed bes preEIYeed JfBfR
29         the Ceft\refi "re&; enelusi"e         er pradtletiea Bieh ftl8) 'be wseEl ii de ele,meet BBB pre9ttei11g BfleAttiem ea Ht
30         peeperiag &Ad treeCing Oil BAEl Qas fer maFIE~isg JHll"flases aoB ptedY:at:ieA ena eideel) test                      •H:r eiURl e~enditures
31         ineWTeel ill l1"1e takiftg ift IEinrf 81 .iepsnMe Elispesiliett h) ttH) peil4) ef H!i Pf8f1&;tie1tale shMe ef the pFSdtt:ef:ieR shall
32         lse hePtte b) slieh ~-             An, f!Bft) tehiflg its sheH ef pFedttetle t • l ii d shall be fefjlf:Hred ts t'&> Hi1 enl) its
33         pHJlleA:ie&&Ce share afsueh flaA efQl"e1alel"'s a•nfaee Meili~iea 11 hieh i$ ~ea.
34             &eh p8f'tl; shall eKeett&e uah di isieR erdeu aHd eenYae~ as ma) \le Heeessar, iaf the sale ef i&i ln~ereeCi ie
35         preENetiea Rem die CefltAlet \•ea, &ftd, et~eept es J!lf8 iiied i1 +Aisle YIJ.B., shall be eMideel ta feeei e pe)1t1eRt
36         di1<eet.ey i'emthe purehll9ertheneflar tis share efall 131esY:sl:iee.
37             If a~ ~ fails 1e meabe ll1e 8ff8f18Mteeis Aeeesse" te tel e i11 hHKI SF ee,vtn!tel) &iepeee ef ils 131epeRienate
38         share ef *8e Qil en&/et Gas pFed11:1mJ. HeM lfle Ce11lfee'- \ree, Gpetater &Ball hlli e tke Fight, suhjeet le the
39         re eeet:ieA at ill 9) tfle pBl't.3 a niftg it, tnll t1el lhe ehligatien; le JMlfElhse e11eh Qil Bt1:fl!er Gas er sell It le et.heps
40         at a&) lime and hm tift'le te llMe, HJr the aeeew111 af t:he nee tel1iftg 1311ffl. AR) gyeh ~nhaee er sale hy QpSN&er
41         JAB) Be tef'ffti11ated e, QrieF&ter ttpen al least tee: (10) Se) 8 'fii4BB ftl!l~ee te tfte e Ref ef 88id preBwetieR aed shall
42         Oe w&jeet al 183s te ~e right ef the e Ref ef the JWaSwetieH t1peH al least ten (1Q3 da)e "FiUeft uetiee te Opereter
43         te 81iSl'Si-se its Fight le htlce ill kiad, er S8J381'Hhl) EIHl-,,ese er. Hs share er all Gil aed'er- Gas Rel pre ieusl) deli ereS
44         ts a tHtrehes 1, p e i&e&; kelil e af, t~at tlte eft'eMi e dah ef ~ Mlel<i H"Se&tietl n.., ee ilefe:ued &t: O'f'efat«'s
45         eleeti:ee far e perieB eel te e'fieeed RiRe4) (9Q) rfa) 9 if OpeRlter "86 ee11n:hitted s11eh pretNeffen te a ptH"ekese
46         eentRiet ha ing a iieFn e11:lee.ding ~ ead seeh tee ( 10) daj perie&: 0 ti) pttPehase Ar ~ale B) QpemteF efen~ ether
47         pafl.} 's sktie Hf Qil amUer '611& shall he en}) feF titteh JSQ!'ienel:!le perieeis ef time as au eensistent                        itA lite
48         1 ifli1'1Wftl 11eeli!i ef \lie Hub•*°} 11"det' W!e 1affiealat eiretlffi9t&11ees. fill ill 1 e e11 efll far a f'8l'ied iA e11eess ef eee (1)
49           ~
so                 All) Neh '61.e b) OpeteleF shall ee ie a meu11e1 eee1JfteFeiell) reMeHahle Y:F1de1 lhe eiretHMtanees, But QpeRttBf'

Sf            shall he e rte dHt) 6e shafe 8ft) e1tisling meftliet er tmnspeftatiee IHfBftgeFRemt eF te ebtaia a ,,Ree eP &ntilSpeftetiee
52            fee 9E11Htl te &hat f~ei ed llRS.e UH!I erci1Uil\g Rtflfhel Bf 'ft'eRapeftftt:i:ee Sff'Brtgemeat.  The sa:le tff deli !!If) e~
SJ            GfieFiHeF er a ft8ft t.alii&g pitr') 's 9hare ef predwelien YllldeF the teRnS er BR' er£isliag eenftllet ef OpeFeteF shall RBt
54            gi e the ReH tshing ~fl) aft) iRterest iR eF 111elr:e the Heft telEittg ~ 11 paft) te said eeRtfeet. >le pltFeM58 ef Oi1
SS            i1tul: Gas at ii ee sale ef Gas siialJ Be made h) OpeNter itfteut first gi iag lite ne11 talr:ieg pe:R) 'lent 8e)s rilten
56            natiee ef well Bended puFlilhRf:le er eele aml die l'fiee le be paid eF UJ:e J!rieing hasis te 'be used. OpeFater shall give
S7            netiee te all parties eflhe Mi sale efees &em &It) .en •Ber this A8fee111em.
58                 °11 p&f'ties shall gi e km.el) nfittefl eetiee te Operater ef dteir G1111 marltetiHg Elfl9egemeftts faf tfte t:el1e ieg
S9            m011tft, 01le1wiling priee, ed shell aeMf:r Qperater imme&iately iR Uui e •ent sf e ehaRge in !illeh 8ff6H@:e1Henls,
60            0J)ereteP sMll R'HtiMain. reeerch ef ell madeeting afftftge111ea&ti, and ef 'eltuMs aehi&tl) sel& er tfafispefted, hieH
61            reeer&s shall lie M&Se a ailahle tfl )le; 013emters YJ'BH Fefl:senahle F~tle&t
62                                                                    ARTICLE VII,
63                                                 EXPENPITURES AND LIABILITY OF PARTIES
64   A. Liability of Parties:
6S       The liability of the parties shall be several, not joint or collective. Each party :shall be responsible only for its obligations,
66   and shall be liable only for its proportionate share of the costs of developing and operating the Contract Arca Accordingly, the
67   liens granted among the parties in Article Vll.B. are given to &CWre only the deb'ts of each severally. and no party shall have
68   any liabiJity to third parties hereunder to satisfy the default of any other party in the payment of any expense or obligation
69   hereunder. lt is not the intention of the parties to create, nor shall this agreement be construed as creating. a mining or other
70   partnership, joint venture, agency relationship or association, or to render the parties Hable as partners, co-venturers, or
7\   principals. ln tbcir relations with each other under this agreement, the parties shal1 not be considered fiduciaries or to have
72   established a confidential relationship but rather shall be free? tci act OU an ann's·lcngth basis in accordance with their own
73   respective self-interest, subject, however, to the obligation of the parties tc act in good faith in their deaJings with each otha
74   with respect to activities hereunder.

                                                                        • 11 -




                                                                                                                                                          SEC 188349
       A.A.P.L. FORM 610-MODELFORM OPERATING AGREEMENT-1989

  I    8. Llens and Security lnter..ts:
 2          Each party granls to the other parties hereto a lien upon any interest it now owns or hereafter acquires in Oil and Gas
 3     Leases and Oil and Gas lnterests in the Contract. Area. and a. security interest aTidlor purchase money sccurily interest in any
 4     interest it now owns or here.after acquires in the · personal property and fixtures en or used or obtained for· use in connection
 S     therewith. to secure performance of all of im obligations under this agreement including but not limited to payment of expense,
  6    interest ond fees, the pr0pcr disbursement of all monies p1id hereonder, the assignment or relinquishment of interest in Oil
       and Gas Leases as required hereunder, and the proper performance of operations hereunder. Such lien and security interest
       granted by each party hereto shall include such party's leasehold interests, working interests, operating rights, and royalty and
       overriding royalty interests in the Contract Arca now owned or hereafter acquired and in land.~ pooled or unitized therewith or
10   otherwise becoming subject. to this agreement, the Oil and Gas when cx.tractcd therefrom and equipment situated thereon or
Il   used or obtained for use in connection thcn:with (iftl;:luding, withcmt limitation, all wells, tools, and tubular goods), and accounts
12   (including, without limitation, accounts ari.~ing from gas imbalances or from the sale of Oil and/or Gas at the wellhead),
 13  contract rights, inventOQ and general intangibles relating thci"eto or arising thcrcftom, and all proceeds and product"' or lhe:
 14  foregoing.
 IS       To perfect the lien and security agreement provided herein, each party hereto shall execute and acknowledge the recording
 16  supplement and/or any financing slatcmcnt prepared and submittcc! by any party hereto in ccajunction herewith or at any lime
 17  following execution hereof. and Operator is authorized to file this agreement or tbe recording supplement cx.ecuted herewith as
 18  a lien or mortgage in the applicable real estate record.... and as a financing statement with the proper officer under the Uniform
 19  Commercial Code in the state in which the Contract Arca is situated and such other states as Operator shall deem appropriate
 20  to perfect the security interest granted hereunder. Any pol1y may me this agreement, the recording supplement executed
 21  herewith. or such other document.~ as it deems necessary as a lien or mortgage in the applicable real e.~tate record.~ and/or a
 22  financing Slatement with the proper officer under the Uniform Commercial Code.
 23       Each party represents and warrants to the other parties hereto that the lien and security interest granted by such party to
 24  the other parties shall be a first and prior lien, and each party hereby agree.• to maintain the priority of said lien and security
 25  interest against all persons acquiring an interest in Oil and Gas Leases and Interests covered by this agreement by, through or
 26  under such party. All parties acquiring an interest in Oil and Gas Leases and Oi1 and Oas Interests covered by this B8feement,
 27  whathcr by assignment, merger, mortgage, operation of \aw, or otherwise, shall be deemed to have taken subject
28   to the lien and security interest granted by this Article Vll.B. aq to all obligations attributable to such interest hereunder
29   whether or not such obligations arise before or after such interest is acquired.
 30       To the extent that parties have a security interest under the Uniform Commercial Code of the state in which the
31   Contract Area is situated, they shall b< entitled to cxaci.se the rights and remedies or a scoured party under the Code.
 32  The bringing of a suit and the obtaining of judgment by a party for the secured indebtedness shall not be deemed an
33   election of remedies or otherwise affect the lien rights or security interest as security for the payment thereof.                     In
 34  addition. upon default by any party in the payment of it."i share of expenses, interests or fees. or upon the improper use
 35  of funds by the Operator, the other parties shall have the right, without prejudice to other rights or remedi.., to collect
 36  from the purchaser the proceeds from the sale of such defaulting part)' 1s share of Oil and Gas until the amount owed by
37  such party, plus interest as provided in "Exhibit C,' has been reoeived, and shall have the right to offset the amount
3S  owed against the proceeds from the sale of such defauhing party's share of Oil and Gas.                     All purchasers of production
39   may rely on a notification of default from the non-defaulting party or parties stating the amoWlt due ~ a result of the
40  default, and all parties waive any recourse available again& purchasers for releasing prod\lction proceeds as provided in
41   this paillgl'aph.
42        (f HH) ~ f&iftt 'e Pft) ifs ehe:re Bf eest 'WitftiR ene kunfked WI eR~) (l~Q) Ele.)8 afte< NttEl:it:ieFI ef a 9Mte1 1e1d thePefer ey
43  OpeF&ter, dte nee tieftutlHng parties, i11ehuliRg Gpmlt:er 1 ~1 Hf'Bft Fe<fl'lest It) GlpenHBJ. I'&) fhe YRpEtid 111aeunt in the
44  p1eperiten: tkid the i"terest ef eae~ 9tteh J'Bl't:) hears te the interesl ef all sYeh p&Plies. The ameuld: psilil h) eeell peFt) se
45  ~ iHg its 6~ Sf 1fte \:lftplitl EllBelUH shell i3e HSYfuti 9) 1fte li8R8 BIHi S88Hfil.s; Fights desetfl fl if \,."'tiele "ll.8,, &Rd e&eh
46   pa) ing pttft) RHI) indepeMlentb pursue Em)' Hmeti:) r.aiJehJe hwewtder er etheA\ iee.
47        If any party docs not perform all of its obligations hereunder, and the-failure to perform subjects such party to foreclosure
48  or execulion proceedings pursuant to the provisions of thi."i agreement.. lo the ex.tcmt allowed by governing law. the defaulting
49   party waives any available right of redemption from and after the date of judgmen~ any required valuation or appiaisemcnt
SO  of the mortgaged or secured property prior to sale, any available right to stay execution or to require a marshaling of assets
SI  and any required bond in the evettt a receiver is appointed. In addition. to the extent permitted l>y applicable law, each po11y
52 ·hereby grants to the other parties a power of sale as to any property that is subject to the lien and security rights granted
S3  hereunder, such power to be excn:iscd in the manner provi4od by applicable Jaw or Clhcrwise in a cDmmcrcially reasonable
54  manner and upon reasonable notice.
55        Each party agecs that the other parties shall be entitled to utilize the provisions of Oil and Gas lien law or other lien
56   law of any state in which the Contract Area is situated to enforce the obligations of each party hereunder. Without limiting
S1  the generality of the foregoing, to the ex.tent permitted by applicable law, Non-Operators agree that Opr:rator may invoke or
S8  utilize the mechanics' or matcrialmen1s lien law of the state in which the: Contract Arr:a is situated in order to secure the
59  payment to Operator of any sum due hereunder for services performed or materials supplied by Operator.
60  c. Advanc.,:
61        Operator, at its election, shall have the right from time to time to d"mand and receive &om one or more of the other
62  parties payment in advance of their respective shares of the estimated amount of the expense to be incurred in operation!!
63  heroundcr during the next succeeding month, which right may be exen;iscd only by submission to each sueh party of an
64  itemized stat£ment of such estimated ex.pense, together with an \nvolce for its share thereof. Eac;h such statement and invoice
65  for the payment in advance of ostimated expense shall be submitted on or before the 20th day of the next preceding month.
66  Each party shall pay to Operaror its proportionate share of such estimate within 6fu:cn (IS) da)I' al\cr such estimate and
67  invoice is received. ff any party fails to pay its share Of said estimate wjthin said time, the amount due shall bear interest as
68  provided in Exhibit 11C 11 until paid. Proper adju!i.tment shall be made monthly between advances and actual expense to the end
69  that each party shall bear and pay its p1opor1ionatc share of actual expenses incurred, and no more.
70  Jl. JlefaulH and Remedies:
7l       If any party falls to discharge any financial obligation under this agreement. including wilhoul limitation the failure to
72  make any adwnce under the preceding Article Vll.C. or any other provision of this agreement, within the period required foe
73  such payment hereunder, lhcn in addition to the remedies provided in Article VJI.B. or elsewhere in this agreement. the
74  remedies specified below shall be applicable. For purpose.< of this Article Vll.D., all notices and elections shall be dclivcn:d

                                                                    - 12-




                                                                                                                                                 SEC 188350
      A.A.P.L. FORM 6l0. MODEL FORM OPERATING AGREEMENT· 1989

      onJy by Operator. except that Operator shall deliver any such notice and election requested by a oon-defil.ulting Non-Operator,
      and wheri Operator is the party i..n default, the applicable notices and elections can be delivered by any Non-Opcrotor.
      Election of any one or more of the fullowing remedies shall not preclude the subsequent use of any other remedy specified
 4    below or otherwise available to a non-defaulting party.
 S         I. Suspension of Rights· Any party may deliver to the party in default a Notice of Dcraul~ which shall specify the defuul~
 6    specify the action to be taken to cure the default, and specify that failure to take such action will result in the exercise of one
      or more of the remedies provided in this Article. lf the default is not cured withil1 thirty (30) days of the delivery of such
      Nolioc of Defaul~ all of the rights of the dofuulting party granted by this agreement may upon notice be suspended until the
      default is cured, without prtjudicc to the right of the non-defaulting party or parties to continue to enforce the obJigations of
JO    the defauhing party previously accrued or thereafter accruing under this agreement If Operator is the party in default, the
11    Non-Operators shall hove in addition the: right, by vote of Non-Operators owning a majority in interest in the Contract Arca
12    after excluding the voting interest of Operator, to appoint a new Opera.tor effective immediately. The rights of a defaulting
13    party that may be suspended hereunder at tho election of the ncn-<lefuubing parties shall include, without limitation, the right
t4    to receive infonnation as- to an:Y operation conducted hereunder dwing the period of such default, the right to elect to
JS    participate in an operation proJXlsed under Article VI.B. of this agreement, the right to participate in an operation being
 16   conducted under this agreement even if the party has previously elected to participate in such oper.1.tion, and the right to
17    receive proceeds ofp-oduction from any well subject to this agreement.
 18       2. Suit for Damages: Non-defaulting parties or Operator for the benefit of non-defaulting parties may sue (at joint
19    account expense) to collect tho amounm in defilult, plus interest accruing on the aimunts rcco-vcrcd. from the date of default
20    until the date of collection at the rate specified in Exhibit "C" attached hereto.         Nothing herein shall prevent any party from
21    suing any defaulting party to collect consequential damages accruing to such party as a result of the demulL
22        3,   Dccmcd Non.Consent: The non-dcfuulting party may deliver a written Notice of Non..Consmt Election to the
23    defaulting party .at any time after the expiration of the tbirt)'-da)' cure period following delivery of thei Notice of Default, in
24    which event if the billing is for the drilling a new well or the Plugging Back, Sidetracking, Reworking or Dccpcning of a
25    well which is to be or has been plugged as a dry hole, or for the Completion or Rccomplction of any weli, the defuulting
26    party will    be conclusively dccmod to have elected not to participate in the operation and to be a Non-Consenting Party with
27    re.c;pcct thcrc:tD under . Article Vl.B. or V1.C., as the case may re, to the extent of the costs unpaid by such party,
28    notwithstanding any election to participate theretofore made. If election is made to proceed under this provision, then the
29    non-defaulting parties may not elect to sue for the unpaid amount pursuant to Article VII.D,2.
30          Until the delivecy of such Notice of Non-Consent Election to the defaulting party, such party shall have the right to cure
31    its default by paying il'i unpaid share of costs plus interest at lhe rate set forth in Exhibit "C," provided, however, such
32    payment shall not prejudice the rights of the non-.defil.ultiag parties to pursue remedies for damages incurred by the non-
33    defaulting parties as a result of the default Any interest relinquished pursuant to this Article Vll,0,3, shall be offered to the
34    non-<ic&u.ltin,g parties in proportion to their jpteresls. and the non-defaulting parties electing to participate in the ownership
35    of such inier...t shall be required to contribute their shares of the defaulted amount upon their election to participate therein.
36          4, Advance Pavment: If • default is not cured within thirty (30) days of the delivery of a Notice of Dcfuult, Oporator, or
37    Non-Operators if Operator is the defaulting party, may thereafter require advance payment &om the dctaulting
38    party of such dellwlting party's anticipated >hare of any item of expense for which Operator, or Non-Operators. as the ca>e may
39    be, would be entitled to reimbursement under any provision of this agreement, whether or not such expense was the subject of
40    the previous defaull Such right includes, but is not limited tot the right to require advance payment for the estimated costs of
41    drilling a well or Completion of a well as to which an election to participate in drilling or Completion has been made. If the
42    defaulting party &ils to pay the required advance payment, lhe non-defaulting parties may putsue any of the remedies provided
43    in the Article VU.D. or any other default remedy provided elsewhere in this agreement Any excess of fu11ds advanced remaining
44    when the operation is completed and all costs have been paid shall be promptly returned to tho advancing party,
45          S. Costs and Attorneys' Fees: In the event any party is required to bring legal proceedings to enfoo:e any .financial
46    obligation of a party hereunder, the prevailing party in such action shall be entitled to recover all court costs. costs of
47    collection. and a rC11SOnahJc attorney's fee, which the lien provided for herein shall also secure.
48    E. Rentala, Shut-Ill Well Payments and Minimum RoyslHe&:
49         Rentals, shut-in well payments and minimum royalties which may be required under the terms of any lwse shall be pai<l
SO    by the part)' or parties who subjected such lease to this agreement at its or their expense. In the event two or more parties
Sf    own and have contributed interests in the same lease to this agreement, such parties may designate one of .such parties to
52    make said payments for and on behalf of all such parties, Any party may request, and shall be entitled to receive. proper
S3    evidence of all such payments.           In the event of failure to make proper psymcnt of any rental, shut-in well payment or
S4    minimum royalty through mi.i.-takc or oversight where such payment is required to continue the lease in force, any loss which
SS    results from such non-payment sball be borne in accordance with the provisions of Article !V.B.2,
56         Operator shall notify Non-Operators of the anticipated completion of a shut.. in well, or the shutting in or return to
57    production of a producing well, at least five (5) days (excluding Saturday, Sunday, and legal holidays) prior to taking such
S8    action, or at the earliest opportunity pennitted by circumstances, but assumes no liability for failure to do so. In the event of
59    failure by Opemtnr to so notify Non-Operators, the loss of any lease contributed hereto by Non-Operators for fuilure to make
60    timely payments of any shut·in well payment shall be borne jointly by the parties hereto under the provisions of Article
61    !V.B.3.
62    F. Tues:
63        Beginning with the first calendar year after the effective date hereof. Operator shall rende< for ad valorem taxation all
64    property su~ect to this agreement which by law should be rendered for such taxes, and ii shall pay all such taxes assessed
65    thereon before they become delinquent Prior to the rendition date, each Non-Operator shall furnish Operator information as
66    to burdens (to inetude, but not be limited to. royalties, overriding royalties and production payments) on Leases and Oil and
67    Gas Interests contributed by such Non-Operator. If the assessed valuation of any Lease is reduced by reason of its being
68    subject to out.slanding excess royalties, ovt..-niding royalties or production payments, the reduction in ad valorem ta.xes
69    resulting thcre&om shall inure to the benefit of the owner or owners of s!JCh Lease. and Operator shall adjust the charge to
70    such owner or owners so as to reflect the OOnefit of such reduction. If the ad valorem taxes arc based in whole or in part
71    upon separate valuations of each party's working interest. then notwithstnndiilg anything to the contrary herein, charges to
72    the joint account shall be made and paid by the parties hereto in accordance with the tax value generalcd by. each party's
73    working interest.     Operator shall bill the other parties for their proportionate shares of an tax payments io the ma.M-er
74    provided in Exhibit "'C."

                                                                      - 13.




                                                                                                                                               SEC 188351
     AA.P.L. FORM 6l0 -MODEL FORM OPERATING AGREEMENT - 1989

         If Operator considers any taX assaisrnent improper, Operator may. at Its discretion, protest within the time and maMcr
     prescribed by law. and prosecute the protest to a final determination. Wl.less all parties agree to abandon the protest prior to final
 3   determination. During the pcndency of administrative or judicial procoodings, Operator may elect to pay. under prote.~. all such taxes
 4   and any interest and penalty. When any such protested assessment shall hove been fmally determined, Operalor shall pay the tax for
     the joint account. together with any interest and penalty accrued, and the total cost shall then be assessed against the parties, and be
     paid by them, as provided in Exhibit "C."
          Each party shall pay or cause to be paid all production, severance, excise, gathering and other taxes imposed upon or with respect
     to tho production or handling of such party's share of Oil and Gas produced under the terms of this agreement.
 9                                                                  ARTICLE vm.
10                                     ACQUISITION,MAJNTENANCE OR TRANSFER OF INTEREST
II   A. Surrender efLeues:
12      The Lciscs oovcrod by this agreement, insofiir as they embrace acreage in the Contract Arca, shall not be su1TODdered in whole
13   or in part 1Ulicss all parties consent thereto.
14        However, should any party desire to sun-ender its .interest in any Lease or in any portion thereof, such party shall give written
IS   notice of the prqioscd surrender to all parties, and the parties to whom such notice is delivered shall have thirty (30) days after
16   delivery of the aotice within which to notify the party proposing the surrender whether they elect to consent thereto.          Failure of a
17   party to whom such notice is deHvered to reply within said 30..day period shall constitute a cnn.ci;cm to the surrender of the Leases
18   described in the notice.   tf all parties do not agree or consent thereto, the party desiring to surrender shall assign. without express or
19   implied wammty of title, all of its interest in such Lease, or portion thereof. and any well, matcdal and equipment which may be
20   located thereon and any rights in production thereafter secured, lo the parties not consenting to such surrender. ff the interest of the
21   ac;signing JErlY is or includes an Oil and Gas Interest, the assigning party shall execute and deliver to the party or parties not
22   consenting to such surrender an oil and gas lease covering such Oil and Gas lntcrcst for a term of one (I} year and so long
23   thereafter us Oil andfor Gas is produced &om the land covaed thereby, such lease to be DR the form attached hereto as Exhibit "B. 11
24   Upon such assigmnent or lease, the assigning party shall be relieved from all obligations thereafter accruing. but not thcrctofo~
2S   accrued, with mpcct to the interest assigned or leased and the operation of any well attribulllblc thereto, and the assigning party
26   shall have no filrtbcr interest in the assignod or leased premises and its equipment and production other than the royalties retained
27   in any lease made under the terms of this Article.           The pany assignee or lessee shall pay to the party assignor or lessor the
28   reasonable salvage value of the Jatte:r's interest in any wct1 1s salvablc materials and equipment attributable to the assigned or leased
29   acreage. Tbc va1oe of all salvablc materials and equipment shall be determined in accordance with the provisions of Exhibit "C?11 less
30   the estimated cost of salvaging and the estimated cost of plugging and abandoning and restoring the surface. If such value is less
31   than such co>ls, then the party assignor or lessor shall pay to the party assignee or lessee tho amount of such deficit. If the
32   assignment or lease is in favor of more than one party. the interest shall be shared by such parties in the proportions that the
33   interest of each bears to the total interest of aU such parties.. {f the interest of the parties to whom the assignment is to be made
34   varies according to depth, then the interest assigned shall similarly reflect such variances.
3S       Any assignment, lease or surreodcr made under this provision shall not reduce or change the assignor's, lessor's or sutTCDdcring
36   party1s interest as it was immediately before the    as.~igmnent,   lease or surrender in the balance of I.he Contract Area; and the acreage
37   as.•igned, leased <rr surrendered, and subsequent operations thcroon, shall not thereafter be subject to the terms and provisions of this
38   agreement but shall be deemed subject to an Operating Agreement in the fonn of this agrecmenl
39   B. Renewal or Estcas!on of Leases:
40       If any party socures a renewal or replacement of an Oil and Gas Lease or Interest su~ject to this agreement, then all other parties
41   shall be notified promptly upon such acquisition or, in the case of a replacement Lease taken before expiration of an existing Lease,
42   promptly upon ~ion of the existing Lease. The parties notified shall have the right for a period of thirty (30) days following
43   delivery of such notice in which to elect to participate in the ownership of the renewal or replacement Lcusc., insofar as such Lease
44   affects lands within the Contract Arca, by paying to the party who acquired it their proportinnatc shares of the acquisition cost
4S   allocated to that part of such Lease within the Contract Area, which sball be in proportion to the interest held at that time by the
46   parties in cbc Contract Arca.     Each party who participates in the purchase of a renewal or replacement Lease shall be given an
47   ussignment of its proportionate interest therein by the acquiring party.
48       If some, but loss than all, of the parties elect to participate in the purohase of a renewal or replacement Lease, it shall be owned
49   by the parties wlm elect to participate therein, in a ratio based upon the relationship of their respective percentage of participation in
SO   the Coniract Area to the aggregate of the percentages of participation in the Contract Area of all parties participating in the
51   purchase of su.ch n:newal or replacement Lease. The acquisition of a renewal or repJacemcnt Lease by any or all of the parties hereto
52   shall not cause a readjustment of the interests of the parties stated in Exhibit "'A, 11 but any renewal or replacement Lease in which
53   loss than an parties elect to participate shall not be subject to this agreement but shaU be deemed subject to a separate Operating
S4   Agreement in the lilrm of this agreancnt.
SS       Jf 1he imcrests of 1he parties in the Contract Area vary according to depth, then their right to participate proportionately in
36   renewal or replaocmc:nt Leases and their right to receive an assignment of interest shaJI also reflect such depth variances.
57       The provisions of this Article shall apply lo renewal or replacement Leases whether they are for the en.tire interest covered by
58   the expiring Lease or cover only a portion of its area or an interest therein.          Any renewal or replacement Lease taken before     thC
59   expiration of its predecessor Lease, or taken or contracted for or becoming effective wlthin six (6) months after the expiration of the
60   existing Lease, shall be subject to this provision so long
                                                              &."; this agreement js in effect at the time of such acquisition or at the time

61   the renewal or   ~cnt         Lease becomes effective; but any Lease taken or contracted for more than six (6) months after the
62   expiration of an edsli.ng Lease shall not be deemed a renewal or replacemenc Lease and shall not be su~cct to the provisions of this
63   agreement
64       The provisions in this Article shall also be applicable to extensions of Oil and Gas Leases.
6S   C. Acreage•rCashContrlbutions:
66       While this agreement is in force, if any party contracts for a contribution of cash towards the drilling of a well or any other
67   operation on the Contract Arca, such contribution shall be paid lo the party who conducted the drilling or other operation and shall
68   be applied by it against the: cost of such drilling or other operation. If the contribution be in the fonn of acreage, the party to whom
69   the contribution is made shall promptly tender an assignment of the acreage, without warranty of title, 10 the Drilling Parties in the
70   proportions said Drilling Parties shared the cost of drilling the well. Such acreage shall become a separate Contract Area and, to the
71   extent possible, be governed by provisions identical to this agreement.          Each party shall prompUy notify all other partic.o; of any
72   acreage or cash oontributions it may obtain in support of any well or any other operation on the Contract Arca.                  The above
73   provisions shall also be applicable to optional rights to cant aaeagc outoi;ide the Contract Area which are in support of well drilled
74   inside Contract AR:a. C'.ontributions under the paragraph do not include proceeds from the actual sale of working interest in a well or lease

                                                                         • 14-




                                                                                                                                                     SEC 188352
     A.A.P.L. FORM 6fu -MODEL FORM OPERATING AGREEMENT-1989
     hereunder.
         IC any party contracts for any c:onsideration relating to disposition of such party's share of substances produced hereunder,
     such consideration shall not be deemed a contribution as contemplated in ahis Aniclc Vlll.C.
     h. Assignment; Maintenance of Uniform Interest:
          Fer lhe P"'l'Bse ef maiateining uftifermit) ef e ne1ship iH the Cenlf&et "' ee in the Oil a1tE1 Gas Leases, Oil afld Gas
     lnteteste,      ulls. efltlif!meAt llllEI pt"etiuetien ee ere& b~ this ag:ree1aest na ,_,~ shell sell, enewmheF, lfetlBfer er mahe ell:iar
 7   di9J1esitiel\ ef its i'ltwest HI the Gil MIS Qas }:;eases ttflcl Gil. &fld CH bttet ests ettdueeed      ithin d\e Centmec ;\fee er ifl ' ells,
     equipment 8REl Pf'Bduetiea 111tless sHeh di.'i'pesib&fl es' Mi eirh91'!
          J. tfte eRtire interest ef.-Be P8ff3 ie all Oil aR:d Ces beeses, Oil aAd Gas lnteffi~. ells, equipmeat eml J'lreliktel:i:ee, EW
lO        a. Bft eEfUal aed:i it"led pereeel ef tf\e ~ 's pFeSeAt it1terest iR all Qil &Ad (Jae beeses, Gil aed Gas lRtereste; , ells,
11   eEt¥iJ!Jmet!taae preilYeH:eft iA the CeRll'Bel Aif=t!ltl.
12          Every sale, encumbrance, transf.,.. or other disposition made by any pany shall be made expressly sul!jcct to this agreement
13   and shall be made without prtjudice to the right of the other panies, and any transferee of an ownership interest in any Oil and
14   Gas Lea.w or Interest shall be deemed a party to this agreement as to the interest conveyed from and al\er the effective date of
IS   the transfer of ownership; provided, however, that the other panics shall not be required to recognize any such sale,
16   encumbrance, transfer or oth"' disposition for any purpose hereunder until thiny (30) days after they have received a copy of the
17   instrument of transfer or other satisfactory evidence thereof in writing from the transferor or transferee. No assignment or ocher
18   disposition of interest by a party shall relieve such party of obligations previously incum:d by such party hereunder with respect
19   to the interest transfcncd, meluding wkhout limitation tnc obligation of a party to pay all costs attributable to an operation
20   conduc1cd hereunder in which such party has agreed to participate prior to making such assigrunenl, and the lien and securiay
21   int"""t llfanled by Anicle Vll.B. shall continue to burden the interest transfcned lo secure payment of any such obligations.
22          lf, at any time the intem;t of an)' party is di'Yidcd among and owned by four or more co-owners, Operator. at its discretion,
23   may require such co-owners to appoint e single trustee or agent with fbll authority to receive notices, approve expenditures,
24   receive billings for and approve and pay such party 1s share of the joint expenses, and to deal generally with, and with power to
2S   bind, the co-ownm of "1oh party's intere&I within the •cope of lhe operations ernbtllced in this agrecmcn~ however, all such co-
26   owners shall have the right lo enter into and execute all contracls or agreements for the disposition of their respective shares of
27   the Oil and Oas produced from the Contract Area and they shall have the right to receive, separately, payment of the sale
28   procceds·thereof.
29   E. Wal vu of Rights to Partition:
30        If pcnnitted by the laws of the state or •1ates in which the property covered hereby is located, each party hereto owning an
31   undivided interest in the Contract Area waives any and all rights it may have to partition and have set aside to it in severalty its
32   undivided interest therein.
33   F. PFefeFlilMial ~Bhf fe P111nhese1
34   a   {Qplieaa-1, CF. eeh ifapplieHlt!.)
3S       8lteeld &R) pBfl) Eiesife le sell ell eF an; peFt ef it6 iatere9's Hader tl'tis agi=eett1et1t, eF its Fig)lts tt8d iAteFH*8 ia the CeAtl'iBet
36   Area, it sheJI J"6fftflll) gi1e rilt:tHt: Hetieb fe the e01er parties, .. ith fidl iRffifffllllieR eeneefflieg ie prepesed &i91'esitieR; .. hieh
37   shell i11s1ude I.Rei Heme awl sddie55 sf Ike f'Fespeeti e tM11&fflee {l h:e MUSf he ree:~,                illiFig Mt8 al!!hi I~ J'Wll'he~. tl.e: ~~e
38   pftH, ft legtti deseFiptieH !lt11flieieftl te idefttii; fhe Jff8fleA), tutti &U ether lt11l'HlB ef tile effef, Tfte elJofl' patties 9he:ll then kf1 fl &R
39   e1tlieftel proier right, fer a !'eFied ef •en (IQ) da)s aft.er the eatiee is dielLere&; te fJ'tlfeJlese fflr 1he steteEI eensidE!fQtien e111 ~e
40   same teftllS sRd eerulilieRB lfle interest 1hieh lfte alb.er tJ~ 11repeBes te sell, liftd, if \his a,tiefta' fight is ~Let'e.ised, tftei
41   pt111ehaeing parties Hhall share the pwraha:sed lntefCst iH the Pfet'tffl:iens tftat the iA1erest ef eeeh Beaffl te the tetal interest ef all
42   fHtfefta9ing "Mies. He e et', there shall ee ft8 preferential Fight le pYNhese in these eases                     here Bft) p&A) .. ishee ta Bi91'tg&ge
43   hei itHeuste, er te llumfer 1iije te ils ilthffsta te il:s merSgu:gee in lieu ef er rnu!HUUU ta fereelesHH ef a: meRge.ge ef As ifl~&l!I,
44   er te diepese      erho intefe&tfl 'B) merger, reeFg&I imtieft; een1.1eli&at:ieft, er~ sale   er   all er suhsle:Rliall) alt sf itto Oil and Gas esset:s
45   te m, f38rt). e• h) MIAsfer sf its i:fttepests la 11 s~sidiaf) BP p&Hlftl eempeft) et' le a sttbsidtttr) ef e p1t1enl eefftpB:n;, eF te an)
46   eeHtpGfl!i m. hieh BHeh p&Ft) e as e B'ltljBrif.3 efths sieeh..
47                                                                        ARTICLE IX.
48                                                       INTERNAL REVENUE CODE ELECTION
49        If, for federal income tax pw-poses, this agn."<>ment and the operations hereunder m regarded as a partnership, and if the
50   parties have not otherwise agreed to form a taX partnership pursuant to Exhibit "G" or other agreement between them, each
51   party thereby affected clecls to be excluded from the application of all of the provisions of Subchaptcr 'K," Chapter I, Subtitle
52   "A," of the Internal Revenue Code of 1986, as amended ("Code"), as pennitred and authorized by Section 761 of the Code and
53   the regulations promulgated thereunder. Operator is authorized and directed to execute on behalf of each party hereby affected
54   such evidence of this election as may be required by the Secretary of the Treasury of the United States or the Federal Internal
SS   Revenue Service, including specifically, but not by way of limitation, all of the retums, statements, and the data required by
56   Treasury Regulation §1.761. Should there be any requiremenl that each party hereby affected give further evidence of this
51   election, each such pany shall execute such documcnls and tlunish such other evidence as may be required by the Federal Internal
S8   Revenue Service or as may bo necessary lo evidence this election, No such party shall give any notices or take any other action
59   inconsistent with the election made hereby.         If any present or f\iture income tax laws of the state or states in which the Contract
60   Area is located or any future income tax laws of the United Stales contain provisions similar to those in Subchapter 11K," Chapter
61   I. Subtklc "A,' of the Code, under which an election similar to thal provided by Section 761 of the Code is permitted. each party
62   hereby affected .shall make sucb,clection as may be pcnnitted or required by such laws. ln making the foregoing election, each
63   such party stales thac the income derived by !iUch party from operations hereunder can be adequately determined without the
64   computation of partnership tax.able income.
65                                                                    ARTICLE X.
66                                                               CLAIMS AND LAWSUITS
67       Operator may settle any single uninsured third party damage claim or suit arising from operations hereunder if the expendi1ure
68   docs not cxc:ccd        five thousand                                   Dollars($ S.000.00             ) and if the paymenl is in complete settlement
69   of such claim or iruit. Jf the amount required for settlement exceeds the above amollllt, the parties hereto shall assume and tuke over
?0   the further handHng of the claim or suit. unless such authority is delegated to Operator. All costs and expenses of handling setl1ing,
7l   or otherwise discharging such claim or suit shall be a the joint expense of the parties participating in the operation from which the
72   claim or suit arises.       If a claim is made against any party or if any party is sued on account of any mauer arising from operations
73   hereunder over which such individual has no control because of the rights given Operator by this agreement, such party shall
74   lmme.di.ately notify all other parties. and the claim or suit shall he treated as any other claim or suit involving operations hereunder.

                                                                           • 14 -




                                                                                                                                                                 SEC 188353
        A.A.P.L. FORM 6 l 0 - MODEL FORM OPERATING AGREEMENT - 1989
                                                                 ARTICLE XI.
  2                                                            FORCEMAJEURE
  3         If any party is rendered unable, wholly or in part, by force majeuce to carry out its obligations under this agreement, other
        than the obligation to indemnify or make money payments or furnish security, that party shall give to 1111 other parties
        prompt written notice of the force majcurc with reasonably full particulars concerning it; thereupon, the obligations of the
        party giving the notice, so fur as they arc affected by the force majeurc, shall be suspended during1 but no longer than, the
        continuance of the force majc\ll'C. The term "force majcure," as here employed, shall me.mi an act of God, strike, lockout, or
        other industrial disturllaoce, act of the public enemy, war, blockade, public rio~ lightening. tire. storm, llood or other act of
        nature. explosion. governmental action, governmental delay. restraint or inaction, unavailability of equipment, and any other
 10     causc1 whether of the kind specifically enumerated above or otherwise, which is not reasonably within the control of the party
 11     claiming~.
 12         The affected party shall use all reasonable diligence to remove the force majeure situation as quickly as             practicabl~   The
 13     requirement that any force majeure shall be romc.dicd with all reasonable dbpatch shall not requlre the settlement of strikes.
 14     lockouts, or other labor difficulty by the party involved, contrary to its wishes; how all such difficulties shall be handl&l shall
 IS     be entirely within lhe discretion of the party coocemed.
 16                                                                  ARTICLE XII.
 17                                                                NOTICES
18           AU notices authorized or required between the parties by any of the provisions of th.is agreement, unless otherwise
IQ      specifically provided. shall be in writing and delivered in person or by United States mail. courier service, telegram, telex..
20      telecopier or any other form of filcsimile, postage or charges prepaid, and addressed to such parties at the addresses listed on
21      Exhibit ~A." AU telephone or oral notices permitted by I.his agreement shall he confirmed immediately thereafter by written
22      notice. 1he originating notice given under any provision hereof shall be deemed delivered only when received by the party to
23      whom such uoticc is directed, and the time for such party to del1vcr any notice in response thereto shall ntn from the date
24      the originating notice is received "Receipt" for purposes of this agreement with respect to written notice delivered hereunder
25      shall be actual cldivery of the notice to the address of the party to be notified specified in acoordance with this agreement, "'
26      to the tclecopy, facsim:ilc or telex machine of such party. The second or any responsive notice shall be deemed delivered when
27      deposited io the United States mail or at the office of the courier or telegraph service;:, or upon transmittal by telex, tclecopy
28      or f.acsimilc. or when personally delivered to the party to be notified, provided, that when response is required within 24 or
29      48 hours, such response shalt be given orally or by telephone, telex, tclccopy or other facsimile within such period Each party
30      shall have !he right 1o change its address at any lime, and from time to time, by giving written notice !hereof to all other
31      parties. If a party is not available to receive notice orally or by telephone when a party attempts to deliver a notice required
32      to be delivered within 24 or 48 hours, the notice may be delivered in writing by any other method specified herein and shall
33      be deemed delivered in the sainc manner provided above for any responsive notice.
34                                                                         ARTICLE X Ill.
3S                                                                   TERM OF AGREEMENT
36            This agroemcnt shall remain in full force and effect as to the Oil and Gas Leases and/or Oil and Ga.< lnterc-'ts subject
37       hereto for the p<:riod of time selected below; provided. however, no party hereto shall ever be construed as having any righ~ title
38       or interest in or1o any Lease or Oil and Gas Interest contributed by any other party beyond the term of this agreement
39              a Ootion No l · So long as any of the Oil and Gas Leases subject to this agreement remain or are continued in
40                  farce as t.o auy part of the Contract Arca, whether by production, extension, renewal or O\hcrwisc.
41              6 QetieR )Je. 2: In lfte e eat the lell elesefibeEI in ,• rtiele ''I. a •1 Bl 81' SHhseq\:lleftl nell 8rilled under a~ J3     'sieft
42                  ef ~& agteerReM, Fes111'ti in die Cempletiee ef a •ell as e ell eapehle ef pr=e8t:tetiefl ef Qit an&'ar Gas in p&)ing
43                  qYenHtiiea, this &gFeet¥1:ent sheU ee:etieue in fas el! se leRg as 11&) .1ueh eH is E!ftf'88le ef pFed11etieR, and f'er ee
44                  edditiBRal ~ied ef                     lhl)s '8eFeeAer. )ff iEleEl, fte e er, if, )!Pier le tfte e11pife:lieu ef Skleh
45                 Mdi\ieaal periatl, HJ ar tt1are sf tfle ~afties fles&le ftfe et'gage;d ifl dt't\i111g, lh; etletf:g, Qe~eniei. Silietm:ekift~
46                  Ply,ggiag R•t, testitig Bf &ttetftftting te GBfflJ!lele 6F :Re eemplete a en Bf ens heFetlflEiet'. ti:iis agieeffteflt shell
47                 ee&lift.ae Ht fim1e wattil sH:eh Bl\8fl:Uens ha e heea eBftl:J!letetl and if preduetien rewlts lheFeB-em.; this agreement
48                 Ha:H eBR&BLte Ht fet ee as pre id:ed i:i ereifl. In U\e 81\ ent the elJ tle!ieRhetl in + Lie le VI. +•• et' BA) &Ubseq,weRt ell
49                  drilled henYnde•, resltlls lfl e elr) hele, and Be etfte1             ell is eape:hle ef predt1eiAg Oil aad/ef Qaa f•&Rt lh
so                 GenUaet '\rea~ ihitJ a:grel618eA:t shall tl!AftinM:e tffti:es. dri:lliag, Eleep!lflit g, SiEleffael:tiflg, C&mpletmg, Re
SI                  eB1Rrletin8i Plligging:Baeh et Re aReiag eperMiemllfeeemmeneed ilhiR                                             ~s ifef11tfte

S2                 dalt ef ~ae:Eleame&t ef Mid 11.dl. "hb&HdeRmenl" fer sweh JHIFpeses shall meae either (i) a deeisiefl h) alJ parties
SJ                 Mt te 1e11d11oet BR) Nflher epe1atiem ett die                 ell et (ii) the eleJlse ef l8Q ile)S &em the e8flduet ef &1)
54                 opeR1iians eft tlM elh hiehe er fitsl eeeHHi.
SS            The tcmtination of this agreement shall not relieve any party hereto from any expense, liability or other obligation or any
.:;6     remedy therefor which has accrued or attached prior to the date of such tcnnination.
57            Upon termination of this agreement and the satisfaction of all obJigations hereunder, in the event a memorandwn of this
S8       Opeiating Agreement bas been filed of record, Operutor is authoc.ized 1o me of record in all necessary recording offices a
59       notice of tennination, and each party hereto agrees to execute such a notice of termination as to Operator 1s interest, upon
60       request of Operator, if Operator has satisfied all its financial obligations.
61                                                                         ARTICLE XIV.
62                                                   COMPLIANCE wrru LAWS AND REGULATIONS
63       A. Laws, Reglllatlons and Orders:
64           This agreement shall be subject to the applicable Jaws of the state in which the Contract Area is located, to the valid .rules,
6S     . regulations, and orders of any dnly constituted regulatory body of said state; and lo all other applicable federal, state,
66       and local laws, ordinances, rule., regulations and orders.
67       B. Governing Law:
6g           Tbl1 agreement and all matters penainlng hereto, including but not limited to matters of performance, non-
69       performanc~ breach, remedies, procedures, rights, duties, and Interpretation or constructton, shall be governed. and
70       dctcrmlnr.d by the- law of the state in which the Contract Area ia located. If the Contract Area Js in two or more states,
7I       the law of the ttate of Texas                           shall govern.
72       C. Regulatory Agencies:
73           Nothing herein contained shall grant, or be construed to grant, Operator the right or authority to waive or release any
74       rights, privileges, or obligations which Non-Operators may have under fcdcral or state laws or under rules, regulations or

                                                                       - 16 -




                                                                                                                                                       SEC 188354
     A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT - 1989

     ordet1 promulgated under such laws in reference to oil. gas and mineral operations, including the location, operation, or
     production of wells, on tracts offsetting or adjacent to the Contract Ar~.
 3              With respect to the open1tions hereunder. Non-Operators agree to release Operator from any and all losses, damages,
 4   injuries, claims and causes of action arising out of, incident to or resulting directly or indirectly from Operator's interpretation
     or application of nales, rulings. regulations or orders of the Department of Energy or Federal Energy Regulatory Commission
     or predecessor or successor agencies to the extent such interpretation or application was made in good faith and docs not
     constitute gross negligence.        Each Non-Operator further agrees to reimburse Operator for such Non.Operator's shure of
     production or any refund, fme 1 levy or other governmental sanction that Operator may be required to pay as a result of such
 9   an incortect interpretation or application, together wilh interest and penalties thereon owing by Operator as a result of such
10   incorrecl interpretation or application
II                                                              ARTICLE XV.
12                                                           MISCELLANEOUS
13   A. E1ecution:
14        This agreement shall be binding upon each Non-Operator when this ogreement or a counterpart thereof has been
15   executed by such Non-Operator and Operator notwithstanding that this agreement is not then or thereafter executed by all of
16   the parties to which it is tendered or which urc listed on Exhibit "A.. as owning an interest in the Contract Area or which
17   own. in fact. an interest in the Contract Arca. Operator may, however, by written notice to all Non.Operators who have
18   become bound by this agreement as aforesaid, given at any time prior to the actual spud date of the initial Well but in no
19   event later than 6.ve days prior to the date specified in Article VI.A. for commencement of the Initial Wel1 2 lerminate this
20   agreement if Operator in its soJe discretion determines that there is insufficient participation to justify commencement of
21   drilling operations. In the event of such a lamination by Operator, all further obligations of the parties hereunder shall cease
22   as of such termination.         In the event any Non-Operator has advanced or prepaid any share of drilling or other costs
23   hereunder, all sums so advanced shall be returned to such Non-Operator without intcrcsl         In the event Operator proceeds
24   with drilling operations for tbe Initial Well without the execution hereof by all persons listed on Exhibit "A" as having a
25   cutT011t worlcing interest in such well, Operalor shall indemnify Non-Operators wilh respect lo all costs incWTed for the
26   Initial Well which would have been charged to such person under this agreement if such person bad excculed the same and
27   Operator shall receive all revenues which would have been received by such person under this agreement if such person had
28   e.itecuted the same.
29   8. Su<eenors and A1signs:
30       nu.     agreement shall he binding upon and shall inure to the benefit of the parties hereto and their re•l'eclivc heirs,
31   devisees, legal representatives, $UCCCSsors and assigns, and the terms hcte0f shall be deemed to run with the              or      Leas••
32   Interests included within the Contract Area.
33   C. Counterports:
34        This instrument may be executed in any number of counterparts, each of which shall be considered an original for all
35   purposes.
36   D. Scvcrabilll)':
37        For the purposes of assuming or rejecting this agreement as an executory contract pursuant to federal bankruptcy laws,
38   this agnremcnt shall not be severable, but rather must be assumed or rejected in its entirety, and the failure of any party to
39   this agreement to comply with all of its financial obligations provided herein shall be a material default.
40                                                                   AATICLEXVI.
41                                                               OTllER PROVISIONS
42
43   This Joint Operating Agreement is subject to the additional terms and provisions which are contain<:d in Article XVI attached hereto..
44
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48
49
so
SI
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                                                                     -17-




                                                                                                                                                 SEC 188355
     A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT - 1989

          IN WITNESS WHEREOF, this agreement shall be effective as of the 15th day ofJanuary, 2010,

 2                                                                      OPERATOR

                                                                        RAW OIL & GAS, INC.


 4

                                                                        Joe D. Hardin
                                                                        'Type or print name

                                                                        Title Pre idcnt




                                                                        Tax ID or S.S. N o . - - - - - - - - - - - - -

 9                                                    NON-OPERATORS

10
                                                                        RAW ENERGY, LC
ll
                                                                   By   ------~----------~
12
                                                                        Joe D. Hardin
                                                                        Type or print name
13
                                                                        Title Manager
14
                                                                        Date _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __
IS

                                                                        Tax !Dor S.S. N o . - - - - - - - - - - - - -
16


17                                                                      SMITH ENERGY COMPANY

18
                                                                   By   -----------------~
19                                                                      LcsterSmi!h
                                                                        Type or print name

20
                                                                        Title !'resident
21                                                                      Daw _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __

22
                                                                        'Tax ID or S.S. N o . - - - - - - - - - - - - -
23
                                                                        MARK P. HARDWICK
24

2S
                                                                        Date _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __
26
                                                                        Tax ID or S.S. N o . - - - - - - - - - - - - -
27


28                                                                      STEVE BLAYLOCK


29                                                                 By   -----------------~
                                                                        Daw _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __
30

31                                                                      Tax ID or S.S. N o . - - - - - - - - - - - - -

32
                                                                        F..Lm:R EXPLORATION INC.
33
                                                                   BY-----------------~
34                                                                      Jerry Elm
                                                                        Type or print oame
JS
                                                                        Title President
36
                                                                        Da~-----------------
37
                                                                        Tax !Dor S.S. N o . - - - - - - - - - - - - -
                                                          • 20 -




                                                                                                                          SEC 188356
      A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT- 1989


                                                                ACKNOWLEDGMENTS

            Note: The following fonn.• of acknowledgment are the shorl fonns approved by the Uniform Law on Nolarial Acts.

     The validity and effect ofthe.-.:e forms in any state will depend upon the statul~ of that slate.
 4

     Acknowledgment in representative capacity:

     Slate ofTexas
                                        SS.

     County of Lubbock

     This instrument was acknowledged before me on this _ _ day of _ _ _ _ _ _ _ _ _ _ _ , 2010, by Joe D. Hardin as
     President of RAW OIL & GAS, INC,
 9
     (Seal, if any)
10
                                                                                 Titlc(and"Rank) _ _ _ _ _ _ _ _ _ _ _ _ _ __

II
                                                                                  My conunission e x p i r e s : - - - - - - - - - - - - -
12


13
     State ofTexas
                                        SS.
14
     County of Lubbock
15
     This instrument was acknowledged before me on this _ _ day of _ _ _ _ _ _ _ _ _ _ _ , 2010, by Joe D. Hardin as
l6   Manager of RAW ENERGY, LC.

17   (Seal, if any)

                                                                                 Title(andRank) _ _ _ _ _ _ _ _ _ _ _ _ _ __
18

                                                                                 My commission expires: _ _ _ _ _ _ _ _ _ _ _ __
19


20

     State ofT exas
21
                                        SS,

     County of _ _ _ __
22
     This instrument was acknowledged before me on this _ _ day of _ _ _ _ _ _ _ _ _ _ _ . 2010, by Lester Smith as
23
     President of SMITH ENERGY COMPANY.

24
     (Seal, ifany}

25                                                                               Tklc(andRank) _ _ _ _ _ _ _ _ _ _ _ _ _ __

26                                                                               My commission expires: _ _ _ _ _ _ _ _ _ _ _ __

27


28   lndividual acknowledgment:

29   State ofTexas
                                    ) as.
30   County of Midland              }

31         This instrument was acknowledged bcf0tc me on this _ _ day of                  - - - - - - - - - - • 2010, by MARK P.
     HARDWICK.
32
     (Seal, if any)
33
                                                                                 Title(andRank) _ _ _ _ _ _ _ _ _ _ _ _ __
34
                                                                                 My commission e x p i r e s : - - - - - - - - - - - - -
35

36

37


                                                                        - 20.




                                                                                                                                             SEC 188357
     A.A.P.L. FORM 610 - MODEL FORM OPERATING AGREEMENT - 1989


     Individual acknowledgment:

     State ofTexas
                                  ) SS.

     Counly ofMidland             )
 4
           This inslrument was acknowledged before me on this _ _ day o f - - - - - - - - - - - · 2010, by STEVE
     BLAYLOCK.

 6   (Seal, irany)

                                                              T!Ue(ond Rank) _ _ _ _ _ _ _ _ _ _ _ _ __


                                                              My commission e x p i r e s : - - - - - - - - - - - -

 9

10   SlatcofTexas
                                      SS.
11   County or _ _ __

12   This instrument was acknowledged before me on this _ _ day o f - - - - - - - - - - - • 2010, by Jen)' Elger as
     Presidcnl of ELGER EXPLORATION INC.
13
     (Seal, if any)
14
                                                              TiUe(andRank) _ _ _ _ _ _ _ _ _ _ _ _ __

IS
                                                              My commission e x p i r e s : - - - - - - - - - - - -
16

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                                                       -20-




                                                                                                                      SEC 188358
                                          JOINT OPERATING PROVISIONS
                                                ARTICLE XVI

                                To be attached to and made a part of that certain Joint
                                Operating Agreement dated January I 5, 20 I 0, between
                                           Raw Oil & Gas, Inc. as Operator
                                 and Smith Energy Company, etal, as Non-Operator


A. Royalties, Overriding Royalties and Other Payments:

         I. As used herein, the term "Existing Burdens" shall apply separately to each Lease and means all
royalties and overriding royalties and other payments carved out of the Leasehold estate with which each Lease
covered by this Operating Agreement is burdened as of the effective date hereof.

        2. Each party shall pay or deliver, or cause to be paid or delivered, its proportionate part of all Existing
Burdens and shall hold the other parties free from any liability therefor.

B. Rentals, Shut-in Well Payments and Minimum Rovalties:

         I. All rentals, shut-in well payments and minimum royalties which may be required under the terms of
any Lease shall be administered and paid by Operator and charged to the Joint Account except where otherwise
expressly provided to the contrary in this Operating Agreement. Any party may request and shall be entitled to
receive proper evidence of all such payments.

          2. Operator shall diligently attempt to make or cause to be made proper payment of any rentals and/or
shut-in well payments and/or minimwn royalties under the foregoing provisions, but Operator shall not be held
liable to the other parties in damages for the loss of any Lease or interest therein if, through mistake or oversight,
any rental and/or shut-in well payment and/or minimum royalty is not paid or is erroneously paid. The Joss of any
Lease or interest therein which results from Operator's failure to pay or an erroneous payment of rental and/or a
shut-in well payment and/or a minimum royalty shall be borne jointly by the parties hereto under the provisions of
Article IV.B.3.

         3. Each party hereto shall be obligated to bear its proportionate part of any and all rentals necessary to
continue in force and effect the Oil and Gas Leases covered by this Agreement unless and until it timely gives the
notice provided for in the next sentence hereof. If any party does not wish to bear its proportionate part of any
rental necessary to continue in force any Lease covered by this Agreement, such party may give Operator and all
other parties hereto written notice of such election, and the party giving such written notice shall be released of
obligation to bear its proportionate part of any rentals which accrue under the terms of the Leases specified in such
written notice at any time after thirty (30) days after the date Operator receives such party's aforesaid written
notice. Unless mutually agreed, otherwise, the proportionate part of the rental attributable to any such Lease which
would have been borne by the party giving the aforesaid written notice shall be borne by the parties hereto who do
not exercise the aforesaid election, in the proportion that the interest of each bears to the total of their Interests, and
the party giving the aforesaid written notice of election not to pay its part of such rental shall assign, without
express or implied warranty of title, all of its interest in the Lease or Leases specified in said written notice to the
aforesaid parties in the respective proportions that they bear the rental on any such Lease or Leases.

C. Removal ofQperator-Vote of all Parties.

         Operator may at any time be removed with or without cause by the affirmative vote of the owners of the
majority interest in the Contract Area based upon ownership as shown in Exhibit "A".

D. Transition.

         Upon the selection of the successor operator, the Operator who has been removed or has resigned shall
promptly deliver to the successor operator all original records relating to operations on the Contract Area,
including current accounting information with regard to the status of the joint account, information concerning all
invoices not yet paid by the operator who has resigned or been removed, all logs, maps and all other information
concerning operations. Duplicating expenses required by virtue of the change of operators shall be charged to the
joint account.

E. Financing Statement.

         The security interest granted to each Operator and Non-Operator under Paragraph VII.B. of this
agreement which secures payment of each party's share of costs and expenses of operations shall extend to each
such party's share of all Oil and Gas, equipment, fixtures, personal property, accounts, inventory and general
intangibles and proceeds or products thereof relating or pertaining to the Leases and lands included in the Contract
Area as described in Exhibit "A" attached hereto. For purposes of compliance with TEXAS BUSINESS AND
COMMERCE CODE, Sec. 9.302, each party agrees that this instrument shall serve and may be filed as a financing
statement to perfect the security interest mutually granted herein. In that regard, each party hereto agrees that its
signature below shall be its signature as debtor of an appropriate financing statement, and that for purposes of
compliance with the requirements of Sec. 9.402 of the TEXAS BUSINESS AND COMMERCE CODE each
secured party and debtor's names and addresses are as follows:




                                                                                                                              SEC 188359
                      The names and addresses              The names and address
                      of secured parties are:              of debtors are:

                      SEE EXIDBIT "A"                               SEE EXHIBIT "A"

         The collateral to which the security Interests apply are all of each debtor's interest in Oil and Gas,
equipment, fixtures, personal property, accounts, inventory and general intangibles and proceeds or products
thereof relating or pertaining to the Oil and Gas Leases covered by this agreement and included in the Contract
Arca as described in Exhibit "A".

F. Deemed Non-Consent for Defaulting Pavmcnt.

          If the lien conferred in Article VII.B has been enforced, or if any party to this agreement shall fuil to pay
its share of costs and expenses incurred in operations of the Contract Area for a period of90 days from the date of
Operator's invoice therefor, Operator may notify the affected party of its defuult by certified mail, return receipt
requested, and if such party fails to cure the default within I 0 days from the date of receipt of Operator's notice, by
payment in full of all invoices fur operating costs which have been due for more than 30 days, the affected party
shall be deemed in non-consent status and fur so long as the affected party remains in default it shall have no
further access to the Contract Area or information obtained in connection with operations hereunder and shall not
be entitled to vote on any matter hereunder. As to any proposed operation in which it otherwise would have the
right to participate, such party shall have the right to be a Consenting Party therein only ifit pays the amount it is
in default before the operation is commenced; otherwise it automatically shall be deemed a Non-Consenting Party
to that operation. Nothing herein shall affect each party's right to protest any item charged to the joint account by
Operator under the proVisions of Article I.5. of Exhibit "C" attached hereto.

G. Trustee's Sale for Demulling Payment.

          If Operator should elect to proceed to foreclose the lien of Operator as against the interest of a Non-
Operator having an interest in the Contract Area, this operating agreement does hereby include provisions for non-
judicial sale under the laws of the State of Texas and David Cotton is hereby appointed as Trustee for such
purpose. Upon such default, said Trustee or Operator shall at least 21 days preceding the date of nonjudicial sale
serve written notice of the proposed sale by certified mail to Non-Operator according to records of Operator.
Service of such notice shall be deemed completed upon deposit of a notice enclosed in a post-paid wrapper properly
addressed to the Non-Operator and each other party obligated to pay such obligations at the most recent address or
addresses as shown on the records of Operator in a post office or other official depository under the care and
custody of the United States Postal Service. The affidavit ofany person having knowledge of the fuels to the effect
that such service was completed shall be prima mcie evidence of the fact of service. After such notice, said Trustee
shall proceed to sell all of the Interests of Non-Operator in the Contract Area at public auction to the highest bidder
for cash after having given notice of the time and place of sale and in the manner and after the advertisement of
such sale as now required by the statutes of the State of Teii;as in making sales ofreal estate under deeds of trust.
Sale of a part of the realty would not exhaust the power of sale and sales may be made from time to time until all of
the property is sold or the obligations paid in full. Said Trustee shall have authority to appoint an attorney in met
to act as Trustee in conducting the foreclosure sale and executing a deed to the purchasers; and it is further agreed
that said Trustee or his successor may sell said property together or in lots and/or parcels as to him shall deem
expedient and after such sale as afuresaid shall make, eicecute and deliver to the purchaser or purchasers thereof
good and sufficient deeds, assignments or other lawful conveyances to vest in said purchaser or purchasers title to
the Non-Operator's interest in the Contract Area in fee simple together with all personal property used or obtained
in connection therewith and together with all of the proceeds of production attributable thereto including proceeds
of production held by any party for the payment to Non-Operator. From the proceeds of said sale said Trustee shall
first pay all charges, costs and expenses in executing these provisions and secondly pay any sums due by the
Trustee for taxes in the preservation of the security and thereafter pay all of the remaining sums to Operator for the
satisfuction of the debts of Non-Operator hereunder and the balance, if any, shall be paid to Non-Operator.

         It is agreed that such sale shall be a perpetual bar against Non-Operator and its heirs, successors and
assigns and legal representatives and aU other persons claiming under him, them or any of them. It is further
agreed that said Trustee or any holder or holders of said obligation of Operator shall have the right to become the
purchaser or purchasers at such sale if they are the highest bidder or bidders in which event the bid or bids may be
credited upon said indebtedness of Non-Operator. It is stipulated and agreed that in case of any sale hereunder by
Trustee or his successor all prerequisites of said sale shall be presumed to have been performed and any
conveyance given hereunder, all statements of fact or recitals therein made as to the non-payment of money
secured or as to any demult under the terms hereof or as to the request of the Trustee to enforce this trust or as to
the proper and due appointment of any successor or substitute Trustee or as to the advertisement of sale or the time,
place and terms of sale or as to any other preliminary act or thing shaU be taken in all courts of law and equity as
prima fucie evidence that the facts so stated are trne. Operator may appoint a substitute or successor Trustee in the
event the Trustee above named is unable for any reason to serve.

H. DrillorOut

         Notwithstanding any provisions to the contrary contained in Article VI.B. should any party hereto. after
receiving notice from Operator of a proposal to drill a well on the Contract Area other than the well provided for
in Article VI.A mil to timely notify Ooerator of its election to participate in such proposal or should a party elect




                                                                                                                        SEC 188360
not to participate in the drilling proposal. it is hereby agreed that such party shall relinquish and assign to the
participating parties all of its Leasehold interest in and to the well and the proration unit allocated to such well.
Additionally. in such event. such non-participating party shall release. relinquish and surrender and furever forfeit
proportionately to the particiwting parties. all of the non-participating party's interest in and to all proration units
which arc adjoining and/or contiguous to the proration unit allocated to such proposed well except for any thereof
on which a we!\ is situated and in which well the nonparticipating partv participated in the drilling.

By way of illustration in the event a 40 acre proration unit in the furm of a square is allocated to a proposed well,
then a non-Participating partv shall forteit. release and relinquish alt interest in such 40 acre proration unit
together with the eight immediately surrounding and adjoining 40 acre proration units with the exception
indicated.

Notwithstanding any provision to the contrary contained in Article VI., Non-Operator uoon receiving Ooerator's
recommendation with respect to an attempted Completion shall within the time period set forth herein. notify
Q.perator of its election to participate in a proposed Completion attempt. Failure to so notify Q.perator shall be
deemed an election by Non-Q.perator not to participate. In the event that any Non-Q.perator elects not to participate
in the Completion attempt, the Non-Consenting Party shall relinquish and assign to the participating parties all of
its lasehold interest in and to the well and the proration unit allocated to such well. only insofur as to the interval
or formation which is subject to the Completion attempt. Additionally, in such event. such non-participating party
shall relinquish and surrender and forever forfeit proportionately to the participating parties. all of the non-
participating partv's intere•t in and to all proration units which are adioining and/or contiguous to the proration
unit allocated to such well, only insofar as to the interval or formation which is subject to the Completion attempt.

With regard to Deepening operations. any Non-Consenting Party shall forfeit proportionately to the participating
parties all of the non-participating party's intere•t in depths greater than the depth drilled in an aperation for which
such         non-participating party had previously consented. The interest of any party in such relinquished and
forfeited Leasehold rights shall be assigned proportionately to the participating parties by the non-participating
partv without warrantv of title except as to claims, by, through or under Assignor, and shall be free of burdens
except those created prior to the time the non-participating party acquired his interest in the Leasehold estate so
forfeited.

I. Sales Necessitating Separate Measurements.

         In the event of transfer, sale, encumbrance or other disposition of interest within the Contract Area which
necessitates separate measurement of production, the party creating the necessity for such measurement shall alone
bear the cost of purchase, installation and operation of such fucilities.

J. Internal Revenue Code Election.

         This Operating Agreement shall not create any mining partnership, commercial partnership or other
partnership relation or joint venture, and the liabilities of each of Che parties hereto shall be several and not joint.
However, solely for Federal and State income tax purposes, the parties elect to be taxed as a partnership in
accordance with the Tax Partnership Agreement attached as Exhibit "G" hereto, but such relationship shall not be
a partnership to any other extent or for any other purpose. Notwithstanding anything to the contrary herein, the
parties hereto agree that, with respect to all operations conducted hereunder, each party hereto agrees to elect to be
excluded from the application of Subchapter K of Chapter I of Subtitle A of the Code, and each party agrees to join
in the execution of such additional documents and elections as may be required by the Internal Revenue Service in
order to effectuate the foregoing. In addition, if the income tax laws of any state in which the parties conduct
operations pursuant to the terms of this Agreement contain provisions similar to those contained in Subchapter K
of Chapter I of Subtitle A of the Code, the parties hereby agree to elect to be excluded from the application of such
provisions.

K.. Memorandum ofQ.perating Agreement.

         Within ten (10) days from the execution of this operating Agreement, each party agrees to execute a
"Memorandum of Joint Operating Agreement" to be filed of record in Lynn and Terry Counties, Texas, imparting
constructive notice that the Contract Area is subject to all of the terms, conditions and provisions contained in this
agreement.

L. Power of Attorney.

          Each Non-Operator designates Operator as its respective attorney-in-fact for the purpose of executing on
behalf of such Non-Operator all instruments ofrclcase; all oil purchase agreements, gas purchase agreements and
amendments thereto; all amendments to existing lases in the Contract Area deemed necessary by Operator and
all filings required by regulatory agencies relating to operations on the Contract Area including without limitation
all NGPA filings, filings required by the Federal Energy Regulatory Commission and the Railroad Commission of
the State of Texas. This Power-of-Attorney may be revoked only by revocation signed and acknowledged by the
revoking non-operator, and filed for record in Lynn and Terry Counties, Texas, a copy of which shalt be furwarded
to operator,



M. Area of Mutual Interest.




                                                                                                                           SEC 188361
         (I) The parties hereto hereby create an Area of Mutual Interest (the "AMI") comprising all of the
 Contract Area covered by this Operating Agreement.

         (2) During the term of the AMI, if any party hereto ("the Acquiring Party'') acquires any Oil and Gas
Lease, or any interest therein, any unleased mineral interest or any farmout, sublease or other contract with respect
thereto which covers or affects any lands or minerals lying within the AMI ("the offered Mineral Interest"), the
Acquiring Party shall promptly notify each of the other parties hereto ("Offeree") of such acquisition. In such
event, such Offeree shall have the right to acquire his or its proportionate interest in the offered Mineral Interest in
accordance with the other provisions of this Article XVI I.

          (3) Promptly upon acquiring the offered Mineral Interest, the Acquiring Party shall, in writing, advise
each Offeree of such acquisition. The notice shall include complete xerox copies of the instruments of acquisition
including, by way of example but not of limitation, such copies of the Leases, assignments, subleases, farmouts or
other contracts acquired by the Acquiring Party creating or affecting the offered Mineral Interest, together with
such copies of paid drafts, plats depicting the exact location of the acreage covered or affected thereby, Lease
brokers' reports and any other title data relating thereto. The Acquiring Party shall also enclose an itemized
statement of the actual costs and expenses incurred by the Acquiring party in acquiring the offered Mineral Interest
("Acquiring Costs"). Each Offeree shall have a period of fifteen (15) days after receipt of the notice within which
to furnish the Acquiring party written notice of his or its election to acquire his or its proportionate interest in the
offered Mineral Interest. If; however, a well in search of oil or gas is being driIJed on lands situated within the
AMI or on lands situated outside the AMI of which the result could be expected to materially affect the value of the
offered Mineral Interest, each Offi:ree shall have a period of forty-eight (48) hours after receipt of the notice
(exclusive of Saturdays, Sundays and legal holidays) within which to elect to acquire his or its proportionate
interest in the offered Mineral Interest. It is provided, however, that the forty-eight (48) hour election period shall
not apply unless the Acquiring Party shall give written notice to each Offeree witllln two (2) days after the date on
which the Acquiring party acquired the offered Mineral Interest exclusive of Saturdays, Sundays and legal
holidays. In addition thereto, the Acquiring Party shall also:

          (i)         furnish each Offeree with the approximate location of the well then being drilled and the
                      name of the operator or drilling contractor drilling the well; and

          (ii)        specifically advise each Offerce that each Offeree shall have a period of forty-eight (48) hours
                      (inclusive of Saturdays, Sundays and legal holidays) within which to elect to acquire his or its
                      proportionate interest in the offi:red Mineral Interest.

            The above information shall be in addition to the information and copies of instruments to be furnished in
 connection with the acquisition of the offered Mineral Interest as provided hereinabove. If the Acquiring Party
 does not receive written notice of election from any Offeree to acquire his or its proportionate interest within the
 fifteen ( 15) day or forty-eight (48) hour period, as the case may be, such failure shall constitute an election by such
 Offeree not to acquire his or its interest in the offered Mineral Interest. Written notice from the Acquiring Party to
 each Offeree and written notice of election from each Offeree to the Acquiring Party shall be deemed given when
 delivered if delivered in person, one day after deposit with an overnight carrier such as Federal Express for delivery
 on the next calendar day and the day of transmission by telecopy (if confirmed by notice sent by Federal Express or
 a similar overnight carrier for receipt the next day). Each Otferee accepting the offered Mineral Interest shall be
 entitled to participate in the offered Mineral Interest in the proportion to which his or its ownership interest as set
 forth in Exhibit "A" bears to the total ownership Interests as set forth in Exhibit "A" of the Acquiring Party and all
 other Offerees who have elected to acquire their proportionate interest in the offered Mineral Interest. Promptly
 after the period for the election has expired, the Acquiring Party shall invoice each Offeree electing to acquire his
 or its Interests in the offered Mineral Interest for his or its proportionate part of the Acquisition Costs. In the event
 an Offeree elects not to acquire his or its proportionate interest therein, then the Acquiring Party and each of the
other Offerees who elect to participate in the offered Mineral Interest shall bear the Acquisition Costs attributable
 to such non-acquiring Offeree's interest in the proportion to which such participating party's expense bearing
interest in the AMI at such time bears to the aggregate expense-bearing interest in the AMI at such time of the
Acquiring Party and such other Offerees who so elect to participate. Each Otferee shall immediately reimburse the
Acquiring Party for his or its share of the Acquisition Costs as reflected by the invoice. Upon receipt of such
reimbursement or, in the case of a farmout or similar agreement at the time the acquiring party receives its
assignment or other instrument, the Acquiring Party shall execute and deliver an appropriate, recordable
assignment to each participating Otfercc. If the Acquiring Party does not receive the amount due from a
participating Offeree within five (5) days alter receipt by such Offeree of the invoice for its share of the Acquisition
Costs, the Acquiring Party may, at his or its election and without prejudice to other existing remedies, give written
notice to such delinquent party that the failure of the Acquiring Party to receive the amowit due within forty-eight
(48) hours (exclusive of Saturdays, Sundays and legal holidays) alter receipt of such notice by the delinquent
Offeree shall constitute a withdrawal by the delinquent Otferee of its forrner election to acquire the interest and
such Offeree shall no longer have the right to acquire an interest in the offered Mineral Interest. In the event the
Acquiring Party does not receive the amount due within such forty-eight (48) hour period, the delinquent Otfcree
shall be deemed to have elected not to participate and the Acquiring Party shall succeed to and own the entirety of
the interest in the offered Mineral Interest which the delinquent Offeree would have owned and the Acquiring
party shall bear the delinquent Otferee's proportionate share of the Acquisition Costs.

          (4) In the event less than all of the Otferees elect to acquire their proportionate interest in the offered
Mineral Interest, then the portion of the lands covered by the offered Mineral Interest shall be automatically
deleted from the AMI and the Contract Area covered hereby without the necessity of Operator or any Non-Operator




                                                                                                                             SEC 188362
executing a document amending the AMI and this Operating Agreement to reduce the AMI and the Contract Area
to exclude such lands therefrom. The Acquiring Party and the Offerees electing to acquire the Interests in the
offered Mineral Interest shall be deemed to have agreed to operate the offured Mineral Interest in accordance with
the terms and provisions of this Operating Agreement, except that the offered Mineral Interest shall constitute the
Contract Area covered thereby. Exhibit "A" shall list the names and addresses of the parties owning the offered
Mineral Interest and the Interests in which they own the same, and Operator shall be named Operator therein
unless Operator did not participate in acquiring his interest in the offered Mineral Interest, in which event the
parties agreeing to participate in the offi:red Mineral Interest shall select an Operator from among themselves,
which Operator shall be elected by the affirmative vote of two or more such parties owning a majority interest
based on their ownership of the offered Mineral Interest, and not on the number of parties electing to participate.
The Acquiring Party and the Offurees electing to acquire their Interests in the offered Mineral Interest shall enter
into an Operating Agreement reflecting the same immediately after agreeing to own jointly the offi:red Mineral
Interest, but the failure to enter immediately into such an Operating Agreement shall not prevent the owners of the
offered Mineral Interest from operating, developing and maintaining the same in accordance with the terms hereof;
unless Operator elects not to participate and such parties are unable to agree on the election of an operator.

         (S) Any assignment made by the Acquiring Party shall be made free and clear of any burdens placed
thereon by the Acquiring Party but otherwise without warranty of title, except as to acts by, through and under the
Acquiring Party, but not otherwise. The assignment shall be expressly made subject to and each assignee shall
expressly assume his or its portion of all of the obligations imposed by the instrument creating or affecting the
offered Mineral Interest.

         (6) If the interest of any party hereto in the AMI should vest in three or more parties, those parties shall
designate one of them to whom all notices provided for in this AMI are to be given and shall promptly furnish the
other parties hereto the name and address of the designated party. If the Acquiring Party has not received the
name and address of the designated party, the notice of the acquisition shall be directed to  all
                                                                                               of the parties having
an interest in the AMI according to the Exhibit "A" which is then a part of this Operating Agreement.

         (7) If the instrument creating or affecting the offered Mineral Interest covers lands situated both within
and outside the AMI, the Acquiring Party may, at his or its option, offer either all of the offered Mineral Interest or
only that portion of the offered Mineral Interest covering lands situated within the AMI. Ifless than the entirety is
offered, the Acquisition Costs shall be prorated between the acreage covered by the offered Mineral Interest
situated within the AMI and the acreage situated outside the AMI and the Acquiring Party shall bear all of the
Acquisition Costs attributable to such outside acreage and the Acquiring Party and the Offerees who elect to
participate shall bear their proportionate share of the Acquisition Costs attributable to the acreage within the AMI.
 If the entirety of the premises covered by the Mineral Interest is offered and each party hereto acquires it
proportionate interest there.in, the lands lying outside the AMI shall become a part of the Contract Area covered
hereby and the AMI shall thereby be automatically enlarged without the necessity of operator or any Non-Operator
executing a document amending the AMI and this Operating Agreement to enlarge the AMI to include such lands
lying outside the AMI.

         (8) If two or more of the offered Mineral Interests are included in the same notice, each Offeree shall
have the separate right of election as to each offered Mineral Interest.

         (9) The provisions of the AMI shall not apply to acquisitions resulting from a merger, consolidation,
reorganization or an acquisition from a parent, subsidiary or affiliated corporation, or, as to individuals, from
ascendants or descendants or trusts of which such parties are beneliciaries. The provisions hereof shall also not
apply to sales and acquisitions between partners in a partnership which is a party hereto, or ventures in a joint
venture which is a party hereto, nor to the acquisition by any party hereto of all or any part of the interest of
another party hereto.

         (10) Each party hereto stipulates and represents to the other parties hereto that he or it is not now and
shall not become hereafter a party to any other area of mutual interest agreement involving all or any portion of the
land comprising the AMI.

N. Participation Agreement

         The parties to this Operating Agreement hereby acknowledge that their interest in the Contract Area
described in Exhibit "A" hereto is owned subject to the terms of that certain Mue Caliente Prospect Lynn, Terry,
Hockley & Borden Counties, Texas Participation Agreement by and among the Parties hereto dated January 15,
2010 and pursuant to paragraph 8 (c) thereof; the Parties granted to each other a Right of First Refusal as to any
proposed Transfer of any interest in the Contract Area to any person other than a Permitted Assignee (as such
terms are defined in the Participation Agreement). The Parties hereby incorporate by reference the provisions of
paragraph 8 (c) of the Participation Agreement into this Agreement as is set out in full in this Agreement.


0. Successor Operations to RAW Oil & Gas, Inc.

Article V.B.1. is hereby amended to provide that in the event: (i) RAW Oil & Gas, Inc. is no longer under the
management control (including day-to-day management of all operations conducted by RAW under this Operating
Agreement) of Joe D. Hardin; (ii) Joe D. Hardin is no longer the majority owner of RAW Oil & Gas, Inc.; (iii) Joe
D. Hardin is deceased; or (iv) Joe D. Hardin is determined to be non-compos mentis or incapacitated in a manner
that will prevent him from directing the activities of RAW under this Agreement in the opinion of three licensed




                                                                                                                          SEC 188363
medical doctors located in the Lubbock, Texas area, then RAW may be removed as Operator by the affirmative
vote of non-operators owning a majority in interest based on ownership as shown on Exhibit A. Any Party to this
Agreement owning an interest of five {5%) percent or more shall have the right by delivering a written request to
all non-operators to initiate the process to cause the thtee physicians to assess the competency of Joe D. Hardin.
The physicians shall be selected by a majority in interest of the non-operators joining in the request for the
examination. The cost of the physicians' fees shall be billed to the Joint Account for all Parties to the extent such
costs are not covered by insurance.




                                                                                                                        SEC 188364
                                              EXHIBIT"A"

                                       Attached to and made a part of
           Operating Agreement dated January IS, 2010, between RAW Oil &Gas Inc. as Operator and
                               Smith Energy Company, eta!, as Non-Operators




PART I:          CONTRACT & AMI AREA



      · TO BE DETERMINED AT A LATER DATE




PART II:         PARTIES, INTEREST AND ADDRESSES FOR NOTICE PURPOSES

                                                Before Casing Point              After Casing Point of the
       Names and Addresses                      of the First Well                First Well
                                                                                 And all Subsequent
                                                                                 Operations
       Raw Oil & Gas, Inc.                       -0%-                             1.00%
          12312 Slide Road
          Lubbock, Texas 79424

       Raw Energy, L.C.                          -Oo/o-                          5.25%
       12312 Slide Road
       Lubbock, Texas 79424

       Smith Energy Company                      100.0%                          75.0%
       Lester Smith, President
       P.O. Box 52890
       Houston, Texas 77052

       Mark P. Hardwick                          -0%-                            6.25%
       P.O. Box213
       Midland, Texas 79702

      Steve Blaylock                              -0%-                           6.25%
      214 W. Texas, Suite 306
      Midland Texas 79701

       Elger Exploration Inc.                     -0%-                           6.25%
       P.O. Box 2623
       Midland, Texas 79702




                                                                                                             SEC 188365
                                                                                  EXHIBIT"B"

                                                                Attached to and made a part of
                                   Operating Agreement dated January 15, 2010, between RAW Oil & Gas Inc., as Operator and
                                                       Smith Energy Company, etal, as Non-Operators.
Prod11ccn:81(7.69)PliclUp
-.illt640h:recfoaliql'm'liJri(in




                                                  OIL, GAS AND MINERAL LEASE
THIS         AGREEMENT              made   this                         between                                   Lessor    (whether     one    or    more),    whose     address    is
_ _ _ _ _ _ _ _ _ _ _ _.and _ _ _ _ _ _ _ _ _ _ _ _ _ , Le,,..., WITNESSETH:

             I . Lcssot, in consideration ofTen Dollars and other valuable consideration ($10.00 wtd OVC), receipt Of which is hereby ecknowlodgcd, and of the coveuents
and agJeCtnents of lessee h<reinafter conCainod, does hereby gran~ lease and let unto les.<ee the lend covcrod hereby for the pwposes and with the C><Clusive right of exploring,
drilling, mining and operating lbr, producing and owning oil, gas, sulphur and all other minerals (whether or not similar to those mentioned), together with the right to make
surveys on said land, lay pipe lines, eslablish and utilize facilities for surface or subsurfuoe disrxisal of salt water, con.struct roads and bridges, dig canals, build tanks, power
statiom, telephone lines. employee houses and other structures on said land, necessary or useful in l~'s operations in exploring, drilling for, producing, treating, storing
and transporting minerals produced from the land covered hereby or any land adjacent thereto. The land covered hereby, herein called "said land", is located in the Counties
of                   , Slale ofTeus, and is described as follows:


This lease also oovm and includes, in addition to that above described. ell land, if any, oontiguous or adjacent to or adjoinillg the land above described and (a) owned or
claimed by lessor by limitation, prescription, possession, reversion or unrecorded instrument or (b) as to which lessor has a ~fcn:ncc right of acquisition. ~agrees to
execute any supplemental instrument requested by lessee for a more complete or accurate description of said land. for the purpose of determining the amount of any bonus or
other pa)'ltlertt herounder, said land shall be deemed to contain _ _ _acres, whether actually containing more or less, and the above recital of acn:age in any tract shall be
deemed to be the true a=ago thereof. Lc<sor accepts tho bonus as lump sum consideration for this lease and all rights and options hereunder.

            2. Unless. sooner terminated or longer kept in force under other provisions hereof, this lcasa shaU remain in force for a term of___J"cars from the date hereof.
hcroinafta- called "primary tam", and as long thereafter a& operations, .. hereinafter defined, are conducted upon said land with no cessation for more than ninety (90)
consecutive days.

               J. As royalty, le«ec covenants and agrees: (a) To deliver to the credit oflcssor, in the pipe line to which lessee: may connect its wells, the equal _ _ _ part of
all oil produced and sav<d by lessee from said land, or from time to time, at the option of lessee, to pay lessor the average postod market price of such___ part ofsuch
oil at the wells u of the day it is nm to the pipe line or storage tanks, lessor's interest, in either case, to bear _ _ _ oflhc cost oftNating oil to render it marketable pipe
line oil; (b) To pay lessor on gas and casinghead gas produced from said land (l) when sold by lessee,__Jofthe amount rcali2ed by lessee, computed at the mouth of
the well, or (2) when l£scd by lczscc off said land or in the manufacture of gasoline or other products, the market value, at the mouth of the well, of _ _ _ of such gas and
casinghcad gas; (e) To pay les.wr on all other inincrals minod and marketed or utilizod by lessee fiom said land, one tenth either in kind or value at the well or mine at lessee's
election, except that on sulphur minod and marketed the royalty shall bo one dollar ($1.00) per long ton. ff, at the expiration of the primary term or any time ar times
thereafter, there is any well on said land Oli on lands with which said lands or any portion thcrccfhas been pooled. capable of producing oil or gas, and all such wells are shut-
in, this \ea.<;e shall. acvcrthclm.. ooatinue in force as though opcrat\Qns wcce being conducted on said land for Ml \ong as said we\\$ are shut-in, and thereafter this lease may be
continued in foroc as if no shut-in had occum:d. U.S..ee covenants and agrees ID use reasonable diligenoe to produce, utilize, or market the minerals capable of being
produced &om said wells. but in the ex.crcise of such diligence, lessee shall not be obligated to install or furnish facilities other than well taciliti~ and ordinary lease facilities
of flow lines, separator, and lease tank. and shall not bo n:quirocl to settle labor trouble or to market gas upon terms unacceptable to lessee. If, at any time or times after the
expiration of the primary t:crm. all such wells are shut-in for a period of ninety con.sccutive da~ and during such time there are no operations on said land, then at or before
the expiration of said ninety day period, lessee shall pay or tender, by check or draft oflessee, as royalty, a sum equal to one dollar (S l.00) for each acre ofland then covered
hereby. Lcsscc shall make Jikcpa)'ltlcnts or tenders at or before the end of each aonivcrsal}' of the expiration of said ninety day period if upon such armivcrsmy this lease is
being continued in fun:e solely by reason of the provisiom of this paragraph. Each such payment or tender shall be made to the parties who at the time of payment would be
entitled to reeeive the ~allies which would be paid under this lease ifthe wells were producing, and may be deposited in the                                               Bank at_
- - - - - - - - - - , - , . . - - - . , . - , or its successors, which shall continue as tb.e depositories. regardles."i of changes in the ownership of shut·in royalty. If at any
time that kssee pays or tenders sbut..J.n royal\y, t.wo or more parties arc. or claim to be. entitled to receive same., lessee may, in lieu of any other mc\b.od ofpeyment herein
provided, pay or tender such shut-in royalty , in the manner above specified, either jointly to such parties or separately to each in accordance with their respective ownership
thereof, as 1<:sscc may elect. Any payment hereunder may bo made by check or draft oflesscc depositod in the mail or delivered lo the party entitled to receive payment ar to
a dcposilDI}' bank provided for above on or before the last date for payment Nothing herein shall impair lessee's right to release as provided in paragraph S hereof. In the
event of assignment of this lease in whole or in part, liability for payment heretmder shall rest excJu.c;ivcty on the: th=i owner or owners of this lease, severally as to acreage
owned by each.

             4. Lessee is hereby granted the right, at its option, to pool or unitize any lwid coverod by this lease with any other land covered by this lease, and/or with any other
land, lease, or leases, as to any or all mincraJs or horizons, so as to establish units containing not more than 80 surface acres, plus t 0% acreage tolerance; provided, however,
units may be established as to any one or more ~ or existing uni Ls may be enlarged as to any one or more horUons, so as to contain not more than 640 sudaccilCI\'S
plus 10% acreage tolennoe, if limited to one or m<>tt of the following: (I) gas, other than casinghcad gas. (2) liquid hydrocarbons (condensate) which are no\ liquids in the
subsurface reservoir, (3) minerals produced from wells classified as gas wells by the conservation agency having jurisdiction. If larger units than any of those herein
permitted, either at the time cs1ablisbcd, or after eniergcment, are requirod under any govenunental rule 0< order, for the drilling or operation of a well at a regular location.
or for obtaining maximum allowable from any well to bo drilled, drilling, or already drilled, any such unit may be established or enlarged to confonn to the size required by
such govcmmcntal onlcr or rule. Lc&.ee shall exercise said option as to each desired unit by executing an in:ltrwnent identifying such unit and filing it for reconl in the
public office in which this lease is recorded. Each of the said options may bo exercised by the lessee at any time and from time to time while thi• lea.•e is in fon:e. and whether
before or after production has boon oslablished either on said land, or on the portion of said land included in the unit, or on other land unitizod therewith. A unit established
hereunder shall be valid Bfld effeclive for all p~ of this lease even though there may be minera4 royalty, or leasehold interests in lands within the unit which are not
effoctively pooled or uniti1.ed. Any operations conducted on any part of such unitized land shall be considered, for all purposes, except the payment of royalty, operations
con dueled upon said land under this lease. There shall bo allocated to the land covered by this lease within each such unit (or to cech separate tract within the unit if the lease
covers separate ttaclS within the unit) that proportion (lf the total production of unitizod minerals from the unit, a!le< deducting any usod in lease or unit operations, which the
number of sur&cc acres in such land (or in each such separate ttact) covered by this lease within the unit bears to the total number of surface ac:rcs in the unit, and the
produclion so allocated shall be considered for all purposes, including payment or delivery of royalty, overriding royalty and any other payments out of production, to bo the
attire production of unitized minerals from the land to which allocated in the same manner a& though produced therefrom under the terms of this lease. The owner of the
revcrsionary estate of any term royalty or mineral estate agrees that the accrual of royalties pursuant to this paragraph or of shut~in royalties from a well on the unit 'shall
satisfy any limitation of term requiring production of oil or gas. The formation of any unit hereunder which includes land not covered by this lease shall not have tho effect of
exchanging or transferring any inteRst under this lease (including, without limitation any shut-in royalty which may become payable under this lease) between parties owning
interests in land coveml by this lease and parties owning interests in land not covered by this lease. Neither shall it impair the right of the lessee to release as provided in
paragraph 5 hereof, excq>t that lessee may not so release os to lands within a unit while there are operations thcrecn for unitizod minerals unless all pooled leases are released
as to lands within the uniL At any time while this lease is in foroe lessee may dissolve any unit established hereunder by filing for rocont in the public office where this lease
is recorded a declaration ID 1bat effi:c~ if at that time no operations are being conductod ~ for unitized minerals. Subjcet to the provisions of this paragraph 4, a unit
once established hereunder shall remain in force so long as any lease subject thereto shall remain in force. lf this lease now or hereafter covers separate traet<o. no pooling or
uuitization of royalty inlerests as betweea any such separate tracts is intended or shall be implied ar result merely from the inclusion ofsuoh S<.'Parate tracts within this lease
but lessee shall nevertheless have the right lo pool or unitize as provided in this paragraph 4 with consequent allocation of production as herein provided. As usod in this
paragraph 4, the words "scparalc tract" mean any tract wilh royalty ownership differing, now or hereafter, either as lo parties or amounts, from that as to any other part of the
lcwrcd premises.

           S. Le6see may al any time and from time to time execute and deliver to lessor or file for n:cord a release or releases ofthis lease as to any part or all ot said land or
of any mineral or horizon tmzmndcr, and Chereby be relieved of all obligations, as to the released acreage or interest.

             6. WhenevCf' used in this lease the word "operationslt shall mean opi::rations. fur and an)' of the following.: drilling, t.csting, completing. rewCM"ki.ng, rccomp1eting,
deepening, plugging back or repairing of a welt in search for or in an endeavor to obtain production of oil~ gas, sulphur or other minerals, citcavating a mine. production of
oil, gas, sulphur or other mineral, whether or not in paying quantities.

          7, Lessee shaU have the U.'le, free from royalty, of water, other than trom lessor's water wells, and of oil and gas produced from said land in all OfoCl'ations
hereunder. Lessee shall have the right at any time to remove all machinery and fixtures placed on said land, including the right to draw and rr;inove casing. No well shall be




                                                                                                                                                                            SEC 188366
drille<I nea= than 200 feet to the house orba. ..•..Jw on said land without the consent of the lessor. Lessee shall pay for damai.            ;$ed by its operations to growing crops
and timber on said land.

             8, The rights and estate of any party hereto may be assigned from time to time in whole or in part as to any mineral or horizon. All of the covenants, obligations,
and con.~iderations of this Jea...e shall ex.tend to and be binding upon the parties hereto, their hell's, successors, assigm, and successive assigns. No change or divi.sion in the
ownership of ,;aid land, royalties, or other mooeys, or any part thereo~ howsoever cffi:ctcd, shall increase the obligations or diminish the rights of lessee, including, but not
limited to, the location and drilling of wells and the meuurernent of production. Notwitmtanding any other actual or constructive knowledge or notice thereof of or to lcssee1
its successors or assigns. no change or division in the ownership of said land or of the royalties. or othec moneys, or the right to receive the same, howsoever effected, shall be
binding upon 1he then record owner of this lease until thirty (30) days after there has been furnishe<I to such record owner at his or its principal plaoe of bosiness by l""'°' or
lessor's heirs, successors, or assigns. notice of such change or division, supported by either originals or duly certified copies of the insbumcnts which have been properly filed
for record ond which evidence such change or division, and of S\lCh court records and proceedings, transcripts, or other documents as shall be necessary in the opinion of such
record owner to establish the validity of such change or division. If any such chang> in OWllel>bip occurs by reason of the death of the owner, lessee may, nevertheless pay or
tender such royalties, or other moneys, or part thereo~ to the credit of the docc.cicnt in a depository bank provided for above.

            9. In the event lessor coMiders that lessee ha.-, not complied with all its obligations hereunder, both express and implied. lessor shall notify lessee in writing, setting
out spcci6cally in what rcspeots lessee has breache<I this contract. L=ee shall then have sixty (60) days after receipt of said notice within whlch to meet or commence to
meet all or any part of the breaches alleged by lessor. The service of said notice shall be precedent to the bringing of any action by lessor on said lease for any cause, and no
such action shall be brought until the lap;e of sixty (60) days after service of such notioe on lessee. Neither the service of said notice nor tho doing of any acts by Jesscc
aimed to mcot all or any of the alleged breaches shall be deemed on admission OT p,..umption that lessee has failed to perfunn all its obligatiocs hcmmdcr. If this lease U.
canceled for any cause, it shall nevertheless remain in force and ~t as to (I) sufficient acreage around each well as to whicl1 there are operations to constitute a drilling or
maximum ollowable unit under applicable governmental regulations, (but in no event less than forty acres), such acreage to be designated by lessee as nearly as practicable in
the form of a squan: oentered at the well, or in such shape as 1hen existing >-pacing rules r"'luirc; and (2) any part of said land included in a poole<I unit on which there arc
operations. Lessee shall also have such easements on said land as arc necessary to operations on the acreage so retained.

            IO. Lessor hereby warrants and agnic:s to defend title to said land against the claims of all pe1SOllS whc>imoevcr. Lessor's rights and interests hereunder shall be
charged primarily with any mortgages, taxes or other liens, or intern<! and other charges on said land, but lessor agrees that lessee sball have the right at any time to pay or
reduce same for lossor, either before or after maturity, and be subrogat.d to the rights of the holder thereof and to deduct amounts so paid from royalties or other payments
payable or which may become payable to lessor and/or assigm under this lease. If this lease covcrn a less interest in the oil, gas, sulphur, or other minerals in all or any par1
of said land than the entire and undivide<I fee simple es!ate (whether lessor's inten:st is herein specified or not), or no intcn:st therein, then tho royalties and other moneys
accruing from any part as to which this lease covern less than such full interest, shall be paid only in the proportion which the interest therein, if any, covered by this lease,
bean to the whole and undivided fee simple estate therein Alt royalty int...,.t covered by this lease (whether or not owne<I by lessor) shall be paid out of the royalty herein
provide<!, This lease shall be binding upon each party who executes it without regard to whether it is executed by all tho6e named herein as lessor,

             11. If while this lease is in force, at, or after the expiration of the primary term hereof, it is not being continued in force by reason of the shut-in well provisions of
paragraph 3 hereof, and lessee is not conducting operations on said land by reason of (I) any law, order, rule or regulation, (whether or not subsequently determined to be
invalid) or (2) any other ca...., whether ~imilar or dissimilar, (except financial) beyond the reasonable control of J....ee, the primary renn hereof shall be extended until the
fitst anniversary date hereof occurring nillC\y (90) or more days following the removal of such delaying cause, and this lease may be extended thereafter by operations as if
such delayed had not occurred.


            IN WITNESS WHEREOF, this instrument is executed on the date first above written.




LESSOR:




By:
Printed Name:
Tide:

Tax ID No.:




                                                                        ACKNOWLEDGEMENT




STATE OF _ _ _ _ _ _ __
                                                                      CORPORATE
COUNTY OF _ _ _ _ _ _ _ _ __


          Beforeme, lheundersignedNotary Public, personally appeared _ _ __ , . , - - - - - - - - - - - - - - - - - - - - - - - - -
known to me to be the person whose name is subscribed lo the furegoing instrument and known to me to be                                                   of
_ _ _ _ _ _ _ _ a corporation, and acknowledged to me that he or she executed the same as the act of said corporation tbr the purposes therein set forth.
            Given under my hand and seal of office this _ _ _ _ day of _ _ _ _ _ _ _ _ _ _ _•• 2008.


                                                                         Notary Public in and for the State of _ _ _ _ __

My commission expires:----------




                                                                                                                                                                           SEC 188367
                                                                                                                                             'S 1984 ONSHORE
                                                                                                                                              .'1mended by the Council
                                                                                                                                        u1 ,-.,troleum Accountants

~---------soc_l•tl••--COPA~
                                                                            cX/.llBll "C'
     Attached to and made a part of Joint Operating Agreement dated January 15, 2010. by and between RAW Oil & Gas. Inc ..
     as Operator and Smith Energy Company. eta!. as Non-Operators.




                                                         flCCOUN17NG PROCcDURc
10                                                               JO/NI OPcRflllONS
II
12                                                                         I. GF.NERAL PROVISIONS
13
14
     I.
\5
16
             "Joint Property'1 shall mean the real and personal property subject to the agreement to which th;s Accounting Procedure
17
             is attached.
18
             "Joint Operations" shall mean all operations necessary or proper for the development, operation) protection and
19
             maintenance of the Joinl Property.
20
             "Joint AccountN shall mean the account showing the charges paid and credits received in the conduct of the Joint
21
             Operations and which are 10 be shared by the Panics.
22
             '()peralor" shall mean lhe pany d..ignated 10 conduct the Joinl Openuions.
23
             "Non-Operators" shall mean the Parties to this agreement other than the Operator.
24
             "Parties" shall mean Operator and Non-Operaaors.
25
             "Finl Level Supervisors" shall mean those                         employees    whose     primary       function   in    Joint   Operations   is      the   direc:t
26
             supervision     of other         employees     and/or contract      labor directly employed          on    the Joint      Property    in a   field     operating
27
             capacity.
28           1
              "fechnical         Employees"     shall     mean     tho.~     employees   having     R?Ccial     and     specific    engineering,   geological      or   other
29
             professional skills, and whose primary function in Joint Operations is the handling of specific operating conditions and
30
             problems for lbc benefit of the Joint Property.
31
             '?CI$0Dal Expenses" shaU mean travel and al.her reason ab}(; reimbuBablc expenses of Operator's employees.
32
             "Material It shall mean personal property, equipment or supplies 11Cquircd or held for use on the Joint Property.
33
             ''Controllable Material" stiall mean Material which at 1he time is so classified in the Material Classtncation Manual as
34
             most recently recommended by the Council or Petroleum Accountants Societies.
35
36
     2.      Stal'ement and Biiiings
37
38
             Operatar shall bill Non-Operators on or before the last day of each month for their proportionate share of the Joint
39
             Account       for     th~          Such bills will be accompanied by statements which identify the authority for
                                         preceding      month.
40
             expenditure,        lease or facility, and          all
                                                    charges and credits summarized hy appropriate classifications of investment and
41
             expense except that items of Contro1lable Material sad unusual charges and credits shall be scpoualely idelltificd and
42
             fu11y described in detail.
43
44
     3.      Advances and Payments by Non-Operaton
45
46
             A.      Unles5 othcrwi!iC provided             for in the agreement,          the, Operator      may      require !he Non.Operators to advance their
47
                    share of estimated cdl outlay for the succeeding month's opt.T.!l:ion within fifteen (l S) days after receipt of the
48
                     billing or by the first day of the monlh for which the advance is required, whichever is la1cr. Operator shall adjust
49
                    each monthly billing to reflect advances received from the Non-Operators.
50
51
             n.     Each Non-Operator shall pay its proportion of a!l bills within fifteen (IS) days after receipt, If payment is not made
52
                    within such time, the unpaid balance shall bear interest monthly at the prime race in effect at Pc2D1es Bank Lubbock
53
                    on      the     first    day      of      lhc      month      in      which       delinquency     occa!"S   plus    I% or the
54
                    maximum contract rate pennittcd by the applicable usury laws in the state in which 1he Joint Propeny is located.
55
                    whichever is the lesser, plus attorney's fees, court costs. and other costs in connoc.tion with the collection of unpaid
56
                    8111DUDtS.
57
58
             Adjustment•
59
60
             Payment of any such hills shall not prejudice the right of any Non-Operator lo protest or question the correctness lhcrcof;
61
             provided. however, all bills and stulcmenls rendered to Non-Opcraton by Operator during any calendar year shall
62
             conclusively be presumed to be true and correct aner twenty-four (24) months following the end of any such calendar
63
             year, Wllcss within the said twenty-four (24) month period a Non-Operator takes written exception thereto and mak5
64
             claim on Operator for adjmtment.           No adjustment favorable to Operator shalJ be made unless it is made within the same
65
             prescribed period. The provision~ of this paragraph shall not prevent adjustments resulting from a physical inventory of
66
             Controllable Material as provided for in Section V.
67
68
69                COPYRIGHT© 1985 by the Council of Petroleum Accountants Societies.
70




                                                                                    • 1-




                                                                                                                                                                                  SEC 188368
                                                                                                                                            ~$ 1984 ONSHORE
                                                                                                                                           .nmended by the Council
                                                                                                                                   01 ·t'etroleum Accountants

..------------Soclet-ies                                                                                                                          --CO~A~

     5.          Audits


                 A.    A     Non·Operalor. upon        notice   in   writing to       Operator and   all other Non-Operators,      shall   have the right        to   audit
                       Operato:'s    accoWlts    and     m:ords      relating    to          Joint
                                                                                   Account for any calendar year within lbe twenty-four
                                                                                       the
                       (24) month period following the end of such calendar year; provided, however, the making of an audit shall not
                       extend the time for the taking of written exception to and the adjustments of accounts as provided for in
                       Paragraph 4 of this Section l. Where there are two or more Non-Operators,. the Non-Operators shall make
                       every reasonable effort to conduct a joint audit in a manner which will resull in a minimum of inconvenience
                       to the Operator. Operator shall bear no portion of the Non-Operators' audit cost incum:::d under Ibis
10                     paragraph unless agreed lo by lhc Operator. The audits shall nol be conducted mote than once each year
II                     without prior approval of Opcra1or, except upon the resignation or removal Df the Operalor, and shall be made
12                     at the expense of those Non-Operators approving such audit.
13
14               B.    The Operator shall reply in writing to an audit report within 180 days after receipt of such repon.
IS
16   6,          Approval By Noo-OperatoB
17
18               Where an approval or other agreement of 1he Parties or Non-Operators is exp~)' required under other sections of this
19               Accounting Procedure and if the agreement to which this Accounting Procedure ji; altached contains no
20               contrary provisions in regard thereto, Operator shall notify alt Non-Operators of the Operator's proposal, and the
21               agreement or approval of a majority in interest of the Non-Operators shall be controlling on all Non-Operators.
22
23
24                                                                           Jl, DIRECT Cl!ARGES
25
26   Operalor sh111l charge the Joint ACCOWlt with lhc following items:
27
28   ],          Ecologkal and Envlronmental
29
30               Costs incurred for the benefit of the Joint Property as a result of governmental or regulatory requirements to satisfy
31               environmental considera!ims applicable to the Joint Operations. Such costs may include surveys of an ecological or
32               archaeological nature and pollution control procedure.c; wi required by applicable laws and regulatioos
33
34   2.          Rentals and Royaltles
35
36               Lease rentals and royalties paid hy Operator for the Joint Operations.
37
38   3.          Labor
39
40               A.    (l)    Salaries Bnd wages of Operatoc's field employees directly emp)oyed on the Joint Property in the conduct of
41                            Joint Operations.
42
43                     (2)    Sahuiesoffirst level SupelVisors in the field.
44
45                     (3)    Salaries and      wage& of Technical            Employees directly employed       on   the   Joint   Property if such         charges are
46                            excluded from the overhead rates.
47
48                     (4)    Salaries and wages of Technical Employees either tcm~rarily or permanently assigned                                   to     and    directly
49                            employed in the operation or the Joint Property if such charges are excluded from the overhead rates.
so
51               B.    Operator's cost of holiday, vacation, sickness and disability benefits and other customary allowances paid to
52                     employees whose salaries and wages are chargeable to the Joint Account under Paragraph 3A of this Section n.
53                     Such costs under this Paragraph JB may be charged on a "wflcn and as pald basis" or by "percentaj,re iwcssment"
54                     on the amount of salaries and wages chargeable 10 the Joint Account under Paragraph 3A of this Section n. rf
55                     percentage llS8CSSITTCnt is used, the rate shall be based on the Operator's cost experience.
56
57               C.    Expenditures or contributions made J>UISUllnt to assessments imposed by governmental                                    authority    which       an:
58                     applicd>le to Openitcr•s costs chnrgcable 10 the Joint AccoYnt under Paragraphs JA and 38 of this Section U.
59
60               D.    Personal     Expenses of those:          employce:s      whose salaries and     wa~'OS   are chargeable co the Joint Account                   under
61                     Parab'l8phs 3A and JB of this Section II.
62
63   4.          Employee Benefits
64
65               Operator's · cunent costs or e.saabJished plans for employees' group life insur&nce, hospilaltzation, pension, retiremen1.
66               stoc:k purchase, thrift, bonus, and ether benefit plans of a like nature. applicable to Opcr.uots labor cost chargeable to rhe
67               Joint Account under Paragraphs 3A and 30 of lhii; Section II shall he Opera.tots actuaJ cost not to exceed the percent
68               most recently recommended by the Council of Petroleum Accountants Societies.
69
70




                                                                                       -2-




                                                                                                                                                                              SEC 188369
                                                                                                                                 ~   1984 ONSHORE
                                                                                                                             ,flmended by the Council
                                                                                                                       of PetrOleum Accountants

~---------Socletl-•s--OO~A~

     S.    Materi1I

           Material purchased or furnished by Operator for use on the Joint Property as l)l'Ovided under Section IV.       Only such
           Material shall be purchased for or transferred to the Joint Property as may be required ior immediate use and is
           reasonably practical and consistent with efficient and economical operations. The accumulation of surplus stocks shall be
           avoidod..



     '·    Tnuuporullon

10         Transponation of employees and Material ncce.•ry for the Joint Operations but subject to the following limitations:
11
12         A.     If Material is moved to the Joint Propeny from the Operator's warehouse or ~ther properties. no charge shall be
ll                made to the Joint Account for a distance greater than the distance: from the nearest reliable supply store where like
14                material is normally available or railway receiving point nearest the Joint Propeny unless agreed to by the Panics.
IS
16         B.      ff surplus Material is moved to Operalor's warehouse or other storage point. no charge shall be made to the Joint
17                Account for a dislancc: grcal.Cr than the distance to the nearest reliable ~pply store where like material i:s nonnaUy
18                available, or railway receiving point nearest the Joint Property unless agreed to by the Parties. No charge shall be
19                made to the Joint Account for moving Material to other properties belonging to Operator, unless agreed to by the
20                Parties.
21
22         C.     In the application of subparagraphs A and 8              above,    the option to equalize or charge actual             trucking cost   is
23                available when the actual charge is $400 or less excluding aocessorial charges, The S400 will be adjusted to the
24                amo\Ult most recently recommended by the Council of Petroleum Accountants Societies.
2S
26   7.
27
28         The cost of contract services. equipment and utilities provided by outside sources. except services excluded by Paragraph
29         l 0 of Section U and Paragraph i, ii, and iii, of Section m.                     The cost of profes.sional consullan1 services and contract
30         r.ervic.cs of technical personnel direclly engaged on the Joint Property if such chari.,rcs arc cxc\uded from the overhead
31         rates. The eos1 of professional consultant services or contract services of technical personnel not directly engaged on the
32         Joint Property shall nor be charged to the Joint Account.if directly engugcd in the operation (nOI administration) of lhc joint property,
33
34   8.    Equipment 1nd Facilities FumiJhed Hy Operator
3S
36         A.       Operator shall charge the Joint Account for use of Operator owned equipment and facilities at rates commensurate
37                  wilh costs of ownership and operation. Such rate!; shall include costs of maintenance, repaif'St other operating
38                  expense, insurance, taxes, depreciation, and interest on gross investment lcs accumulated depreciation not to
39                  e11:cced eigh1ecn                         percent~--~---%) per annum. Such rates shall not exceed average commercial
40                  ralm cunently prevailing in lhe immediate area of the Joint Property.
41
42         B.       In lieu of charges in Paragraph SA above. Operator may elect to use average commercial rates prevailing in the
43                  immediate area of the Joint Property Jess 20%.                  Fur automotive equipment, Operator may elect to use rates
44                  published by the Petroleum Motor Transport Association.
45
46   9.    D1mages and L011es to Joint Property
47
48         All COSIS or expenses necessary for the repair or replacement of' Joint Propcny made necessary because of darnagc:i or
49         losses ipeurre.d by fire, nood, Slorm, thefi. accident, or other cause. ex.cept those rcsultitll,? from Operator's gm~
50         negligence or willful misconduct. Operator shall furnish Non-Operator written notice of damages or losses incurred as
SI         soon as practicable after a report rhercofhas been received by Operator.
52
Sl   10.   Legal Expenn~
54
SS         Expense       of handling, investigating and settling     litigation or claims. dioliCharging of liens, payment or judgments and
S6         amounts       paid for settlement of claims incurred       in or resulling from operations under the agn:cment or necessary to
57         protect     or recover the Jofnl Property. except that      no charge for services of Operator's legal Slaff or fees or expense of
58         outside     attorneys shall be made unless prevlously      agreed to by the Parties. All other legal expense Is considered to be
59         covered      by the overhead provisions of Sec1io11 m     unless otherwise agrefd to by the Parties, except as provided in Section
60         ~   Paragmph 3.
61
62   11.
63
64         All taxes of every kind and nature ~d or levied upon or in connection with the Joint Property, the operation thereof,
65         or tke production therefrom, nnd 'which taxes have been paid by the Operator for the benefit of the Parties. If the ad
66         valorem taxes arc based in whole or in part upon separate valuations of eac:h party's working interest, then
67         notwi1hstandlng anything to the contrary herein, charges 10 the Joint Account shall be made and paid by the Parties
68         hcrelo in accordance with tho tax value generated by each party's working interest.
69
70




                                                                         - 3-




                                                                                                                                                         SEC 188370
                                                                                                                                            \S 1984 ONSHORE
                                                                                                                                        ,/nmended by the CouncQ
                                                                                                                                   of Petroleum Accountants

.--------------Socletle_•                                                                                                                         --CO~A~

     12.   Insurance

           Net premiums paid for insurance required to be canied for lhe Joint Operations for the prolcction of the Parties, Jn the
           event Joint OperatiarL<; are conducted in a state in which Operator may act as self-insurer for Worker's Compensation
           and/or Employers Liability under the respective state's laws. Opcmor may, at its election, include the risk under its self-
           insurance program and in that event, Operator shall include a charge at Opc::ratot's '°5l not <o exceed manual rales.

     13,   Abandonment and Reclamat1on


10         Costs incurred for abandonment               or the     Joint     Propen.y,   including costs required        by   governmental or other regulatory
II         authority.
12
13   14.   Communications
14
IS         Cost    of acquiring,       leasing.   inslalling,   operating,    repamng     and    maintaining      communication     systems,   including   radio   aad
16         microwave facilities directly serving the Joint Prapcny.             In lhc event communication faciliticslsystcms serving lhe Joint
17         Property are Operator owned. charges to the Joint Account sha11 be made as provided in Paragraph 8 of this Section n.
18
19   15.   Other Expend hum
20
21         Any other expenditure not covered or dealt with in the foregoing provisions of this Section U.. or in Section m and which
22         is of direct benefit to the Joint Property and is incurred by the Operator in the necessary and proper conduct of the Joint
23         Operations.
24
25
26                                                                         Ill. OVERHEAD
27
28   1,    Overhead - Drilling and Producing Operatlons
29
JO                A11    compensation for administrative,              supervisfon,   office    stirvices   and    warehousing.    costs,    Operator   shall   charge
31                drilling and producing operation~ on either.
32
33                ( X ) Fixed Rate Basis1 Paragraph IA 1 or
34                (   ) Percentage Basis, l'aragraph IB
35
36                Unless otherwise agreed to by lhc Pwties, such charge shall be in lieu of costs and expenses of a.II offices and
37                salaries or wages plus applicable burdens and expenses of all personnel, except those directly chargeable under
38                Paragraph 3A. Section U.             The cost and expense of services from outside sources in connection with matters or
39                taxation, traffo; accounting or matters before or involving governmental agencies shall be considered as included in
40                the overhead rates provided for in the above selected Pamgraph of this Section Ill unless such cost and expense arc
41                agreed to by the Parties as a direct charge to the Joint Account.
42
43         ii.    The salaricSy wages and Pen;onal Expenses of Technical Employ=> and/or the                                      cost   of professional    consultant
44                services and wntract services of technical pen;onncl dim: Uy employed on the Joint Property:
45
46                    ) shall be covered by the ovethead ra1es, or
47                ( X ) shall not be covered by the overhead rates.
48
49         iii.   The salaries. wages and Personal Expenses of Technical Employees and/or cosu; of professional consultant services
so                and contract services of technical personnel either temporarily or pcnnanently assigned to and directly employed in
SI                the operation of the Joint Propeny.
52
53                      ) shall be covered by the overhead mtes, or
S4                ( X ) shall not be covered by the overhead rate.~
SS
56         A.           Overhead - Fixed Rate Basis
57
58                (l)   Operator shall charge lhe Joint Account at the following: rates per well per month:
S9
60                      Drilling Well Rate s. __7=so~o~o~o__________
61                            (Prorated for less tlusn a full month)
62
63                      Producing Well Rate S_       _,_7,oSO~O~O'--------
64
65                (2)   Application of Overllead .. Fixed Rate Basis shall be as fcillows:
66
67                      (a)    Drilling Well Rate
68
69                             (I}   Charges for drilling wells shall begin on lhc date the well is spudded and terminate on Che date
70                                   the drilling rig, completion rig, or other units used in completion or the wen i!I released, whichever




                                                                                  -4-




                                                                                                                                                                    SEC 188371
                                                                                                                                       \$   1984 ONSHORE
                                                                                                                                      1111mended by the Council
                                                                                                                                 of Petroleum Accountants

. . - - - - - - - - - - - - S o c l e t l _ • ·--CO~A~

                                  is later, except that no charge shall be made during suspension of drilling or completion opcralions
                                  for fifteen {t S) or more COn.'ICCutive cahmdar days.

  4                         (2)   Charges     for    wells     undergoing       any   type of workover or rccompletion for a period of five {5)
  s                               consecutive       work     days   or   more     shall  be made al the drilling well rate. Such charges shall be
 6                                applied    for    the    period   from    date workover operations,          witli   rig or other units used         in   workovcr,
                                  commence through date or rig or other unit rctca."lc, except that no charge shalt be made during
                                  suspension of operations for fi ftccn (IS) or more consecutive calendar days.
  9
 JO                   (b)   Producing Well Rates
 II
 12                         (I)   An active well either produced Dr injected into for any portion of the month shall be considered as
 13                               a one-wc:ll charge for the entire month.
 14
 IS                         (2)   Each active completion in a multi-<:onipleted well in which prodt.ie1ion is not commingled down
 16                               hole shall be coosidercd as a one-well charge providing each completion is considered a separate
 17                               well by the governing regulatory authority.
 18
 19                         (3)   An   inacth1c gas well shut in because of ovetproduction or railurc of purchaser lo take the
20                                production shall be considered as a ()nc-wcll charge providing the gas well is directly COMe<:ted to
21                                a permanent sales outlet.
22
23                          (4)   A onc-we11 charge shall be made for the month in which plugging and abandonment operations
24                                are completed on any well. This one-weJI charge shall be made whether or not the well hes
25                                produced except when dri!Jing wcJJ rate .applies,
26
27                          (S)   All other inactive wells (including but not limited to inactive wells covered by unit allowable, lease
28                                allowable, tnmsfem:d allowable, etc.) shall not qualify for an overhead charge.
29
30              (3)   The well rates shall be adjusted as of the first day of April each year following the cITectiw date of the
31                    agreement to which this Accounting Procedure is altachtd.   The adjWitment shall be computed by multiplying
32                    the rate currently in use by the per<:entage increase or decrease ln the average weekly earnings of Crude
33                    P'etrolcu.m and Gas Production Workers for the last calendar year compared to the calendar year preceding as
34                    shClwn by the indc>1. of aYerage weekly earnings of Crude Petroleum and Gas Production Worki.m;: as published
3S                    by the United States Deputment of Labor, Bureau of Labor Stalistics, or the equivalent Canadian index as
36                    published b:Y Statistics Cmlada. as apPlicable. The adjusted rates shall be the rates currently in use, plus or
37                    minus the computed adjustment,
38
39         B.   Overhead • Percentage Basis
40
41              (I)   Opemlor shall charge the Joint Account al the foJJowing rates:
42
43                    (a)   Development
44
4S                          _ _ _ _ _ _ _ _ _ _P.erccnt ~----%)of the cost of development of rhe Joint Propcny ex.elusive of cosL~
46                          provided under Paragraph I0 of Section ll and all Sill vage credits.
47
48                    (b)   01""'1in&
49
so                          _ _ _ _ _ _ _ _ _ Percent                                     %) of the cost of Opclllting the Joint Property ex.elusive of costs provided
51                          under Paragraphs 2 and             I 0 of Seclion II. all salvage credits. the value of injected substances purchased
S2                          for secondary recovery and all taxes and                      assessments which arc levied,          assessed    and paid upon         the
SJ                          mineral intCTest in and to the Joint Propt:11y.
54
SS              (2)   Application of Overhead· Percentage Basis shall be as fallows::
S6
57                    for the purpose of determining chart.res on a percentage basis Wtdcr Paragraph 18 of this Section m,
58                    development shall include all co.qs in connection with drilling. rcdrillin& deepening, or any remedial
59                    operations on any or all wells involving th.e use of drilling rig and crew capabJc of drilling to the producing
60                    interval on the Joint Property; also, preliminary expenditures necessary in preparation for drilling mid
61                    expenditures incum:d in abandonina: when the well is not completed as a produccr1 and original cost of
62                    con!itruction or installation of fixed assets. the expansion of fixed assets and any other project clearly
63                    discernible as a fixed asset, except Major Construction as defined in Paragraph 2 of this Section m. All other
64                    costs shall be considered as operating.
6S
66    2.   Overhea<! - Major Co111t-lon
67
68         To compensate Operator for overhead costs incurred in the construction and installation of fixed assets,  the expansion of
69         fixed assets, and any other project clearly discernible as a fixed asset required for the development and operation of the
70         Joint Property. Operator shall cithe:r negotiale a rate prior to the beginning or constructlon, or shall charge the Joint




                                                                                -5-




                                                                                                                                                                   SEC 188372
                                                                                                                                   .l\S 1984 ONSHORE
                                                                                                                                  Jmmended by the Council
                                                                                                                          of Petroleum Accountants

r-------------So-cletl•s--COPA~

                Account for overhead based on tho following rate!> for any Major Construction project in exec$ ofS _ _ _ _ _ _ _ _ _ _ _ _ _.


                A.   __s__ % of first $I 00,000 or total cost if less, plus
                B.   - - - 1 _ % of costs in excess of $100,000 but lC$ than $1,000,000, plus


                C.   _ 2 . _ % of costs in excess of $1,000,000.


                Total cost !!hall mean the gross co& of any one project. For lhc purpose of this paragraph. the componcnl parts of a single
10              project shall not be treated separately and the cost of drilling and work.over wens and artificial lift equipment shaU be
II              C:ll:clud.ed.
12
13    3.        Catastrophe Overhead
14
IS              To compensate Operator for overhead <:osts incurred in the event of expcndilures resulting from a single occurrence due
16              to oil spill, blowout. explosion, fire, storm, hurricane, or other catastrophes as agreed to by the Parties, which are
17              necessary 10 restore the Joint Property to the equivalent condition lhat exis.ed prior to the event causing the
IS              c1ependilurcs, Operator shall either negotiate a rate prior to charging the Joint Account or shall charge the Joint Account
19              for overhead based on lhe following rares:
20
21             A.    _ _s__ % oftotul costs through $100,000; plus
22
23             B.    - 1 _ % of total oosts in excess of S100,000 but Jim lhan SI ,000,000; plus
24
2S             C.    ___l_ % oftolal costs in cxccssof:St,000,000.
26
27             Expenditures s11bjcc1 to the overheads            above wiU    not   he   reduced   by insurance     recoveries.     and   no   other   overhead
28             provlsions of1his Section Ill shall apply.
29
30    4.       Amendment of Ratc5
31
32             The overhead      rates provided for in this Section ill may be amended from time to time only by murual ab'l'Cement
33             between the Parties hereto if, in practice. lhe rates arc found to be insufficient or cxce~ve.
34
35
36                    IV.          PRICING OF JOINT ACCOUNT MATERIAL PURCHASES, TRANSFERS AND DISPOSJTIONS
37
38    Operator is rcspom.iblc for Joint Account MateriaJ and shall make proper and timely charges and credits for all Material
39    movements affecting the Joint Property. Operator shall provide all Material for use on the Joint Property; however, at
4()   Operator's option, such Material may be supplied by the Non-Operator. Operator shall make 1imely disposition of idle and/or
41    ~rplus Material. such disposal          being made either through sale lo Operator or Non-Operator, division in kind, or sale to
42    outsiders. Operator may purchase, but shall be under no obligation to purchase. interest of Non-Operators in surplus condition
43    A or B Material. The dispo.~1 of SUtplus Controllable Material not purchased by the Operator shall be agreed to by the Parties.
44
45    J.       Purchases
46
47             Material purcha.c;ed shall be charged al the price paid by Operator atlcr_ deduction of all discounts received. In case of
48             Material found to be defective or returned to vendor for any other reasons, credit shall be passed to the Joint Account
49             when adjUSlmcnt has been received by the Operator.
so
SI    2.       Transfers and Ditpusltlons
52
S3             Materia1 furnished to the Joint Property end Material transferred from the Joint Property ar disposed of by the Operator,
54             un\e&\atherwise ag:rccd to by the Parties,. shall be priced on the following ha.sii; cxc:tusivc of ca."ih disc:ounts:
SS
S6             A.    New Material (Condition A)
S1
58                   (I)    Tubular Goods Other than Linc Pipe
59
                            (a)   Tubular good~ sized 2 318 inches OD and larger, except line pipe, shall be priced at current new price available from area
60
                                  vendors      effective   as   of   date    of    movement       plus     trampon:ation     coot    using    the     80,000
61
                                  pound carload weight basis to the railway receiving point nearest the Joint Property for which
62
                                  published rail rates for lubular goods exist. If the 80,000 pound rail rate is not offered, the 70,000 pound
63
                                  or 90,000 pound rail rate may be U5Cd. Freight charges for tubing will be calculated from Lorain, Ohio
64
                                  and casing front Youngstown, Ohio.
6S
66
                            (b)   For grades which are special to one mm only, prices shall be computed at the mill base of that mill plus
67
                                  transportation cost from that mill to the railway receiving point nearest the Joint Property as provided
68
                                  above in Paragraph 2.A.(lXa). For transportation cost from points other than Eastern mills, the 30.000
69
70




                                                                              -6-




                                                                                                                                                              SEC 188373
                                                                                                                Ml 1984 ONSHORE
                                                                                                               __ ,mmended by the Council
                                                                                                           of Petroleum Accountants

.-----------S-ocleue_•                                                                                                    --COPAS
                 pound Oil Field Haulers As.sociation interstate truck rale shall be used.

           (c}   Special end finish tubular goods shall be priced at the lowest published out-of-stock price. f.o.b. Houston,
                 Tens.     plus transponation cost, using Oil Field Haulm Association interstate 30,000 pound truck rate,
                 to the railway receiving point nearest the Joint Property.


           (d)   Macaroni tubinG (size less than 2 318 inch OD) shall be priced at the lowest published out-of-stock prices
                 f.<>.h Uie supplier plus transportation cosrs, using the Oil Field Haulers Association intcrs.ate truck rate
                 per weight of tubing transferred, to the railway receiving point nearest the Joint Property.
10
11   (2)   Line Pipe
12
13         (a)   Line pipe movements (except size 24 inch OD artd larger with walls ~ inch and over) 30,000 pounds er

14               more shall be priced under provisions of lobular goods pricing in Pare.graph A.(lXa) as provided above.
15               Freight charges shall he calculated from Lorain, Ohio.
16
17         (b)   Linc Pipe movements (except size 24 inch OD) and larger with                   walls ~ inch and over) less than 30,000
18               pounds shall be priced at Eastern mill published cadoad bosc                   prices otTcctlve as of date of shipment,
19               plus 20 percent. plus transportation costs based on freight rates               as set forth under provisions of tubular
20               goods pricing in Paragraph A.( I)(a) as provided above. Freight                charges shall be calculated from Lorain,
21               Ohio.
22
23         (c)   Line pipe 24 inch OD and over and Mi inch wan and larger shall be priced f.o.b. the point of
24               manufacture at current new published prices plus transportation cost to the railway receiving point
25               nearest the Joint Property.
26
27         (d)   Linc pipe, including fabricated line pipe. drive pipe and conduit not listed on published price lists shall
28               be priced at quoted pricai plus tfeight ta the railway rccciving paint nearest the Joint Property or at
29               prices agreed to by the J•artics.
30
31   (3)   Other Material shall be priced at the current new price, in effect at date of movement, as listed by a reliable
32         supply store nearest the Joint Property, or point of manufacture, plus transportation costs, if ap~icable, to the
33         railway receiving point nearest the Joint Property.
34
35   (4)   Unused new Material, except tubular goods, moved from the Joint Property shall be priced a.t the current
36         new price, in effect on date of movement, as listed by a reliable supply store nearest the Joint Property, or
37         point of manufacture, plus transportation costs. if applicable, to the railway receiving point nearest the Joinl
38         Property. Unused new tubulars will be priced as provided above in Paragraph 2.A.(l) and (2).
39
40   8.    Good Used Material (Condition B)
41
42         Material in sound and serviceable condition and suitable for reuse without reconditioning:
43
44         (I)   MatcrialmovcdtothoJointPropcrty
45
46               At seventy-five percent (75%) of cum:nl new price, as detennined by Paragraph A.
47
48         (2)   Material used on and move<l from the Joint Property
49
so               (a)   At seventy-five pcrocnt (75%) of cum:nt new price, as determined by Paragraph A, if Material was
51                     originally charged to the Joint Account as new Material or
52
53               (b)   Al sixty.five percent (65%) or current new price, as determined by Paragraph A, if Material was
54                     originally charged to the Joint Account as used Material
55
56         (3)   Material not used on and moved from the Joint Property
57
58               At scventy·fivc percent (75%) of cuacnt new price as determined by Paragmph A
59
60         'lbe cost of reconditioning, if any, sha11 be ahw'hed by the lmnsferring property.
61
62   C.    Other Used Material
63
64         (1)   Condition C
65
66               Material which is not in sound and serviceable condition and not suitable for its original function until
67               after reconditioning shall be priced at fifty pertlent (50%) of current new price as de1ennined by
68               Paragraph A. The cost of recondJtioning shall be charged to the n:ceiving property, provided Condilion
69               C value pluscoS! of reconditioning docs not exceed Condition B value.
70




                                                               -7-




                                                                                                                                            SEC 188374
                                                                                                                                 \s   1984 ONSHORE
                                                                                                                             . ,mmended by the Council
                                                                                                                            of Petroleum Accountants

r - - - - - - - - - - - 5 - o e l e t l e s_ _ COPA~



                             (2)   Condition D


                                   Materiat, excluding junkt no longer suitable for its original purpose, but usable ror some other purpose
                                   shall be priced on a basis commensurate with its use. Operator may dispose of COndition D Ma1erial
                                   under proccdu~ normally used by Operator without prior approval of Non-Operator.;,

                                   (a)    Casing. tubinu. or drill pipe used as line pipe shall be priced as Grade A and B seamless line pipe
                                          of comparable size and weight.      Used casing, tubing or drill pipe utilized as line pipe shalt be
                                          priced at used line pipe prices.
10
11                                 (b)    Casing, tubing or drill pipe used as higher pressure service lines than standnrd Hnc pipe. e.g.
12                                        power oil Ii~ shall be priced under nonnal pricing procedures for co.sing, lubing, or drill pipe.
13                                        Upset tubular goods shall be priced on a non upset basis.
14
15                           (3)   Condition E
16
17                                 JW1k   shall be priced at prcYailing prices. Operator may diSpOSC                   of   Condition   E   Material   under
18                                 procedures normally utilized by Operator without prior approval of Non-Operators.
19
20                     D.    Obsolete Material
2t
22                           Material which is serviceable and usable for hs original function but condition and/or value of such Material
23                           is not equivalent lo 1ha1 which would justify a price us provided above may be specially priced BS agreed to by
24                           1he Parties. Such price should n:sult , in the Joint Accounl being charged with the value of the service
25                           rendered by such Material.
26
27                     E.    Pricing Conditions
28
29                           (l)   Loa.ding or unlo11ding costs may be charged to lhc Joint Ac.coum at the rate of twenty.five cents (25¢)
30                                 per hundred weight on all tubular goods movemenlSt in lieu of actual loading or unloading costs
31                                 SIJStained at the stocking point. The above rate shall be adjusted as of the first day of April each year
32                                 following Ianuary I, 1985 by the same percentage incrca.<:ic or decrease used to adjust overhead rates in
33                                 Section m. Paragraph l.A.(3). Each year, thc nttc calculated shaU be rounded to the nearest ceal and
34                                 shall be 1hc rate in effect until lhe first day of April next year. Such rate shatl he published each year
35                                 by the Council of Petroleum Accountants Societies.
36
37                           (2)   Material involving erec1ion costs shall be charged at applicable percentage of the currcnl k.nockcd·down
38                                 price of new Material.
39
40   3.          Premium Prices
41
42               Whenever Material is not readily obtainable at published or listed prices because of national emergencies. strikes or other
43               unusual causes over which the Operator has no control, t'nc Operator may charge 1hc 1oint Account for lhe required
44               Maceri~al at 1he Opera1ot's actual cosl incurred in providing sLJCh Material, in making it suitable for use, and in moving it

45               to lhc Joint Property; provided notice in writing is furnished to Non·Opetators of the proposed charge prior to billing
46               Non-Operators for such Material.      Each Non·Operator shall have the right, by so e1ec1ing and notifying Operator within
47               ten days after receiving notice from Operator, to furnish in kind all or pan of his share of such Ma1erial suitable for use
48               and accoptablc to Operator.
49
50   4.          Wamiaty of Material l'umbhed By Operator
51
52               Operator does not warrant the Material furnished.             tn case of defective Material, credit shall not be passed to the Joint
53               Account until adju!!>tment has been received by Operator from the manufacturers or their agents.
54
55
56                                                                       V. INVENTORIES
57
58   The Operator shall maintain detailed records of Controllable Material.
59
60   1.          Pcriodk Inventories. Notice: and Representation
61
62              At reasonable intervals, inventories shDll be laken by Operator of the Joint Account Controllable Material. Written notice
63              of intcntlon 10 take inventory shall be given by Operator at 1cast thirty (30) days bcfom any invca1ory is to begin so that
64              Non-Opcre.toYS may be reprc:m:ntcd when any inventory Is taken, Failure or Non-Operators to be represented at an
65              inventory shall bind Non.Operators to accept the inventory 1akcn by Operator.
66
67               RcconcUlatlon and Adjustment of lnvemortes
6S
69              Adjustments to the Joint Accoum resulting; from the reconciliation of a physical inventory sha1J be made within six
70              montm following lhe taking of the inventory. lnvem.ory adjustments shall be made by Operator 10 the Joint Acoount for




                                                                                 -8-




                                                                                                                                                          SEC 188375
                                                                                                                               \S 19a4 ONSHORE
                                                                                                                               inmended by the Council
                                                                                                                          of Petroleum Accountants

. - - - - - - - - - - - - - S o e l e t l _ • ·--~OPA~


           overages and shortages. bu1, Operator shall be held accountable only for shortages due to lack of rea.sonablc diligence.


      3.
  4
  s        Special   inventories may be taken        whenever there      is any    sale, change of interest. or change          or    Operator in the Joint
  6        Property. lt shaJI be the duty of the party selling to notify all other Parties as quickly os possible ancr the transfer or
           interest takes place. In such ca.lilCS., both the seller and the purchaser shall be governed by such inventory.    Jn cases
           involving a change of Operator, all Parties shall be governed by such inventory.

 10   4.   Expense of Conducting lnventoriCA
 II
 12        A.   The expense of conducting periodic inventories shall not be charged to 1be Joint Account unless agreed to by the
 lJ              Parties.
 14
 IS        B.   The ci1:pcnsi;: er conducting special inventories shall be charged to the Parties requesting such invmlorics, t:xcept
 16             inventories required due to change of OpCTator sh1:1l1 be charged to the Joinl Account.
 17
 18
 19
 20
 21
 22
 23
 24
 25
 26
 27
 28
 29
 30
 31
 32
 33
 34
 35
 36
 37
 38
 39
 40
 41
 42
 43
 44
 45
 46
 47
 48
 49
 so
 51
 52
 53
 54
 55
 56
 57
 58
 59
 60
 61
 62
 63
 64
 65
 66
 67
 68
 69
 70




                                                                            -9-




                                                                                                                                                          SEC 188376
                                                       EXHIBIT "D"


                                            Attached to and made a part of
               Operating Agreement dated January 15, 2010, between RAW Oil & Gas Inc., as Operator and
                                   Smith Energy Company, eta], as Non-Operators.



                                                       INSURANCE

Operator shall carry and maintain at all times the following insurance with respect to all operations under this Agreement:

a)   Insurance which shall comply with the Workmen's Compensation Laws of the State in which operations hereunder
     are conducted.

b)   Employers' Liability Insurance with limits ofnot less than $1,000,000 for each occurrence.

c)   Comprehensive General Liability Insurance with limits of not less than (i) $1,000,000 for each occurrence for bodily
     injury, and (ii) $1,000,000 for each occurrence for prOperty damage. Operator shall provide an AFE insurance
     program with coverage as follows: Premises and operations, sudden and accidental pollution, underground resources,
     products and completed operations, and blowout, cratering and explosion coverage.

d)   Automobile Liability Insurance, including owned, hired and non-hired vehicles, with combined single limits of
     $500,000.

e)   Coverages in subparagraphs (c) and (d) above shall include Non-Operators as Additional Insured.

f)   Excess Liability Coverage in excess of the coverage in subparagraphs (a), (b), (c), (d) and (e) above with a combined
     single limit for Bodily Injury and Property Damage of not less than $1,000,000 for each occurrence.

g)   All premiums on the above provided for insurance shall be charged to the Joint Account. Except as may be otherwise
     expressly provided in the Operating Agreement to which this Exhibit is attached, the Joint Account shall be charged
     with all liabilities and expenditures resulting from any claims, damages, or losses against which Operator is not
     required to carry insurance.

h)   Operator shall not be liable to Non-Operators for loss, suffered on account of the insufficiency of insurance carried, or
     of the insurer with whom carried, nor shall Operator be liable to Non-Operators fur any loss accruing by reason of
     Operator's inability to provide or maintain the insurance specified above, provided, however, that if at any time
     Operator is unable to obtain or maintain such insurance, Operator shall promptly notify Non-Operators in writing of
     such fact and Nao-Operators may obtain and maintain such insurance at their expense.




                                                                                                                         SEC 188377
                                                    EXHIBIT"E"


                                        Attached to and made a part of
           Operating Agreement dated January 15, 2010, between RAW Oil & Gas Inc., as Operator and
                               Smith Energy Company, eta!, as Non-Operators.


                                        GAS BALANCING AGREEMENT

The parties to the Operating Agreement to which this agreement is attached own the working interest in the gas
rights underlying the Contract Area covered by such agreement in accordance with the percentages of participation
as set forth in Exhibit "A" to the Operating Agreement.

Each party has made (or will make) arrangements to sell or utilize its share of the gas well gas produced from the
Contract Area. However, the respective gas markets of the parties may be limited from time to time; therefore, to
permit the parties as much flexibility as possible in meeting the demands of their respective markets, the parties
hereto agree to the following storage arrangement:

                                                       Section 1.

From and after the date of initial delivery of gas well gas from any proration unit within the Contract Area, during
any period when the market of a party is not sufficient to take that party's full share of the gas well gas produced,
the other parties shall be entitled to produce each month, in addition to their own share of production,. that portion
of any other party's share of production which said party is unable to market, or its purchaser does not take, of the
allowable gas production assigned to such proration unit by the appropriate regulatory authority having jurisdiction
in the premises or at the maximum efficient rate, if no such allowable gas production is so assigned, except,
however, that no party shall be entitled to take or deliver to a purchaser gas production in excess of three hundred
percent (300%) of its share of allowable gas production or maximum efficient rate unless that party has gas in
storage. The parties hereto shall share in and own the lease condensate (liquid hydrocarbons recovered from such
gas by lease equipment) in accordance with their respective above specified interests, upon and subject to the terms
of the Operating Agreement.

                                                       Section 2.

A party taking less than its full share of the gas well gas produced shall be credited with gas in storage on a BTU
basis equal to its full share of the total gas well gas produced, less such party's share of such gas used in lease
operations or vented or lost, and less that portion of such gas such party took or delivered to the purchaser.
Operator will maintain a running account of the gas balance as between the parties hereto and will furnish each
party monthly statements showing the total quantity of gas well gas produced, the portion thereof used in lease
operations, vented or lost, the total quantity of gas well gas delivered to market, and the monthly and cumulative
total over and under delivery of each party on an MCF and on a BTU basis.

                                                       Section 3.

After notice, any party may at any time begin taking or delivering to a purchaser its full share of the gas well gas
produced (less such party's share of such gas used in the lease operations, vented or lost). To allow the recovery of
gas in storage and to balance the gas account of the parties in accordance with their respective interests, a party
with gas well gas in storage shall be entitled to take or deliver to a purchaser its fuH share of the gas well gas
produced (less such party's share of such gas used in lease operations, vented or lost), plus a share of gas not
exceeding its gas in storage determined by multiplying (l) twenty-five percent (25%}, by (2} the interest in the
proration unit's current production (less such party's share of such gas used in lease operations, vented or lost) of
the party or parties without gas in storage, by (3) a fraction, the nwnerator of which is the interest in the proration
unit of such party with gas in storage and the denominator of which is the total percentage interest in the proration
unit of all parties with gas in storage.

                                                       Section 4.

Nothing herein shall be construed to deny any party the right, from time to time, to produce and take or deliver to
its purchaser its full share of the allowable gas production to meet the deliverability tests required by its purchaser.
 Each party shall at all times use its best efforts to regulate its takes and deliveries from the Contract Area so that
wells will not be shut in for over producing the allowable, if any, assigned thereto by the regulatory authority
having jurisdiction.

                                                       Section 5.

Each party producing or taking or delivering gas well gas to its purchaser shall pay any and all royalties and
production taxes due on such gas.

                                                       Section 6.




                                                                                                                       SEC 188378
Should production of gas well gas from a proration unit be pennanently discontinued before the gas account is
balanced, settlement will be made between the parties for gas which has not been recovered by any party from
storage. In making such settlement, if there is any party whose gas has not been recovered from storage, or a party
who has sold more than its share of gas well gas, then the amount owed (as hereinafter defined) by each of the
latter shall be forwarded to the operator who shall allocate the sum of such amounts and pay the former in
proration to the re~pective ownerships in gas not recovered from storage. The amount owed by each party who has
sold more than its share of gas well gas shall be the weighted average of the amounts received by such party upon
sale of such gas during the period or periods overproduction is accrued by such party, less base lease royalty and
taxes paid thereon; provided, however, that as to gas sold in interstate commerce by such party, such amounts shall
be based upon that portion of the rate or rates not subject to refund applicable to and collected for the volumes sold
during such period or periods by such party under orders of the regulatory body having jurisdiction which are final
at the time of such settlement, plus any additional collected amounts which are not ultimately required by said body
to be refunded, such additional collected amounts to be accounted for at such time as final determination is made
with respect thereto. For the purpose of the preceding sentence, the weighted average of the amounts received by
such party shall be determined by weighting the respective amounts received for such gas on the basis of volumes
of overproduction that accrue hereunder to the account of such party during the period for which such amount was
received. As to any gas which any party hereto may take for its own use or sell to a third party purchaser affiliated
with such selling party such sum or amount of money fur the amount of such gas thereof shall be based upon the
rate which would have been received by the under produced party as if such gas had been taken during the period
or periods of underproduction under its contract with a nonaffiliated third party purchaser, but, if the
underproduced party has no such contract, such sum or amount of money shall be based on the average rate
received by other parties hereto for their share of gas during the affected period.

                                                      Section 7.

This agreement shall constitute a separate agreement as to each proration unit within the Contract Area and shall
become effective in accordance with its terms and shall remain in force and elfuct as long as the Operating
Agreement to which it is attached remains in effect, and shall inure to the benefit of and be binding upon tb.e
parties, their successors, legal representatives and assigns.

                                                      Section 8.

Nothing herein shall change or affect each party's obligations to pay its proportionate share of all costs and
liabilities incurred in lease operations in accordance with and subject to the provisions of the Operating
Agreement.




                                                                                                                     SEC 188379
                                               EXHIBIT"G"

                                     Attached to and made a part of
        Operating Agreement dated January 15, 2010, between RAW Oil & Gas Inc., as Operator and
                            Smith Energy Company, eta!, as Non-Operators


TAX PARTNERSHIP PROVISIONS


1.    RELATIONSffiP OF THE PARTIES. This agreement shall not create any mm1ng partnership,
      commercial partnership or other partnership relating or joint venture, and the liabilities of each of the
      parties hereto shall be several and not joint. However, solely for the Unites States federal income tax
      pwposes, this agreement shall be considered as a partnership, but such relationship shall be considered as
      a partnership, but such relationship shall not be a partnership to any other extent or for any other
      pwposes.

2.    ELECTION TO REMAIN WITHIN SUBCHAPTER K. Notwithstanding anything to the contrary herein
      or in the Operating Agreement (the "Operating Agreement") to which this is also to be considered an
      Exhibit, the parties hereto agree with respect to all operations conducted hereunder:

      Each party, now having or hereinafter acquiring an interest under this agreement, agrees not to elect to be
      excluded from the application of Subchapter K of Chapter 1 of Subtitle A of the Internal Revenue Code of
      1986, as amended (the "Code"), and each party agrees to join in the execution of such additional
      documents and elections as may be required by the Internal Revenue Service in order to effectuate the
      foregoing. In addition, if the income tax laws of any state in which the parties conduct operations
      pursuant to the terms of this Exhibit or the Operating Agreement, contained provisions similar to those
      contained in Subchapter K of Chapter l of Subtitle A of the Code, !he parties hereby agree not to elect to
      be excluded from the application of such provisions.

3.    INCOME TAX COMPLIANCE AND CAPITAL ACCOUNTS

      The Operator shall prepare and file all required federal and state partnership income tax returns. In
      preparing such returns Operator shall use its best efforts and in doing so shall incur no liability to any
      other party with regard to such returns. Not less than two weeks prior to the due date (including
      extensions) Operator shall submit to each party a copy of the return as proposed for review.

      The Operator shall establish and maintain fair market ("FMV'') capital accounts and tax basis capital
      accounts for each party. Operator shall submit to each party along with the copy of any proposed
      partnership income tax return an accounting of its respective capital accounts as of the end of the tax
      return period.

      Each party agrees to furnish to Operator not later than 30 days before the return due date (including
      extensions) such information relating to the operations conducted under this agreement as may be
      required for the proper preparation of such returns and capital accounts.

4.    TAX MATTERS PARTNER

     4.1 Ooerator is Tax Matters Partner. Operator is designated tax matters partner ("TMP") as defined in
     Internal Revenue Code (Code) Section 6231(a)(7). In the event of any change in operator, the party
     serving as TMP for a given taxable year shall continue as TMP with respect to all matters concerning such
     year. The TMP and other parties shall use their best efforts to comply with responsibilities outlined in this
     section and in Code Sections 6222 through 6232 and 6050K (including any Treasury Regulations
     promulgated thereunder) and in doing so shall incur no liability to any other party. Notwithstanding
     TMP's obligation to use its best efforts in the fulfillment ofits responsibilities, TMP shall not be required
     to incur any expenses for the preparation for, or pursuance of administrative, or judicial proceedings,
     unless the parties agree on a method for sharing such expenses.

     4.2 Information requested by TMP. The parties shall furnish TMP within two weeks from !he receipt of
     the request with such information (including information specified in Code Sections 6230(e) and 6050(k)
     as TMP may reasonably request to permit it to provide the Internal Revenue Service with sufficient
     information for purposes of Code Sections 6233 and 6050K.

     4.3 TMP Agreements with IRS. The TMP shall not agree to any extensions of the statute of limitations
     for making assessments on behalf of any other party without first obtaining the written consent of that
     party. The TMP shall not bind any other party to a settlement agreement in tax audits without obtaining
     the concurrence of any such party.

     Any other party who enters into a settlement agreement with the Secretary of the Treasury with respect to


MKB/EXHG.WPF




                                                                                                                     SEC 188380
      any partnership items, as defined by Code Section 623 l{a)(3), shall notify the other parties of such
      settlement agreement and its terms within 90 days from the date of settlement.

      4.4 lnconsistent Treatment of Partnership Item. If any party intends to file a notice of inconsistent
      treatment under Code Section 6222(b), such party shall, prior to the filing of such notice, notify the TMP
      of such intent and the manner in which the Party's intended treatment ofa partnership item is (or may be)
      inconsistent with the treatment of that item by the partnership. Within one week of receipt the TMP shall
      remit copies of such notification to other parties to the partnership. If any inconsistency notice is filed
      solely because of the party not having received a Schedule K-1 in time for filing of its income tax return,
      the TMP need not be notified.

      4.5 Request for Administrative Adjustment. No party shall file a request pursuant to Code Section 6227
      for an administrative adjustment of partnership items for any partnership taxable year without first
      notifying all other parties. If all other parties agree with the request adjustment, the TMP shall file the
      request fur administrative adjustment on behalf of the partnership. If unanimous consent is not obtained
      within the period required to timely file the request for administrative adjustment, if shorter, any party,
      including the 1MP, may file a request for administrative adjustment on its own behalf.

      4.6 Judicial Proceedings. Any party intending to file a petition under Code Section 6226, 6228 or any
      other Code Section with respect to any partnership item, or other tax matters involving the partnership,
      shall notify the other parties ofsuch intention and the nature of the contemplated proceeding. In the case
      where the TMP is the Party intending to file such petition, such notice shall be given within a reasonable
      time to allow the other parties to participate in the choosing of the forum in which such petition will be
      filed. Ifthe parties do not agree on the appropriate forum, then the appropriate forum shall be decided by
      majority vote. Each party shall have a vote in accordance with its percentage interest in the partnership
      for the year under audit. If a majority cannot agree, the TMP shall choose the furum. If a party intends to
      seek review of any court decision rendered as a result of such proceeding such party shall notify the other
      parties.

      4.7 Windfall Profit Tax. The parties agree to take appropriate action under Code Section 6232(c) and
      any treasury regulations thereunder to assure that items required to compute the Windfall Profit Tax as
      imposed by Chapter 45 of the code not be treated as partnership items.

5.    ELECTIONS

      5.1 General Elections. For both income tax return and capital account purposes, the partnership shall
      elect {a) to deduct currently intangible drilling and development costs ("JDC"), (b) to use minimum
      allowable acceleration tax method and the shortest permissible tax life for depreciation purposes, (c) to use
      the accrual method of accounting, (d) to report income on a calendar year basis, and (e) dispositions of
      depreciable assets shall be accounted for Wlder the General Asset account method to the extent permitted
      by Code Section l 68(i)(4).

      5.2 Depletion. Solely for FMV capital accoWlt purposes, depletion shall be calculated by using simulated
      percentage depletion within the meaning of Treasury Regulation Section 1. 704-1 (bX2)(iv)(k)(2).

      5.3 Other Elections. Any other elections must be approved by the affirmative vote of two (2) or more
      parties owning a majority interest based on the post payout ownership as shown in Exhibit "A".

6.    CAPITAL CONTRIBUTIONS AND FMV CAPITAL ACCOUNTS

     6.1 Capital Contributions. The respective capital contributions of each party to the partnership shall be
     (a) each party's interest in the oil and gas leases committed to this partnership, and all properties
     associated with the leases, and (b) all amounts paid by each party in connection with acquisition,
     exploration, development and operation of the leases, and all other costs characterized as contributions or
     expenses borne by such party under this partnership. The contribution of the leases and any other
     properties committed to this partnership shall be made by each party's agreement to hold legal title to its
     interest in such leases or any other properties as nominee for this partnership.

      6.2 FMV Capital Accounts. The FMV capital accounts shall be increased and decreased as follows:

              (a) The FMV capital accounts shall be increased by: (i) the amount of money and the fair market
              value of any property contributed by each party, respectively, to the partnership (net ofliabilities
              assumed by the partnership or to which the contributed property is subject); (ii) that party's Sec.
              7.1 allocated share of Partnership income and gains, or items thereof; (iii) any basis increases
              required by Code Sections 48(q) and 1016(a)(22); and (iv) that party's share of Code Section
              705(a)(l)(B) and (C) items.

              (b) The FMV capital accounts shall be decreased by: (i) the amount of money and the fair market
              value of property distributed to each party (net ofliabilities assumed by such party or to which the


MKB/EXHG.WPF




                                                                                                                  SEC 188381
               property is subject); (ii) that Partys Sec. 7 .1 allocated share of partnership loss and deductions, or
               items thereof; (iii) any basis decreases required by Code Sections 48(9) and 10l6(a)(22); and (iv)
               that parties share of Code Section 705(a)(2)(B) items and Code Section 709 nondeductible and
               nonamortizable items.

               "Fair market value" when it applies to property contributed by a party to the partnership shall be
               assumed to equal the adjusted basis, as defined in Code Section 1011, of that property unless the
               parties agree otherwise in a separate written agreement.

7.    PAR'JNERSHIP ALLOCATIONS

      7 .1 FMV Capital Account Allocations. Each item of income, gain, loss or deduction shall be allocated to
      each party as follows:

               (a) Actual or deemed income from the sale, exchange distribution or other disposition of
               production shall be allocated to the party entitled to such production or the proceeds from the sale
               of such production. ln the event that deemed income arising from the in-kind distribution of
               production equals that fair market value of the production distributed to a party, the parties
               recognize that the corresponding adjustments would be net zero adjustment and accordingly, may
               be omitted form the FMV capital accounts;

               (b) Exploration cost, IDC, operating and maintenance cost shall be allocated to each party in
               accordance with its respective contribution to such cost;

               (c) Depreciation shall be allocated to each party in accordance with its contribution to the FMV
               capital account adjusted basis to the underlying asset;

               (d) Simulated depletion shall be allocated to each. party in accordance with. its FMV capital
               account adjusted basis in each oil and gas property;

               (e) Loss (or simulated Joss) upon the sale, exchange, distribution, abandonment or the disposition
               of depreciable or depletable property, shall be allocated to the parties in the ratio of their
               respective FMV capital account adjusted basis in the depreciable or depletable property;

               (£) Gain (or simulated gain) upon the sale, exchange, distribution, or other disposition of
               depreciable or depletable property, shall be allocated to the parties so that the FMV capital
               account balances of the parties with. respect to such property will most closely reflect their
               respective percentage or fractional interest under the agreement;

               (g) Costs or expenses of any other kind shall be allocated to and accounted for by each party in
               accordance with its respective contribution to such costs or expenses; and,

               (h) Any other income item shall be allocated to the parties in accordance with the allocation of
               the realization.

      7 .2     Tax Returns and Tax Basis Capital Account Allocations

               (a) Unless otherwise expressly provided herein the allocations of partnership items of income,
               gain, loss or deduction for tax return and tax basis capital accounts purposes shall be the same as ·
               those contained in Section 7. l;

               (b) The parties recognize that under Code Section 613A(C)(7)(D) th.e depletion allowance is to be
               computed separately by each party. For this purpose, each party's share of the adjusted tax basis
               of each oil and gas property shall be equal to its contribution to the adjusted tax basis of such
               property;

              (c) The parties recognize that under Code Section 613A(C)(7)(D) the computation of gain or loss
              on the taxable disposition of an oil or gas property is to be computed separately by each party. For
              this purpose the portion of the total amount realized by the partnership that represents a recovery
              of simulated adjusted basis in an oil and gas property will be allocated to the parties in the same
              ratio that simulated depletion is allocated to them under Sec. 7.l(d). Any additional amount
              realized will be allocated in accordance with the ratio of simulated gain allocation for such
              property under Sec. 7. l (£);

              ( d) Depreciation shall be allocated to each party in accordance with its contribution to the
              adjusted tax basis of the depreciable asset;

              (e) Any recapture of depreciation, IDC, and other items of deduction or credit shall, to the extent
              possible, be allocated among the parties in accordance with their sharing of the depreciation, IDC


MKB/EXHG.WPF




                                                                                                                    SEC 188382
               or other item of deduction or credit which is recaptured;

               (f) The qualified investment for investment tax crerut (if reinstated) purposes with respect to any
               property shall be allocated among the parties in accordance with their respective contributions to
               the qualified investment (as defined in the code) in such property;

               (g) For partnership property which has a value in the FMV capital accounts which differs from
               the adjusted tax basis of such property, any tax items relating to such property will be allocated to
               the parties in a manner which takes into account the variation between the adjusted tax basis of
               such property and its FMV capital account value under Code Section 704(c); and,

               (h) The income attributable to take-in-kind production will not be reflected on the tax return.

8.    DISTRIBlITION UPON TERMINATION

      8. I Termination. Termination shall occur on the earlier of the termination of the partnership under Code
      Section 708(b)(I) or the date upon which the partnership ceases to be a going concern. Upon termination
      the business shall be wound-up and concluded, and the assets shall be distributed to the parties as
      described below by the end of such calendar year (or, if later, within 90 days after the date of such
      termination). All assets shall be distributed to the parties as provided in Sections 8.2 through 8.4.

      8.2 Reversion. First, all money representing unexpended contributions by any party and any property
      where no interest has been earned in that property under the agreement by any other party shall be
      returned to the contributor.

      8.3 Balancing. Second, the FMV capital accounts of the parties shall be determined under this Section
      8.3. The Operator shall take the actions specified under this Section 8.3 in order to cause the ratio of the
      parties FMV capital accounts to reflect as closely as possible their percentage interests under the
      agreement. The ratio of a party's FMV capital account is represented by a fraction, the numerator of
      which is the party's FMV capital account balance and the denominator of which is the sum of all parties
      FMV capital account balances. Such actions are hereafter referred to as "balancing the FMV capital
      accounts", and when completed, the FMV capital accounts of the parties shall be referred to as being
      "balanced". The matter in which the FMV capital accounts of the parties are to be balanced under this
      Section 8.3 shall be determined as follows:

               (a) The fair market value of all partnership properties shall be determined and the gain or loss for
               each property which would have resulted if a sale thereof at such fair market value had occurred
               shall be allocated in accordance with Section 7 .1 (e) and (f). If thereafter, any party has a
               negative FMV capital account balance, that is, a balance less than zero, such party shall
               contribute an amount of money to the partnership sufficient to achieve a zero balance FMV
               capital account. Any party may contribute an amount of money to the partnership to fucilitate the
               balancing of the FMV capital accounts. If PMV capital accounts are not balanced, Section 8.3(b)
               or (c) shall apply;

               (b) If all the parties consent, any money or an undivided interest in certain selected properties
               shall be distributed to one or more parties as necessary for the purpose of balancing the FMV
               capital accounts;

               (c) Unless (b) above applies, an undivided interest in each and every property shall be distributed
               to one or more parties in accordance with the ratios of their FMV capital accounts;

               (d) If a property is to be valued under (a) above or rustributed pursuant to (b) or (c) above, the fair
               market value of the property shall be agreed to by the parties. In the event aH of the parties do
               not reach agreement as to the fair market value of property, the Operator shall cause a nationally
               recognized independent engineering firm to prepare an evaluation of fair market value of such
               property.

      8.4 Final Distribution. Third, after the FMV capital accounts of the parties have been adjusted, pursuant
      to Section 8.3 above, all other remaining property and interest then held by the partnership shall be
      distributed to the parties in accordance with their FMV capital account balances.

9.   TRANSFERS, SURVIVORSIDP AND CORRESPONDENCE

     9.1 Transfers. These partnership provisions shall inure to the benefit of and be binding upon the parties
     hereto and their successors and assigns. The parties agree that if any one of them makes a sale or
     assignment of its interest under this agreement, such sale or assignment will be structured, if possible, so
     as not to cause a termination under Code Section 708(b)(l)(B).

     9.2 Survivorship. Any teanination of the agreement shall not effect the continuing application of the Tax


MKB/EXHG.WPF




                                                                                                                    SEC 188383
       Partnership Provisions as necessary for the tennination and liquidation of the 1'ax Partnership.

       9.3 Correspondence.     All correspondence relating to the preparation and filing of the partnership's
       income tax returns and capital accounts shall be forwarded to:

RAW Oil & Gas, Inc.
12312 Slide Road
Lubbock, Texas 79424




MKB/EXHG.WPF




                                                                                                           SEC 188384
           MEMORANDUM OF OPERATlNG AGREEMENT AND FINANCING STATEMENT


1.0    This Memorandum of Operating Agreement and Financing Statement (hereinafter called "Memorandum")
shall be effective when the Operating Agreement referred to in Paragraph 2.0 below becomes effective, that being
January 15, 2010.

2.0 The parties hereto have entered into an Operating Agreement, providing for the development and production
of crude oil, natural gas and associated substances from the lands described on Exhibit "A" attached hereto
(hereinafter called the "Contract Area"), and designating RAW OIL & GAS, INC. as Operator to conduct such
operations.

3.0 The Operating Agreement provides for certain liens and/or security interests to secure payment by the parties
of their respective share of costs under the Operating Agreement. The Operating Agreement contains an
Accounting Procedure along with other provisions which supplement the lien and/or security interest provisions,
including non-consent clauses which provide that parties who elect not to participate in certain operations shall be
deemed to have relinquished their interest until the consenting parties are able to recover their costs of such
operations plus a specified amount. Should any person or firm desire additional information regarding the
Operating Agreement or wish to inspect a copy of the Operating Agreement, said person or firm should contact the
Operator.

4.0 The purpose of this Memorandum is to more fully describe and implement the liens and/or security interests
provided for in the Operating Agreement, and to place third parties on notice thereof.

5.0    In consideration of the mutual rights and obligations of the parties hereunder, the parties hereto agree as
follows:

          5.1 The Operator shall conduct and direct and have full control of all Operations on the Contract Area
          as permitted and required by, and within the limits of the Operating Agreement.

          5.2 The liability of the parties shall be several, not joint or collective. Each party shall be responsible
          only for its obligations and shall be liable only for its proportionate share of costs.

          5.3 Each Non-Operator grants to Operator a lien upon its oil and gas rights in the Contract Area, and a
          security interest in its share of oil and or gas when extracted and its interest in all equipment, to secure
          payment of its share of expense, together with interest thereon at the rate provided in the Accounting
          Procedure referred to in Paragraph 3.0 above. To the extent that Operator has a security interest under
          the Uniform Commercial Code of he state, Operator shall be entitled to exercise the rights and remedies
          of a secured party under the Code. The bringing of a suit and the obtaining of judgment by Operator for
          the secured indebtedness shall not be deemed an election of remedies or otherwise affect the rights or
          security interest for the payment thereof.

          5.4 The Operator grants to Non-Operators a lien and security interest equivalent to that granted to
          Operator as described in Paragraph 5.3 above, to secure payment by Operator of its own share of costs
          when due.

6.0 For purposes of protecting said liens and security interest, the parties hereto agree that this Memorandum shall
cover all right, title and interest of the debtor(s) in:

        6.1 Property Subject to Security Interests

                 (A) All personal property located upon or used in connection with the Contract Area.

                 (B) All fixtures on the Contract Area.

                 (C) All oil, gas and associated substances of value in, on or under the Contract Area which may be
                 extracted therefrom.

                 (D) All accounts resulting from the sale of the items described in subparagraph (C) at the wellhead
                 of every well located on the Conn-act Area or on lands pooled therewith.

                 (E) All items used, useful, or purchased for the production, treatment, storage, transportation,
                 manuracture, or sale of the items described in subparagraph (C).

                 (F) All accounts, contract rights, rights under any gas balancing agreement, general intangibles,
                 equipment, inventory, filrmout rights, option farmout rights, acreage and or cash contributions, and
                 conversion rights, whether now owned or existing or hereafter acquired or arising, including but
                 not limited to all interest in any partnership, limited partnership, association, joint venture, or
                 other entity or enterprise that holds, owns, or controls any interest in the Contract Area or in any
                 property encumbered by this Memorandum.

                 (G) All severed and extracted oil, gas, and associated substances now or hereafter produced from
                 or attributable to the Contract Area, including without limitation oil, gas and associated substances
                 in tanks or pipelines or otherwise held for treatment, transportation, manufilcture, processing or
                 sale.




                                                                                                                     SEC 188385
                  (H) All the proceeds and products of the items described in the foregoing paragraphs now existing
                  or hereafter arising, and all substitutions therefur, replacements thereof, or accessions thereto.

                  (I) All personal property and fixtures now and hereafter acquired in furtherance of the purposes of
                  this Operating Agreement. Certain of the above-described items are or are to become fixtures on
                  the Contract Area.

                  (J) The proceeds and products of collateral are also covered.

         6.2 Property Subject to Liens

                  (A) All real property within the Contract Area, including all oil, gas and associated substances of
                  value in, on or under the Contract Area which may be extracted therefrom.

                  (B) All fixtures within the Contract Area.

                  (C) All real property and fixtures now and hereafter acquired in furtherance afthe purposes of this
                  Operating Agreement.

7.0 The above items will be financed at the wellhead of the well or wells located on the Contract Area, and this
Memorandum is to be filed for record in the real estate record.~ of the county or counties in which the Contract Area
is located, and in the Uniform Commercial Code records. All parties who have executed the Operating Agreement
and all farmors and option farmors who have granted support within the Contract Area are identified on Exhibit A.

8.0 On default of any covenant or condition of the Operating Agreement, in addition to any other remedy afforded
by law or the practice of this state, each party to the agreement and any successor to such party by assignment,
operation of law, or otherwise, shall have, and is hereby given and vested with the power and authority to talce
possession of and sell any interest which the defaulting party has in the subject lands and to foreclose this lien in the
manner provided by law.

9.0   Upon expiration of the subject Operating Agreement and the satisfaction of all debts, the Operator shall file of
record a release and termination on behalf of all parties concerned. Upon the filing of such release and termination,
all benefits and obligations under this Memorandum shall terminate as to all parties who have executed or ratified
this Memorandum. In addition, the Operator shall have the right to file a continuation statement on behalf of all
parties who have executed or ratified this Memorandum.

10.0 It is understood and agreed by the parties hereto that if any part, term, or provision of this Memorandum is by
the courts held to be illegal or in conflict with any law of the state where made, the validity of the remaining portions
or provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if
the Memorandum did not contain the particular part, term or provision held to be invalid.

11.0    This Memorandum shall be binding upon and shall inure to the benefit of the parties hereto and to their
respective heirs, devisees, legal representatives, successors and assigns. The failure of one or more persons owning
an interest in the Contract Area to execute this Memorandum shall not in any manner affect the validity of the
Memorandum as to those persons who have executed this Memorandum.

12.0 A party having an interest in the Contract Area can ratify this Memorandum by execution and delivery of an
instrument of ratification, adopting and entering into this Memorandum, and such ratification shall have the same
effect as if the ratifying party had executed this Memorandum or a counterpart thereof. By execution or ratification
of this Memorandum, such party hereby consents to its ratification and adoption by any party who may have or may
acquire any interest in the Contract Area.

13.0 This Memorandum may be executed or ratified in one or more counterparts and all of the executed or ratified
counterparts shall together constitute one instrument. For purposes of recording, only one copy of this Memorandum
with individual signature pages attached thereto needs to be filed of record.




Names and addresses:

RAW OIL & GAS, INC.                                             RAW ENERGY, L.C.
12312 Slide Road                                                12312 Slide Road
Lubbock, Texas 79424                                            Lubbock, Texas 79424

By:                                                             By:
Name:    Joe D. Hardin                                          Name:    Joe D. Hardin
Title:   President                                              Title:   Manager




                                                                                                                      SEC 188386
SMITH ENERGY COMPANY
P.O. Box 52890
Houston, Texas 77052
Attn.: Judy Mills

By:
Name: Lester Smith
Title: President




MARK P. HARDWICK                                STEVE BLAYLOCK
P.O. Box213                                     214 W. Texas, Suite 306
Midland, Texas 79702                            Midland, Texas 79701



ELGER EXPLORATION JNC.
P.O. Box 2623
Midland, Texas 79702

By:
Name: JerrV Elger
Title:




STATE OF TEXAS              §

COUNTY OF LUBBOCK           §

        This instrument was acknowledged by me on this _ _ _ day of _ _ _ _ _ _ _ _~ 2010 by
Joe D. Hardin as President ofRAWOIL & GAS, INC.



                                                Notary Public in and for the State of Texas




STA TE OF TEXAS

COUNTY OF LUBBOCK

        This instrument was acknowledged by me on this _ _ _ day of _ _ _ _ _ _ _ _~ 2010 by
Joe D. Hardin as Manager of RAW ENERGY, LC.



                                                Notary Public in and for the State of Texas




STATE OF TEXAS             §

COUNTY OF _ _ _ _ __

         This instrument was acknowledged by me on this day of         , 2010 by Lester
Smith, as President of SMITH ENERGY COMPANY. - - -             --------


                                                Notary Public in and for the State of Texas




                                                                                              SEC 188387
STATE OF TEXAS

COUNTY OF MIDLAND                 §

     This instrument was acknowledged by me on this _ _ _ day o f - - - - - - - - · 2010 by
MARK P. HARDWICK.

                                                        Notary Public in and for the State of Texas




STATE OF TEXAS

COUNTY OF MIDLAND

      This instrument was acknowledged by me on this _ _ _ day o f - - - - - - - - ' 2010 by
STEVE BLAYLOCK.

                                                        Notary Public in and for the State ofTexas




STATE OF TEXAS

COUNTY OF MIDLAND                 §

            This instrument was acknowledged by me on this _ _ _ day of _ _ _ _ _ _ _ _, 2010 by Jerry
Elger, as                                        ofELGER EXPLORATION.


                                                        Notary Public in and for the State of Texas




                                                                                                      SEC 188388
                                  EXHIBIT"A"

                         Attached to and made a part of
          Memorandum of Operating Agreement and Financing Statement
                  between RAW Oil & Gas, Inc., as Operator and
        Smith Energy Company, eta!, as Non-Operators dated January 15, 2010



      CONTRACT AREA


TO BE DETERMINED AT A LATER DATE




                                                                              SEC 188389
             TAB I
Amended North On Point Extension
      & O’Donnell GEA
          (DX 1350)




               9 
                           GEOPHYSICAL EXPLQMTION AGREEMENT
                   N. ON POINTEXTENTION & ODONNELL PROGRAM AREA
                             LYNN AND DAWSON COUNTIES, TEXAS
  This Is anAm'1ndment dated June Jfi', :ZOJJ ofthe Original Agreementfor tht: purpose of rultli11g an
   additional!>. 75 square miles tr> the S11TVBJ' arn. This additlDn wNI nmke the total ·'"'"eJI area S9. 75
    square miles as shown below In the Exlllhit A. nle addition to the sune1 ar1111 wJll also move du!
                                       r.:arrltul well number to J.6 wells.
        This Gaopbyslcal Exploration Agn:ement {the "Aereement") dated and effective as of December
 1, 2010 (tlte "Etfeetlve Date"), Is entered into by 1111d between RAW Oil &. Gas, Jno. ("RAW''), JDH
RAW Energy, L.C~ fonnerly kuuwn as RAW Energy, L.C. ("RAW LC"), Mark P. Hardwfok
("Hardwick"), Steve Blaylock ("Blaylock"), Blger Ex.ploration,. Inc. ("Elser"), and Smith Energy
Company (''Smith"). RAW LC, Hardwick, Blaylock, and Blger 81'6 at times referred to collectively as
the "R.A.W Participants" and, together with Smith, the "Participants." The PanicipautS, RAW and
RAW LC, arc at time• referred Ill individually B$ a ~rty» and collectively as the "Parties."

         WHBRBAS, RAW proposes to conduct or puroha&ing 3-D· soismig survey covering
approximately 39.75 square milea In Lynn and Dawson Counties, Texas, as depicted on Eshibit A
attached hexeto (such lands, as the area may be amended from time lo time as provided herein, llRl
referred to herDiD as tbe "Program Area"); and
       WHEREAS, RAW intends to utilize such 3-D uismlc data and existing geologic:; data to genemte
Pro9pecti; within lbe PrograinArea; and

        WHBRBAS, Partieipa111s desire to plll'liclpate wilh RAW in the 3-D seismic survey and to
participate in Prospocts ll'nenrted within lhe 'Program Area; and

        WHEREAS, this Agreomcmt is to establish the Partios' :respective rights and obligations with
regard to pmticipation in the 1h11oting.· processing and intorpretntion of tho 3-D seismic survey, the
generation of Prospects, the ·11equ!silio11 of Leases within the Progiam Area, and the exploration,
development, 1111d produ(!lion of oil and gas :from Prospcots generated using the 3-D seismic data.                 . .. ·
         NOW, THEREFORE, in cons!dll.!lltion of the mutual covenants herein and other good au,d
valuable consideration, tho receipt and sufficiency of which are hereby 8;Cknowlc:dgod, die Parties hereto
agree llS follows:



                                          GeophWcll rroKram

1.1 Scone and Supervision or Geophysical Pnlmm. The Parties have agreed that a three-dimensional
geophysical program (tbll ''N On Point & 0 Donnell" or the "Geophysical l'rogranl") will be
conducted 8Cl'DllS the Program Area. The SQOpe and design of the Geophysical Program will be
detmnined by RAW, subject to Smith's final written approval. RAW wiTI conduct or supllfViso third
Parties in oonducting the Geophysical Program, ~nclnding ponnitting, data acquisition, processing and
intetpretation of the Data Prognun (es defined below).




CJM I 92243v.6




                                          DEFENDANT’S
                                          TRIAL EXHIBIT
                                                      1350                                                       SEC 195503
                                      __________________                                                       CONFIDENTIAL
1.2 Ownenbip and Conllden!l!lltv of Data.

                  (a) All data r111ulting fto01 the Oeophysical Program ("Program Data") shall b11 owned
                  by the Pllrties who pay for tbo eosts of the Ocophysieal Program (the "Program Data
                  Owners"); who will be repmiented in this Agreement by Smith Energy Company as
                  their agent and nominee. Notwithstanding the provisions of Article V, Smith shall have
                  the right to allow third parties to participate in Smi1b's rights and obligations llllder this
                  Agreement so long as such parties ratify Ibis Agrcmncnt and a copy of the ratlfieation is
                  furnished to RAW. All such ratifying Parties shall b11 referred to as tile "Sniith WI
                  Participants." Upon ratification of this Agreement, tho Smith WI Partieipants shall be
                  entitled to and shall bear their proportionate share of Smith's rights and obligations
                  under this Agreement, including rights as Program Data Owners proportionate to their
                  cost bearing inte1·est ill tho 3D Survey Costs.

Upon request, an Partiell shall be entitled to receive a copy of tho Program Data, inoluding all tapes and
roproduaiblos. Bnch Party shllll have the right to use the Program Data in connection with exploration and
development of the Program Area for the benefit of tho Partiea during the Tenn, as defined in Section 2.S
below, but no Party other than Smith shall have fue right to sell, trade, license or cxohanp ("I'nnsfer'')
the Prosnun Data without the prior written consmrt of Smith. Upon an approved Transfor of any of tho
Program Data, all proceeds of such sale shall be payable to and delivered to the Program Data Ownors.
Upon 11xplration of th11 Tonn; all copies of the Program Data and {if requested in writing by Smith) all
interpretations derived from the Program Data will be returned to Smith on behalf of the Program Data
Owners.

(b) D11rlng the Term of this Agreemont or so long as any Lease or Joint Operating Agreement within tho
Program Area is in force 1111d effect, each oftbe Parties shall maintain th11 confidlllltialit)' of tb11 Progrlllll
Dara; provided, however, that with prior written notico to Smith and RAW l_dentifying the proposed
recipient of the Data. each Party may furnish a copy of the rolevant portion of the Program Data to {i) tho
Parties.' lessors, to the llllrtent required under applicable Leases and/or Pcrmfts covering lands i11 tho
Program Area, (ii) such Party's bona tide conaultanlll, Bild (iii) to prospi:ctive third Party purchasers of an
interest in a Prospect. AJJY consultant or prospective purchaser to whom acaeS.!l ·IO auy portion of the
Program Data is providc:d shall enter into 11 confidDDtiality and non-competition agreement, which shall
inure to the benefit of all of the Partioa, pursuant to which such third Party shall agree to maintain th11
confidentiality of the Program Data 1111d to uso the Program Data solely for the purpose of rendering
consulting services or evaluating the Prospect, as the case may be. Tho consultant shall immediately
return the Progr11m Data upon the completion of the work for whloh the oonsulumt was engaged. The
consultant shall not be permitted to rlltaln any copies of the Program Data or any analysis of
intwpretations of tho Program Data after completion of the work for which consultant was engaged. Jn
conneetion with lhe disclosure of any pol'tion of the Program Data to a potential third-Party purchaser or
participant as permitted under this section, the Program Data shall at all times remain in the eontrol of the
Party disclosing the Program Data and no third party shall b~ allowed to copy, or to receive copies, of the
Progmm Data including tapes and/or reproducibles. Such contidontiality and non-compete agreeine11t
shall also Include an agreement at1d obligation that such consultant or prospective purchaser must offer to
the Parties at actual cnst any interest that may be acquired by such third party in lands covered by tbe
disclosed da~ within a spoclfied period, such period to be no loss than 36 1nonths after disclosure of the
data.

1.3 Coats of Geophysical Program. Smith, along with thu Smith WI Participants, will pay one hundred
percent (100"/o) of all 3D Survey Costs associated with the conduct of the G«>physical Program
(Including any additional seismic c:onduoted within the AMI and any purchased seismic data 1hat has
bem authorized in writing by Sn11th) including. but not limited to, the costs associated with three
dimonslonal ("3-D") seismic acquisition, seismic permitting ancl damages, processing, interpretation,
reproduction and any other costs associated with the Oeophysloal Program.

'F.AW has ostlmated the 3D Survey Costs for the acquisition of now 3D sci51llic data to be $32,000 per
square mile, which amount includes, hilt is not limited to (i) costs nnd expenses of acqu.iring all necessary
geopltysieal pcmnits from third parties, including landmao and brokers' fees; (ii) costs of shooting the
seismic survey, including surface damages payable to third Parties; and (iii) costs and DXpenses
usociated with processing Program Data derived from the geophysical operations on the Program Area
a11dlor merging such Program Data with other 3-D Data and other geologic data (collectively, "3D
Survey Costs"). Smith, on its own bllhalf and along with the Smith WI Participants as to their share,
agrees to reimburse RAW for 100"/o oftbe 30 Survey Costs. An invoice for the aotual 3D Survey Coats
will be prepared and submitted by RAW to Smith with a eopy to each Program Data Owner monlhly
accordiug to COPAS standards as such costs aro incurred. Smith, along with the Smith WI Participants,
shall pay directly to RAW th~ amount billed within thirty (30) days after rol)Cipt.




                                                        2
CJM 192243v.6




                                                                                                                        SEC 195504
                                                                                                                      CONFIDENTIAL
Subject to the prior approval of Smith, RAW sh1dl have the right to purchase existing 3D seismic da.111
and tbe acquisition cost shall be included in t11e 3D Survey Costs to ba paid by Smith ond the Smith WI
Particip1111ts. The. lands imaged by any purchased lD seismic data shall be conslderell llS inol11ded in the
Geophysic1tl Program.

 1.4     AcOD!sitlon. of Seismic Permits; Amendment of Program Area.. RAW shall be responsible
for acquiring sufficient seismic pennitll nr other rights to conduct the Geophysical Program, and shall
 notify Participants when it bas eompletad the aoquisitlon of suoh pennlts aad other rights. lf RAW is
unable to obla.ln seismic pennits or other rights sufficient to grant it tbe right to conduct the Geophysical
Program over ·sufficient acreago within tho Program Arca to proporly image aub6tantially all of the
'.Program Area, RAW ma,y, upon written notlco to Smith, amend the Program Area to remove acreage as
to which such seismJc ponnits or othor rights have not been obtained. Slich notice shell include e
description of the acres.go to be removed, e reasonably detailed description of the efforts made to acquire
the permits, RAW's reasons for mnoviog the acreage, PJJd a dCISCl'lption of the anticipated Impact of such
removal on the survey end Ille genoration of Prospects. With tho prior written approval of Smith, RAW
may substitute contiguous of. m1arby acreage for the ailreage so removed. If RAW desires to substitute
acreage, it shall notify Smith and all other ParticipanlB of tb11 proposed 6Ubstitutlon, ·including a
description of the acreage to be removad, a description ofthe substitute acreage, and the reasons for such
substitution. Smith shall have I0 days after receipt of sucli notico to approvo or disappl'OV(I the
substitution. Failure to respond within such 10 day period shall be deemed to be approval of the
substitution.

1.5 Contributions of tbe Parties. All Parties will participate with RAW in accomplishing the
Geophysical Program as may be niq~d ftom RAW from time 'to time. The primary responsibilities of
RAW are as follows;

                  (a) RAW sha11 be Operator of the project to be conducted pursuant to this Agniement.
                  RAW shall' eoordioate all land and geological functions, conduct the Geophysical
                  Program and oporate all wells drilling or drilled 011 each Prospect Area.

                  (b) RAW !Yill provide or supervise the land work on tho Program Area, including
                  nogotlatins add obtaining seismic options, lease options and losses, and settling surface
                  damages for conducting the Goophyslcal Program and for subsequent ei.ploration and
                  produirtion operations.

                  (o) RAW will promptly analyze and inwrpret the Program Data obtained from the
                  Oeophysical Program.

                  (Ii) RA.W will provide the geological subsurlilce expertise to integrate the Prognun
                  Data with all available geologic and well data to evaluate the Program Area including
                  ll1181yzing well logs in tbc area. and providing geological mapping ancl interpretiltion.

                  (e) RAW will provide to Participants copies of all maps and interpretations relating to
                  the 01ophysicsl Program and the Program Arca currontly available and. as developed
                  pursuant to this Agreomont.

RAW will not charge a consulting fee but will charge an overhead fee of $7,500 per month while
thini·party crews are working ln the field during the Geophysical Program conducted under this
Agreement. RAW also will be entitled to the Operator's overhead under each Operating
Agreement. .

1.6 Reuor!s; Meetings, RAW shall distribute a written report 011 the status of nil activities within the
Program Area to the Parties on 11t least a monthly basis. During the first year of the Term and thereafter
upon request by Smith, the Parties shall meet quarterly (unless waived by Smith) at a mutually agreeable
time, either in Smith's offices er by teloconference to review the Program's activities ("QuaJ'terly
Meeting"). At lrsast five (S) days prior to each Quarterly Meeting, RAW shall fUmish to Participant (l) a
written agenda listing any Prospects to bo presented at the meeting and listing other items or business to
be discussed ar tho Quarterly Meeting, and {ii} a brief written report summarizing the status of the
program's activities, including the lltatlla of seismic acquisition and processing. prospect generation,
lease acquisition, drilling operations, end other matters to be discussed at the Quarterly Meeting.      ·

1.7 Compled!>ll of the Geop!m!cal Program. The O~physical Program will be completed for
purposes of this Agreement wh1:m final processed, migrated seismic sections have boen delivered to
Pimicipants by tho third-p8J1iY seismic contractors preparing such data. RAW will use all commercially
reason11ble efforts to cornmence the field work relating to th~ Geophysi1:a! Program no later than
February IS, 2011, to have the data acquisition portion of the Geopb)•sical Program completed by May



                                                      3
CJM I !12243v,6




                                                                                                                  SEC 195505
                                                                                                                CONFIDENTIAL
      IS, 201 l 1111d to have all Program Data onaly;r.ed with the initial Prospec:I proposed to tho Parties no latur
      thanAugust31, 2011.
                                                      ABUCLEll

                                 'farticluattqn Terms and       Area of Mutual Iatenst
     2.1 Interests of the ParticlPQiats.

                       (a) RAW wlll acquire pimnits, options and Leasn in its name as nominee on behalf of
                       all Parties. RAW will then assign to oach Party its undivided interest in each Lease in
                       accordam:e with the terms of this Agrcomont. Smith and the Sml:lh Wl Participants
                       shDJI be m1titled to receive a collective 75% of 8/Stbs of all rights and interests acquired
                       wl:lhin tho Program Area, burdened only by tho royalty payable to the Lessor of each
                       Lease 1111d any othor third-party burdens in existJmoo as of the time the 1-e was
                       acquired by RAW, but without any other reduction or burden creatl'd by, through or
                       under RAW or the RAW Participants. Immediately on payment of all 30 Seismic
                       Costs, geological and laud costs for which· Smith is oblisatl'd to RAW in this
                       Agreement, Smith and the Smith WI Participants shall be antitlod to an assignm1111t of
                       their working interest, and related net revenue interest, in each of tho Leases acquired.

                       (b) RAW J..C boroby agrees to assign to each of the thl\le olher RAW Participants
                       6.25% of 8/Bths of RAW LC's rights and i~ existing under the Leases and RAW
                       LC will nrtain an undivided 6.25% of 8/8ths interost. When assignments of record title
                       to tbe l.eliscs · are made by RAW, oach of tho RAW Participants shall receive an
                       assignment of its proportionate undivldN working interest and attributable net revenue
                       interest In and to ~h Loase in whleh tho P11rtic.1ipants are entitled to receive an interest
                       pamumt to this Partioipa1ion Agl\leinDnl and the Operating Agreement.


..                     (e) Except as stated in Section 2.l(a) above, tbe interosts a&Bigned to each Participant
                       pursuant to this .Agreement 8J1I hereby expressly assigned subject to thek proportionate
                       part of all of 1he terms, COYD!lants, reve:rsionary interests and other production burdens
                       refemiced in the following:                                 ·

                      (i)     oacb Loase;
                      (ii)    the Operating Agreement refl!Tt!Jleed in Article V below; and
                      (iii)   any other third-party burdens in existence as of the time the Lease was acquired
                              by RAW.




                                                            4
     CJM l92243v.6




                                                                                                                          SEC 195506
                                                                                                                        CONFIDENTIAL
2.2 Partic!uation of th• Parties hi tae J'rospect Arp and Subs!!!lneat Wey..

                 (a) As to each woll on which RAW and the RAW Participants will receive a =ied
                 working inteiellt pursuant to Section 2.2(c) below, RAW will submit an invoice to
                 Smith for a $50,000 geological/geophysical prospect genaratioo fee 1birty (30) days
                 prior to tho proposed spud dato for ths appllcablo well. Smith (on its own behn!f and
                 along with tbe Smith WI Participsnts) will pay the fee on or before ftfteon (15) days
                 from the proposed spud date. If actual driUing operations have not commenced .within
                 IS days after the proposed spud date for any well on which a fee has beeD paid by
                 Smith, RAW shall, upon written request by Smith, immediately refund the imtire fee to
                 Smith for that well. Wh11u actual drilling operations do commence on that well, Smith,
                 along with the Smith WI Participants, shall pay tho SS0,000 fee lo RAW within 1S days
                 after the spud date. The maximum number of wells on which Smith will bl! obligated to
                 pay a pro~ feo Is one and 6/10111 (1.6) t\lgardless of 1ho number of square miles
                 actually imaged with 3D data. pursuant to tho Muy caliente Program.
                 (b) ft is understood and agrood that RAW, as Operator, will use lts commercially
                 reasonable efforts to commencD operations for tho drilling of the initial well on the fust
                 Prc>apect promptly after the :r11!1Want Leases havo been acquired, but, in any event, no
                 later than October l, 2011 lmlDSs otbenviso agreed by Smi1h. Enclosed herewith is
                 RAW's Authorization For Expenditure("AFJ!") which shows the oummt total estimated
                 costs to dril~ oomplete and equip a. well to be drilled to a depth sufficient to test the
                 Fusselman Formation of approximately 11, 100 feel RAW will submit an updatod AFB
                 for the initial woll lllld each subsequent well in accordance with Section 3.1. Jn no
                 event, without the written approval of Smtih, shall a lapse of the AFB seJ'VO to extend
                 the time within which Opmtor is required to commence opDrations for the drilling of a
                 well.

                 (c) RAW and the RAW Participants shall be collectivetY entitled to an undivided 25%
                 working interest earned to the casing point on lho first one and 611011> (1.6) wells drilled
                 widor tl1i1 A,grmnmt. The C81Tled Interest will apply to the fim one and 6110111 (l .6)
                 wells drllled anywhere on thi> Pl'Ogram Area (or in the On 'Point Program Area pursuant
                 to Section 2.2(d) below) evClll if more than one well is drilled within a single ProspDCt
                 Area. All subsequ11nt wells drilled by the Parties anywhere in the Program Area will be
                 on a beads-up basis with each participating Party paying its working Interest share of
                 the costs of subsequent wells or boing subjm to the relinquishment provisions of this
                 Agrewnimt or the non·wnsent provisions in accordance with tbe applicable Operating
                 Agreemont.                                                    •·

                 (d) The Parties acknowledge that. they have entered into a Geophysical Exploration
                 Agreement for the "Ou Point Program Area" located in Lynn and Terry Collllties,
                 Texas dated effective January 2, 201D thllt relates to a proposed 3D Seismic Survey
                 Program on approximately 4S square miles (the "On Point Agreement"). The Parties
                 also acknowledge that thoy have entered into a Geophysical Exploratioo Agreement for
                 the "Muy Calieato Program Area" located in Lynn, Terry, Hockloy and Borden
                 Counties, Texas dated effilctive January IS, 2010 that rellllos to a proposed 30 Seismic
                 Survey Program on approximatoly 45 squant miles (the "Muy Caliente Agreement").

                 (e) As to all wi>lls drilled within the Program Area, the npplfoable Operating
                 Agreemimt will provide that eech well will be subject to a easing point election at
                 which, if any Party elects not to participato in a completion, such Party will relinquish
                 and assign to the participating Parties all of ita or their leasehold interests In and to th11
                 well and the area speciti11d in the Operating Agreement, as defined for each well prior
                 to commencement of drilling on that Prospect.

In the event that any Party elects not 10 panicipate in a completion attempt, the non-consenting Party will
be subject to the provisions in the governing Operating Agteement.




                                                      s
CJM l!nZ43v.6




                                                                                                                    SEC 195507
                                                                                                                  CONFIDENTIAL
                   (l) No Party shall bavo the right to reinstatement of an interest in a well or lll)reagc
                   relinquished in accordanco with 1his Section 2.2 or in accordance with the applicable
                   Operating Agreement, whether by payment of a cash. penalty, production penalty, or
                   otherwise.

                    (g) In the event of a. "Default" by any Party, as defined and descn'bed i11 Article VU of
                    the Op11r1rting Agreement, the other Parties shall have the right to eiceroise llllY and all
                  . remedios available to the non-defaulting Parties specified in Article Vll of the
                    Operating Agreement, whioh provisions are im:orparated herein by reference.

 2.3 Payment for aud Ownership of Oil           and Gas lptmstl!. Until the first one and 6/l0111 (1.6) wells
 have been drjlled to test the Fussohnan Fonnation pursmmt to Ibis Agroement, Smith, along with the
 Smith WI Participants, shall pay all of tho costs of acquiring Oil and Gas Interests (Including any loase
 options or the exercise of any lease option) in the Program Area on the Prosp11ct or Prospects approved
 by Smith. While Smith is pl3'1ng 100% of the lease or option cost&, no lease or o~on shall be purchased
 by any Pany without tbe prior approval of Smith. Afuir the first one and 6/1 O' (1.6) wells have been
 drilled, the costs of acquiring any additional Oil and Oas Interests (lnoluding bonuses, delay rentals, lease
 extensions or shut in paymcmts relating 10 leasos) in tho Program Azea thoreaftor shall bo borne by 1he
 Partle5 who own an interest in tho appUcable Prospect Area in the proportions set forth on Exhibit B,
 Column D, attached horeto. · If a Party does not pay its share of Leuo obligations and costs when due,
 that Party will relinquish all ofits intcrost in that Loase or Oil and Gas lnterest.

 All Oil and Gas lotorests shall be owned by the Parties In the percentage interostll sot forth on :&blbit B,
 Column D, except as such undivided interests may be modified by the operation of Sections 2.4, 2.S, and
 3.4 hereof or by non-payment of Lease cost obligations.

 2.4 Delny Rentals and Shut-In Roya!des, At any time any d1:1lay reota.\s, Shut-in royalties, Lease
 extension paylllOllts or other sums (''Rentals'~ necesslllY to perpetuate any 011 and Gas Interests becomes
 duo and owing (whether or not prior to ono and 6/10111 (1.6) wells having been drilled), RAW shall pay
 such Rentals and invoice all other Parties for their proportionate share thereof. Each Party agrees to pay
 its proportlonatc share (as detennlned by Exhibit B, ColllllUl D, or the Pmty's participation percentage in
 that P~eet, if different) of such Rentals within fifteen (15) days of ~ipt of an invoice therefore.
                                                                                                                       ..
 RAW shall have no l!abiley to the other Partios hereto for fai111r11 to pay such Rentals when due provided
 RAW has auted in good faith.

  2.5 Area ofMutnal mterest and Tenn. Tho Parties have agreed to and do hereby establish an Area of
  Mulual Interest ("AMI'? which shall encompass all lands located within tbc Program Area as depicted on
  the plat attached hereto as Ell:hibit A together with all lands locatld within one-half mile of the exterior
  boundaries of the Program Area. The AMJ sball remain in foroo fur a period often (IO) years from the
  date hereof, unlB$S sooner terminated by tho Parties (the "Term"). Upon l'JXJliration of the 10-year term,
  this Agreement shall 1enninate; provided that the obligation to !'Glum the Data and other information (if
. requested) under Section 1.2(a) shall survive termination of this Agreement. Should any Party own on
  the date hereof, or acquire 111 any time durl11g the Tenn, an Interest in (I) a Jeaso covering lands, any part
  of which are located within the AMI or (ii) an option or a farm.in covering lands any part of which are
  within the AMI (an iotorest so owned or acquired Insofar and only iJJSofar as it covets lands within the
  AMI being horoio called an "Aequired Interest"), such Party (the "Acquiring Party") shall promptly
  notify the other Panies, in writing. af such acquisition, tho consideration paid or to be paid for the
  Acquired Interest, any other obligations (including. without limitation, drilling obligations) undertaken or
  to be undortaken as a part of such acquisition and aoy other terms of such acquisition. Each of the
  Parties shall, within thirty (30) days after the receipt of such notice, notify thll All<]uiring Party in writing.
  whother or not it wishes to participa~ in such aoqui5ition; provided that failure of a Party to respond
  within the timo and in the manner sot forth above aball b1:1 deemed an election l!Q1 to participate in such
  acquisition.                                                                            ·

 2.6 Effect of Election ·to Partic!vate. Should a Party elect to participate in an acquisition of an
 Acquired lnter11St, such Party sball be assigned its proportionate part (being the pcrceatagc specified for
 such Party in tho table set forth in Exhibit B) of the Acquired lntesost by tho Acquiring Party, and shall
 upon receipt~ such assigi1ment, pay, or to the extent not yet due, agree to pay when due) i1s part of the
 direct costs incurred by the Acquiring Party in making such acquisition and agrees to assume its
 proportionate part of llllY other obligations which aro undertaken as part of such acquisition. If the costs
 or obligations relate to the lands outside the AMI as well as to lands inside the AMI, such costs and/or.
 obligations shall be allocated between such areas on an acroage basis. Lease acquisition costs sholl be
 paid in accordance with Section 2.3 above. If less than all of the Parties elect to partioipllle in such
 acquisition, tho proportionate parts for the Parties electing to participate shall, IUlloss the Parties agrlllling
 to participate agree otherwise, bo the percentage detennlnod by dividing. for each participating Party, tbe
 proportionate part otherwise applicable (if all Parties bad participated) to spch participating Party by the



                                                          6
 CJM 192243v,6




                                                                                                                         SEC 195508
                                                                                                                       CONFIDENTIAL
 totnl proportionate parts for all participating Parties, provided, however, that in no event shall    11.   Party
 electing ID participate be required to participate for a percentage greater than that set forth for such Party
 on Exhibit B heroto.

 2.7 Exercise gf Options. Shttuld any Part.Y propose to eitorcise an option to lease with respoct to some
 or all of the lands covered ?hereby, it shall notify the other Parties in tho same manner provided for in
 Section 2.S above with respoct to acquisitions of Acqulred Interests and each such other Party shall elect
 to participate or to not participate in the exercise of such Option in the same manner as pr1>vided in
 Section 2.5. The effoctlve elections to participate in such an exercise of an Option and tho payment of
 costs and the ownership of interosts in.the lease acquired pursuont to S11ch exercise, shall be handled in
 the same manner provided in SectiDllS 2.3 and 2.4.



                                                AR'fICLElI!
                                  Prgspect Designation apd Participatjon

 3.1 Prospect Designation. Upon completion of the intwpretation of the Program Date., RAW will
 delineate proposed Prospeots for exploration and doVBlopment within the Program Area and distribute to
 each Party a list and description of each proposed Prospect. The Parties wm then meet and RAW will
 m1lke a p.n::sentation on ellCh Prospect, including (I) the proposed· location for tl1e initial well on 1ho
 Prospect (and the date by which drilling of such initial well is anticipated to be commenced and an ·AFB
 110vering lhe estimated oosts of drilling and completing such initial woll), and (ii) the acreage which
 RAW would include in the Prospect Area. The acn:age proposed to be included in a Prospect shall nllt
 inolude any acreage included in any other Prospect Area. The Parties will aUenlpt to agree on tho
 Prospect and the Prospect Area to be included i.sJ each Prospect in accordance with Sections 3~2 and 3.3.
 Notwithstanding tho above, in the event the Parties do not reach agtecment as to the Prospect Area for
 any Prospect within 60 de.ya atmr the Initial Prospect proposal, Smith shall have the right to make the
 final deoislon as to the delineatiDll of the Prospect and the Prospect .Area. The Parties shall document.
 their participation percentages in writing in Exhibit A to the Q~ting Agreement for that Prospect Area
 end from that point forward each Prospect Area shall be governed by a separate Operating Agreement in
 the fonn of Exhibit C in accordance with Article IV. The Parties acknow\edgei that they may acquire
 Leases or participation rlghl!l by fann·in or otherwise as to lands that are subject to an existing tbird-
 party opemting agreement fn that event, the Parties will tlllce the actions neceslillry to harmoni:zc 1he
 operating agreements to the eictent reasonably practical, but tho Operating Agreement contemplated by
 !his Agreement wm govern as betweon the Parties in the event of conflict.

 "Prospecf' shall mean the> area included in a geologic structural or stratigraphic trap or onclosuro which
 based on available data is reasonably belillVed to have tbo potential for llCllUmulations ofhydroearbons in
 commercial quantities. "Prospeet Area" means all lands within a oontiguous geographical area (not
 including lands within the Prospect Area for another Prospect previously designated pursuaut to the
 terms of this Agreement) which are believed by tho proposing Party to contain all of the Prospeot; it
 being undemood that a Prospect Area shall include all depths witbin the contiguous geograpbioal area so
 identified.
3.2 Proposf!)a by Parties for Prospects. After the meeting deic:ribed in Section 3, I above (or, if such
meeting does not occur within thirty (30) days of the completion of the interpretation of the Program
Data, then at any time more than 45 days after the i:ompletion of the ioterpre!Qtion of tho Program Data
by RAW) any Party may propose that a portion of the Program Area be designated as a Prospect by
giving written notice to the other Parties c:D11taining the 88111111 infonnailon described in Section 3.1. The
Prospect and Prospect Area will be detormined in the s&n1e manner specified in Section 3.1.

 3.3 Response to a Prosueet Proposal. Eacb Party desiring lo participate In a Prospect proposed undor
 Section 3.I or Section 3.2 shall notify RAW. in writing, within thirty (30) days after receipt of such
 proposal of its election regardiug participation in the proposed Prospoct and stating whether or not such
 Party agre11S with the acreage being proposed for inclusion in the Prospoct by tho proposing Parties. An
·election to participate in ii. Prospect which contains no swemcnt as to wllethor the Party agrees with the
 acreage proposed for inclusion in the Prospect Area shall be deemed agreement to the acreage proposed
 fur inclusion in the Prospect Area. A Party who elects nttt to pllrticipate in the Prospect and who
 disagrees with the acreage proposed to be included in the Prospect Area shall give notice of such
 disagreement to all Parties within the time 811d in the manner provided above for elections to participate.
 A Party failing to !'llllpond, within the time and in the manner provided above, to a proposal for a
 Prospect, or a Party responding and electing to not participate in a Prospect but uialting no statement as to
 whether it agrees witb the acreage proposed to be included in the Prospect will be deemed to have elected
 not to participate in the Prospect and to have agreed lo the acreage proposed to be inchidod in the



                                                       7
CJMl!l2243v.6




                                                                                                                       SEC 195509
                                                                                                                     CONFIDENTIAL
Prospect Arca. If no otlier Party eleots to join the proposing Party bt creating a Prospect, tbon the
proposing Party may develop the Prospect Arca for such Prospect fur !ts own aecown at its own oxpense
aud the terms of this Agreement (other than the tenns relating 10 remctions and owndlip of the
Program Data wbioh shall apply) shall not apply to the Prospect Area for that Prospect.
3.4 !,{efinaulshment of Interesl!! l!y Non-Parfklpating Parties· lf a Party agrees, or elects (or is
deemed to have elected) not to participate in a particular Prospeet Arca, 1hon sucb. Party shall relinquish
all right, title and il!tOrost ln such Prospect Arca without any right of reimbursement for com incurred up
to the relinquis.hment dato (including, wlthour limitation, rights under leases, options or fium·ius insofar
as they cover the Prospect Area, oveniding royalty interests, i;mled inl=rosts and backin imerests) to the
Parties electing to participate in such Prospect Area in proportion to the percentages In which such
participating Parties panicipate in such Prospect Area. If the initial well is not commenced on such
prospect wlthin \ 80 days after lhe date the Prospect Area is finalized, ll new Prospect proposal shall be
required and the non-participating Parties shall onco again have the right to participate in 'that Prcspect in
BCQOrdance with the procedures in this Agreemeot



                                               ARDCLEIV
                                                 Oqerat!on9

4.1 prilllng Ooeratiqns. All operatlona on each ProSpllCI Atea, commencing with tho establishment of
such Prospect Ana, shall be governed by a separate operating agrcoment (''Operating Agreement") in
the form attaobed hereto as Exhibit C (wi11t appropriate jnsertlons and exhibits reflecl:ins the agreements
hereunder on the Prospeot Area, participation pereentages and Initial well), and this Agreement shall no
longer have any application to suoh Prospect Aroa. except with respect to the owne111hip of Program Data
as provided for in Section 1.2 above and except for mattllrs provided for in this Article IV.

4.2 Operator. It is agreed 11Dd llllderslood that RAW shall ba designatod as Operator in the Operating
Agreement eucuted for each Prospect Area in which it participates. AB to any 'Prospecrt Area in which
RAW has elected not to participate, Smith shall dosignate an oporator of said Prospect Aroa.

4.3 AMI (or Prospect Area. Commencing with the eslablislun1111t of a Prospect Arca, such Prospect
Are• shall from thllt time forward no longer be s11bj L1Ct to the AMI provided for in Article ll and shall
thereafter bo considered covered instead by a new Prospect Area specifi11 AMI. The new AMI shall (i)
be binding on all Parties (whether or not they participated, or had rights to participate in such Prospect
Area), (ii) coosist of such Prospeet Area, (lii) remain in effect until the later to occur of the Term of this
Asfeement o~ the date the Operating Agreement for such Prospect Area tenninates, and (iv) be govem~d
by the same temts sot forth in Seotions 2.3 and 2.4 except that the tmn proportiot\ or proportionate part
(as such tenn is used in Section 2.3 or 2.4) shall mean the percentages In which the Parties participate in
such Prospeot Area. Any portion of the Propn Area not included in a designmd Prospect Area shall
continue to bo subjeot to tho AMI provided for in Article D.

4.4 LlmUgtlon on Number ofAFE's. The Parties agree !hat during the first 12 months of the Tenn no
more than three (3) active woU proposals and AFE's shall be outstanding at any one timo under tills
Agieement and the On Point Agreemciit, on a oombined basis.

4.S Exptcise ofOptlom In Prospect Area. With .respect to eacl1 Prospect Area, an option to acquire oil
and gas lnteresta to the extent it covers such Prospect Area, may be OlCercised by any Party owning an
interest therein i11Sofar as such option covers land within a Prospect Area. The leases acquired by such
eic:ercise shall be owned and, subject to Se1:tion 2.2 abovco, paid for by Ibo Parties participating in such
Prospect Area in the proportions In which they participllled in that Prospect Area. It is recognized that
some options may limit the number of times they may bo exercised, and, in sueh event, several Prospect
AreM may have to be combined in a single exercise of such an Option (and such exercise may have to be
dofcncd until such a consolidaled l!Xlll'Cisc is practical).

                                                ARTICJ..EV
                          Restrictions on Transfen and Bi9t or Flnt Refusal

S.1 General Restriction on Transfer. Elwopt as othmse provided in Section 1.2 with respect to
Smith, no Party, ettltcr directly or through an Affiliate, may transfer or acquire any lease, royalty,
overriding royalty or other interest of any 1)tpe in tbe mineral estate or any petroleum exploration or seismic
license (individually and collectively an "!!!W:m"), or participate in tho acquisition of any Interest from
a third party holding any Interest, which Interest ls located pertilllly or entirely within the Program Area,
other than In accordance with tho provisions of this Agrel'!llent and the applicable Operating Agreement,


                                                       8
CJM 1!12243v.6




                                                                                                                    SEC 195510
                                                                                                                  CONFIDENTIAL
        if any.

        S.2 Pref81'1!odal Right to Purchase. As long as Smith Enargy owns an lnterat In the Progt8lll Area or
        in a Contract Area under Bil Operating Agreement, th11 Parti111 horoby grant to oach other a prefer1111tial
        right to pWQ!Jase all or any p11rt of a Party's ln1:etest in 1bis Agreement or in the lands subject to the
        applieablc Opmting AgreelllDDt which is to be Tr1111sferred to any third party otber than a Permitted
        Assignee. all as defined below. This preferential right to purchase under this Agreement shall no longer
        apply to any Party ofter Smith has transferred all of its rigb1s 1111der this ~11111ent and shall no longer
        apply as to a Contract Area governed by an Opmating Agreement after Smith has transferred or
        relinquished all of its rights to the lands in the Contract Area governed by that Operating Agreement.

                         (a) If any Party desires to Transfer, as defined below, its Interests, DI' any portion, in
                         this Agreament or tho AMl (a. "Transferor Party(lea)'?, Transferor Party(les) must
                         first provido written notico of such Intent to tho othOf Parties. If the proposed Transfer
                         is to a Permitted Assignee, the non-transferring Parties shall not have a Right of First
                         Refusal as to that Transfor. lf the proposed Transfer is to a person other than a
                         Permitted Assignee, as defined below, the noil-traosferring Parties shall then have the
                         right ("Right or First ReiU.8111"), but not the obligation, to purchase lheir proportionate
                         share of the offered portion of the Intmsats pursuant to tbls panigraph. The mm·
                         Transferor Parties shall have thirty (30) days from receipt of such notice within which
                         to detennine whether it or they elect to purchase the of&red Interests. If the Jll'Oposed
                         Transfer is to 11 Permitted Assignee, the non-Transferor will not have a Rigb1 of First
                         Refusal but tile Permitted Assignee must ratify this Agreement and the applicabl11
                         Operating Agreement nnd the Transferor shall be jointly and severally liable for all
                         llablllties and obligations of the Permitted Assigneo undDr this Agrooment and 1he
                         Operating Agreement. "Transfer" means any sale, lease, conveyance, gift, transfer,
                         ex\lhange, assignlllOllt, disposition by will or inberitance or other disposition of (or any
                         agreement or ammgement to sell, lease, convoy, gift, transfer, exchango, assip, or.
                         otherwise dispose of) all or llllY portion of the Transferor Pal11es' Interests in 1111)'
                         manner, directly or Indirectly, whether for money, othDr consideration or otherwise.
. •,.                    ''Permitted A11ipee" means: (w) a spouse, descendants or relative of the Transferor
                         Party; (x) the spouse, descendants or relative of the controlling pemon of a Transferor
                         Party or the spouse, descendants or relative cif a llllUlllgeI of a Transferor Party; (y) a
                         legal cmlity including but not limited to any Trust, panncrship, or company controlled
                         by the Transferor Party or by tho spouse, descendants or relatives of the Transferor
                         Party; and (z) any employee, consultant or person under contract to 11 Transferor Party
                         (or any Trust, entity or partnership owned by such person).
                         (b) If the Ttansfer contcmpl11ted by section S.2(a) above results from a bona fide offer
                         to purobasc fi'om a third party, exercise of the non-Tnmsferor Parties' Right of First
                         Rpfusal shall be based on the aame terms and oond!tions as the third party offar. If the
                         Tl'llDsfer contemplated by section S.2(a) above is not tho result of11 bona fidc third party
                         offer, the non-Transfuror and tho Transferor Parties shall attempt to agree upon 11
                         purehaso price for the T11111sfcrred Interests. Jn the evellt the Parties fail to agree upon a
                         purchase price for the Tnmsfllrred Interests within km (10) days after exercise by the
                         non-Tr1111sferor Parti1111 of their Right of first Refusal, tbDJJ the Transforor Party shall not
                         be allowed to Transter the Trunsferrcd Interestto the third party and the Non-Transferor
                         Party sball not be entitled to purohase the Transferred Jnt111eat. If a bona fide offer to
                         purchase is subsequently received or 11 price is established for thc Transferred interest,
                         1be provisions of this Section S.2(b) &hall be followed as to the new offer or price. The
                         provisions of Article V shall apply to any future Transfer by the Transferor Party and to
                         any successor to the Transferor Party.
        5.3   ~·Any Party shall have the right to arrauge its own financing          for any wells or othDr projects to
        be conducted on one or more Prospoct Areas without any obliglllion to provide, or assist this other in
        obtaining, similar fm1mclng. No Party shall oncumber the rights and interests of any other Party in a
        Prospect Area. A Party shall have the right to plcdg-e, mongago or encumber all or any part of its Interest in
        one or more Prospect Areas without triggming a Right of Fir.It 'Refusal under ArtfcJc V; provided that any
        pledge, mortgage or encmnbrance will be subject to the followii'lg restrictions and conditioos:

                         (a) the lender or secured party shall acknowledge in writing that the iuto.rest pledged is
                         subject to thia Agreement and the Operating Agreement;

                         (b) t11e document creating th11 pledge or 811Qumbrance must expressly state that upon
                         forecloswo on the pledged interest, the lender or secured party will receive the pledged
                         interest subject to this Agreement and the Operating Agreement; and



                                                               9
        CJM I!l2243v.6




                                                                                                                              SEC 195511
                                                                                                                            CONFIDENTIAL
                  (~)   prior to any subsequent Transfer of the interest by lhe lender or secured party, the
                  lender or secured party must comply with the procrdures set forth In Section 5.2(b) and
                  the other Partias shall have the Right of First Rotil$11l .se! forth in Section S.2(b).

5.4 Tag Along Rigb!J. Jn the event Smith lntmds to sell all of its rights under this AgrCOlllcnt to a third
party, Smith shall provide written notice to the othlil' Parties of the lntlindlld sale. When the intended sale
tel'lllS are established, Smith shall outline th11 intonded terms to all Parties. Each Party will have 1h11 right
and option for fifteen (15) days aft1:11 reoeipt of the intended sale terms to elect to sell its Interest along
with the interest of Smith so long as the pUIVhaser of Smith's intmst agrees to purchasu the additional
Party's(ies') interest(s). Smith shall have the solo all1hority to negotiate the tenns of the sale and the
other Parties will have the election to sell or not to sell on tho samo torms a8 nogotialod by Smith. The
tag along rights gnmtlld in Ibis Section shall not apply lo a sale by Smith of all its interest in a Contract
Area governed by an Operating Agteem1111t.
                                                 ARTICLE VI
                                                 M!mlellaneoos

6.1 E!ecilons. Bat:b Party to thi$ Agreement has the right to make soparate and Independent elections
regarding all aspects of tho Agreement, including but not limited to Acquired lntm:sts and well
participation.                                                     ·

6.2 ~. All notices and other' communications required or permitted under this Agreement shall be
in writing and unless otherwise speaifiaally provided, shall be delivered personally, or by wail, tolecopy
or delivery service to the addresses set forth below the signatunls of the Parties and shall be considered
doliveted upon tbo date of receipt. Ellllh PIU'ly may specify as it.s proper addiess, any other post offico
address within the continental limits of tho United States by giving notice to the othei' Pertills, In the
manner provided in this section, at least ten (10) days prior to 1he effective dato of auch change of
address.

6.3 Np PartnerahiD• The liabilities of the Parties hereunder &ball be several, not joint or collective.                       .   :'..
Each Party shall be liable only for its cost bearing share of all liabilities and obligations arising under this
Agreemont as set forth OD Exhibit B hereto AND BACH Party's share of 1he liabilities and obligations
arising under any eppli~le Operating Agreement as sot forth on ·the .Exhibit A to the applicable
-Operating Agreement It is not the intention of the Parties to cicate, nor shall this .Agreo.ment be deemed
as creating a mining or other partnership or ass~iation or to render the Parties liable as pu'tners.

6.4 Internal Revenue Code.Election· The pro\llsions of ArtielelXofthe form of Operating Agreement
attached beroto shall constitute the agreement between tbe Parties regarding applicable provisions of the
Internal Revenue Code.
6.S Eq[oreement. .· Should any Party hereto be forced Ill resort to legal action to enforce tho provisions
hereo~ the prevailing l'IU'ly shall be cntitllld to roasonable attorneys' fees and all eourt costs incurred in
&nch legal action. The Parties agree that the c11;clusive VClllue for all disputes arising under this
Agreement shall be in. Harris County, Texas.

6.6 Jl1!!, No Party warrants title to interests it is contributing to the Progrmn Area except by, through
and under itself, aod not o1bmvise. Each Party agrees to furnish to the other Parties any title data in its ·
possession or available to it.

6,7 Mult!P1j! Co!ll!teiparts. Thi& Agreement may be executed in any number of counterparts, nooe of
which nellds to be executed by all Parties, and shall be binding upon each Party executing such a
cowite1part as if all Parties had executed the same Instrument.                  •

                        [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




                                                        10
CIM 192243v.6




                                                                                                                      SEC 195512
                                                                                                                    CONFIDENTIAL
                EXECUI'BD to be effective as of the Bffi:ctive Date,
                      A.a.Amended as of June 1s11t, 201 l




                             :w~~~·
                             ~==!\-~·
                             JDH RAW l!NBRGY, L.C.




                             BLOER EXPLORATION, INC.
                                                                       . ·.




                                       11
CJM 192243v.6




                                                                                SEC 195513
                                                                              CONFIDENTIAL
                EXBCUTBD to be effective as of the Effective. Dale,
                        As Amended as of J\llle 1511, 2011
                             RAW OIL & QAS, INC.


                             Br.---------~-­
                             Name: - - - - - - - - - - -
                             Title:-----------

                             JDH RAW ENERGY, L.C.


                             By=----~-~---~-
                             Name:: _ _ _ _ _ _ _ _ _ __
                             Titlei - - - - - - - - - - -


                             MARKP.HARDWICK



                             STEVE BLAYLOCK



                             ELOBR BXPLORATION, INC •

                                   . •.
                             By:~·-..,.-----------
                             Name: __________                         ~




                             Tfilo: _ _ _ _ _ _ _ _ _ __



                             SMITH SNERGY COMPANY


                             By:.......,,..--::::~~-------
                                 Lester R. Smith, President




                                          11
CJM 192243•.6




                                                                            SEC 195514
                                                                          CONFIDENTIAL
                                                   EXHIBlTA
                                 Attached to Geophysical Exploration Agremnent
                                            Dated December 1, 2010,
                                                AmDllg
                              RAW, RAW LC, Hardwick, Blaylock, Elger and Smith

              Outline and Deseription of the N. On Point Extension & O'Donnell Program Atea
                                        4sA.mendedonJune JJih. 2011


                         O'~e   following lgndf are in the N. On Point Extmlon Area>

     The followJng lands are in Lynn Co11nrn

     Section 230, EL & RR Ry. Co. Survey (640.0 ac.)

     SOGtion 229, BL & RR Ry. Co. Survey (640.0 ac.)

     E/2 of Section 234, Blk. l, L & SVRy. Co. Survciy (320.0 ac.)

     Section 233, Blk. l, L & SY Ry. Co. Survey (640.0 ac.)

     Section 227, Blk. l, L &. SV Ry. Co. Survey {640.0 ao.)

     Section 228, Blk. 1, L & SV Ry. Co. SllMly (640.0 ae.)

     Section 225, EL & RR Ry. Co. Survey {640.0 ae.)

. . Section 226, EL & RR Ry. Co. Survey (640.0 ac.)
 '
     Section 4, EL & RR Ry. Ct>. Survey (640.0 ac.)

     Section 318, Blk. 3, BS &.PRy. Co. Survey (640.0 ac.)

     Seetion319,B. S.&P. Ry. Co. Survey{647.S acres)

     Section 320, A·S2S, B. S. & f. Ry. Co. Survey (640 acres)
     Bl2 of Sec. 44, Bile. E, A-726 &A-1158, E. L. & R.R. Ry. Co. Sumy (320 acres)

     Section IS, A-322, T. T. R.R. Co. Suniey (640 acres)

     NE/4 Section 16, A-689 & A-1080 &A-J(}SJ, T. T. R.R. Co. Survey(160 acres)
     Section 2, Blk. C·42, A-1062 & A-8S8 & A-1S42, PSL Sutvey (640 acres)

     Section 1, Biie. C-42, A-1541 &A-1044, PSL Survey (640 acraa)

     Scction 232, A-960, E. L. & R.R. R;y. Co. Survey (640 ai:rcs)

     Section 231, A-J38, E. L. &: R.R. Ry. Co. Survey (640 acres)

     Section 322, A-SSS, B. S. & F. Ry. Co. SUNey (640 acres)

     Section 14, A-1137 & A-806, H. E. & W. T. Ry. Co. Survey {640 aCl'llS)




                                                        12
     CJM 192243v.6




                                                                                                SEC 195515
                                                                                              CONFIDENTIAL
                fTht following lands qre in th« O'Donnell Area}

The fonowing lllllds are In the Dawson & Ll1m Conptiea:

Section 65, Blk. 8, Bl & RR Ry. Co. SW'Vey (640.0 ac.)

Section 66, Blk. 8, Bl & RR Ry. Co. Survey (640.0 ac.)

E/240 ac. Section 68, Blk. 8, El & RR Ry. Co. Survoy (240.0 ao.)

Section 67, Blk. 8, El & RR Ry. Co. Swvey (640.0 ac.)

The ronowing laDlb are    In the Lvnn Countr:

Section 54, Rik. 8, El & RR Ry. Co. SUMly (640.0 ac.)

Section SS, Blk. 8, El & RR Ry. Co. Survey (640.0 ac.)

Section 53, Blk. 8, El & RR Ry. Co. Survey (640.0 ac.)

Ef2 of Section 52, Blk. 8, El & RR Ry. Co. Survey (320.0 ac.)

Section 35, Blk. 8, Bl & RR Ry. Co. Survey (640.0 ac.)

Semon 34, Blk. 8, El & RR Ry. Co. Survoy (640.0 ac.)

Section 41, Blk. B, El & RR.Ry. Co. Survey (640.0 ac.)

Section 42, Blk. 8, 51 & RR Ry. Co. Survey (640.0 ac.)

Section 40, Blk. 8, El & RR Ry. Co. Survey (640.0 ac,)

Scotiou 46, Blk. 8, El & RR Ry. Co. Survey (640.0 ac.)

Section 48, Blk. 8, El & RR Ry. Co. Survey (640.0 ac.)

Section 47, Blk. 8, El & RR Ry. Co. Slll'Vey (640.0 ac.)

Section 36, Blk, 8, Bl & RR Ry, Co. SW"Vey (640.0 an.)

E/2 of Section 37, Blk. 8, El & RR Ry. Co. Survey (320.0 ac.)



The following land!! are lo!l!ted in Dawson ColUlty. Texas:

Section 38, Blk. C-41, PSL Survey (640 ac.)

Section 39, Blk. C-41, PSL Survey (640 ac.)

Section 40, Blk. C-4 l, PSL Survey (640 ac.)

Section 17, Bile. 33, TWP 7·N, HE & WT Ry. Co. Survey (640 ac.}




                                                    13
CJM 192243y,6




                                                                     SEC 195516
                                                                   CONFIDENTIAL
                                                   BXHIBITB
                                Atta.abed to Geophysic:al Exploration .Agreem.~nt
                              Daled December I, 2010, as Amended June Is", 2011,
                                                    Among
                              RAW, RAW LC, Hardwick, Blaylock, Elger and Smith

                                        Oil and GM Interests Scheciulc

           A.                               B.                           C.                        D.
           bm                  Geomcal Pr02ram Costs Shan!      OU and Gas Interest       Wotking lnterC$f After
                                                                 Acquisition Cost          CUIDg Polnl on Fhit
                                                                      SbateUnt!l           l.2 Wells und In All
                                                               Pil'lt 1.2 Wells Drilled   Subseguont Qpm.tions
  Smith Energy Compllll)'                  100%                        100%•                     75.00%
   RAw on & Gas, Joe.                                                                                0
 JDH.MW'.Bnel'l!Y, L.C.                                                                           6.2S%
   Mark P. Hunlwlck                                                                               6.25%
     Stcvo Blaylod\                                                                               6.25%
  Elger llxploratlon, lo.c.                                                                      ~
                                                                                                100.00%




"'Until first one llJld 6/1 Olh (1.6) wells have been drilled to casing point


                                                                                                                        • !'..




                                                      14
CJM 192243v.6




                                                                                                                     SEC 195517
                                                                                                                   CONFIDENTIAL
      TAB J
Bad Billy Agreement
    (Amended)
      (PX 85)




         10 
                                   Mark P. Hardwick
P. 0 . Box 213                        Oil & Gas Properties                           (432) 683-3322
Midllllld. TX 79702-0213              E-mail: mark@mplrardwick.com               Fax (432) 683-3325



                                            December 17, 2010
Smith Energy Company
P.O. Box 52890
Houston, TX 77052
Attn: Mr. Lester Smith

Mr. Paul A Hardwick
1025 Martin
Houston, TX 77018

        Rl:·     Terry, Yoakum, Hockley, Lubbock & Lynn Counties Lease Acquisition Program-Bad
Billy Project Area

Dear Mr. Smith and Mr. Hardwick:

      The purpose of this Letter Agreement is to change and replace the Letter Agrcmcnt datod
November 1, 2010 between Mark P. Hardwick and Smith Energy Company.

         This letter, when accepted by each of you, will be our agreement ("Agreement") concerning the
acquisition of oil and gas leases in Terry, Yoakum. Hockley, Lubbock & Lynn Counties, Texas, within the
area known as the "Bad Billy Area" by Smith Energy Company ("Smith") for a period commencing the
date of this letter, and ending three (3) years from such date (the"Agn::ement Term"). The Bad Billy Area
is depicted on the Exhibit "A" attached to this Agreement, being a Plat of portions of Terry, Yoakum,
I fockley, Lubbock & Lynn Counties, Texas, with the outline of the Bad Billy Arca being enclosed in the
outlined and shaded area and marked "AMI Outline". The area in yellow on the Exhibit "A" is subject to
previous Agreements (N. Mound Lake, Muy Caliente, On Point & N. On Point Extcntion/O'Donnell/S.
Faskcn) and excluded from this Letter Agreement.

         Smith is desirous of acquiring oil and gas leases wilhin the Bad Billy Arca, and has agreed that as
consideration for the geologic lead, is willing to compensate Paul A. Hardwick ("Paul") by the assignment
of an overriding royalty interest in any such acquired leases, and, in consideration of Mark P. Hardwick
("Mark") overseeing the acquisition of leases, is willing to assign to Mark an overriding royalty interest in
all leases acquired within the Bad BHly Arca in accordance with, and subject to the terms and provisions
herein.

         During the Agreement Term, Mark will engage lease brokers, and other necessary field title
research and land support persons, and attempt to acquire oil and gas leases within the Bad Billy J\rca, all
such leases being owned by Smith, and with Smith paying the bonus considcrd.tion therefore, and Smith
shall pay all expenses incurred by Mark in connection with such lease acquisition. plus a day-work
brokerage fee. all such expenses and fees to be paid and reimbursed to Mark as incurred, bul in any event
within thirty (30) days of the date such expenses, or fees are incurred.




                                                                                 PLAINTIFF'S
                                                                                   EXHIBIT
                                                                                      25                    Hardwick 000214
         For any leases acquired by Smith in the Bad Billy Arca within the Agreement Term. Mark and
Paul shall be entitled to an assignment of an overriding royalty int1-Tcsl equal to one percent (I%) of cight-
eighths (8/8) for Mark. and one and one-half percent (1.5%) of eight-eighths (8/8) for Paul, proportionately
reduced. and further reduced to the extent such overrides would cause the combined lease royalty and the
overriding royalty interest burdens to exceed twenty-seven and a half percent (27 .5%).


        Leases will be acquired in the broker's names, on economic terms and parameters as approved by
Smith and the brokers shall, upon recording and payment for each such oil and gas lease, deliver to Mark
and Paul an assignment of overriding interest in the fonn as attached to this Agreement as Exhibit "B".
Simultaneously, lhe Brokers will be instructed to deliver lo Smith an assignment of each such oil and gas
lease on the form attached to this Agreement as Exhibit "C".

         If this letter correctly sets forth the terms of our agreement concerning the subject matter thereof,
please so indicate by executing one (1) original oft11is letter and returning it to the undersigned at your
earliest convenience.




AC'@D TO AND ACCEPTED THIS
___L  DAY OF-E>ECEMBER. 'rl IO                                          2-c l l




                                                                                                                 Hardwick 0002 I 5
 Muy calienl/011 Point/
Mound ua/ N. on Point
 Exttmlon/O'ponnald/
 South Faskln·EKtiuded
          Area
                                                                         EXlllBIT ~e"
                                                      Tary. Yoakum, llocklcy, l.ubbock & Lynn Cuuntics
                                               l..ca.~c Acquisition Pmgram · Bad II illy Area f.cucr Al!J"'Crncnl
                                     Bctwc~'tl Marl< I'. Hardwick & Smith Energy Coinpwiy dated Ol!Celllbcr 17. 20 I0


                                              ASSIGNMENT OF OVERRHHNG ROYAi.TV IN'ffREST


            ThL• MillJlmcnt ofOvcniding Royalty lnt~1 (thi~ "Assignment"). ~kd a.< of__ _ 2010. is made by IBrukcrJ, whn.<c
address is__ _ ___ _ _ _ __ (~ A:;.~ignor..) ta Mark r. llllfl.lwick. who:;e address is P.O. Aox 213, Midland. Tcx11.~. 7Q702 and
l'aul A. lfordwick, whose ad~< is I 025 Martin, I louston. Tcx:is. 770 IR, (collcclively herein "Assigneil").

             For and in consid=tion ofTen Oullors (SI0.00) and other i;ooJ and vulWlb!c consitk.T.1tion, the receipt and sufikicncy of which arc
hereby ocknowlcdgcd. Assigimr docs hereby GRAN'r, DARGAIN, SF.LI., CONVF.Y, ASSIGN, TRANSff.R, Sl::I' OVF.R AND DFJ.IVl<:Jt
un10 J\..;signre. an ovclTiding royalty interest ("ORr) in and lo the !.::ii;~ ns described on Exhibit "A" hereto. reference to which is hcr<l made for
all purposes ("Leases"). in.<ofar as the I.cases cover the land.~ described th<?n:in (the "I .ands") equal tu twn and onc-h:ilfperce11t (2.5%). of eight·
eighths (8/8) or all oil. gas and other mincr.il< p-oduccd :ind saved from the I.ands. ln:i: of the CO!Sls of drilling 'Ind prod~ing the simc:., to
Assignee, as follows:

            Mm r. lhurlwick                                                 40%
            l'aul A. 1lardwick                                              (.0%

             The ORI shall bear its proportionate part of ull ad valorcm. or other pmpcny Villuc tax.:s. and iL< proportionate part of WlY production
and severance laxes. but shall ulhcrwi~ be COSI free. In the cvenL \hal any of the l.cuscs cover less than 1hc full. undivided inlcre:!.1 in the oil, gus
and other mincral estate in any portinn of the I.ands. the ORI (lUtsuanl to such or the l.cas~ ~hall be proportionately reduc:cd. Further, to the
cxtClll that the ORI is, when taken in con.~idcration with the pcn:cntagc lease royalty uhligation as to any l.c:ii;c, in excess of twenty-seven and o
half [)CS"ccnt (27.S%), such ORI, as to such I.case, shall he n:duwi such lhat the talal lease royalty and ORI equal lwcncy-scvcn and a hoilr
pcn:c:nl (27.5°/o), Any suth proportionate reduction in the ORI. or reduction in the quantum or ORI provid~d for herein. ~hall be borne in the
proportion that each AssignL'C is 0$$igncd the ORI herein. The resultini: 1>CT'C11tlllc ORI created hy this Assignment llS to each of the Leases,
shall e:ttcnd to. and burden any alllClldmeiit of !iUCh lea.•=<. as well :is :my n:ncwal lease or extension thcrco[ Any new tease ncquin:d by
As..igncc. or any affiliated entity thawr. within om: (I) year of the e:itpimtim or ony of the I .cases. covering the i;;nnc owna-ship intcn:st 11S any
of the I.cases. shall be deemed a ··re11awal lcusc". a.~ tlUlt term is used hcrL~n. l1'c OR I assisncd as tu ony of the Leases may be pooled in
accordance with, and on the same basis as provided for in such l=scs. without the necessity for writlen cnnscnt by Assign"".

            Thi.• Assignment ili made subjc.:t to the follow int! mauci,;:

( 1)        The terms. provisions and conditions of the l,C3Scs: and

(2)         /\II   maucrs :ilfLocting title to the l .«ise:s aoo l Mds a.• reflected or rcaird in the official public rCCilnls or the ('nunty whac the 1.unds
            an: siluoted.

            Assignee hereby assume:; ond sh.111 he responsible for und comply with               ~ll duti~..i   and obliptiC>ns. e11:prc.'>-~ or implied.   3ri~ing   wilh
rcspcci to the I.cuso:s.

                           This Assignment shall bind und inure to the benefit of As.i.ignor 11nd A.'>.~igncc and their respective 5UCC<.'li$01'5 and a.<;.'iigns.

                           Assignor wamut~< Li Cle to c:nch Lease, by, thtough and under As.•ignor, hut not otherwise.

             IN wrrNE'iS WllF.Rl:OF, the und~-r..igncd has CJ<cculcd this iru.1rumcnt on the dale oftbc ucknowlcdgmcnt annexed h<.n1il.

                                                                             Assignor
                                                                             [Broker}
                                                                Uy:_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __
                                                                Nnmc: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __
                                                                Tille: _ __ _ _ _ _ _ _ __ _ _ __ _ _ _ _ _ _ _ __




~IATf. OF TEXAS

COUNTY 01' _ _ _ _ _ _ _ _ _ _ __,

             Thi.~   irt.trumcnt wai; acknowledged before me on this                 _ day of ____                    • 2010. hy                        as Broker. a
                               on behalfofsaid


My Commission Expires:_                                          Not:iry Public
Commission Numlx.r._ _




                                                                                                                                                                        Hardwick 000217
                                                                      EXllltffl""C"
                                                 TCIT)', Yoakum, llocklcy, Lubbock & i,ynn Countic:;
                                           l..casc Acquisition Progr.im - Bad Hilly Arca l.cttcr Agrccm~'flt
                                  IJctwccn Maril I'. llordwick & Smith F.ncriey Company dated Dcccinh<.T 17, 20 JO

                                                          ASSIGNMENT          o•· 011. AND GAS L.i:AS•:s
           This Assignment of Oil and Gas LC:JSCS (this "Assignment"), dated as of _ _ 2010, L• made by Lllil&;d. whn.•c addn::ss is
                               . _ _ ("Assi!!Jlor") tu Smith 1;ncrgy Com)'l3ny. whose address is l'.O. i}oK 52890. llouslon. Texas. 77052


          For and in consideration ofTen l>oll~ (SI0.00) illld other good and valuable c:.in.,iclL."TUlion, the reccipl 1111d sufficiency of which are
hereby acknnwlcdgcd, Assignor docs IK:rcby GRANT, BARGAIN, SEU., CONvt:v. ASSIGN, TRANSn:R, SF.T OVER AND 01:-:uv•:a
unto Assignee. subj0<."I to the terms hereof. all of A.o;.•ignor·s right., cillc and inlcn.:st in amlto the following (lhc""l.ascs");

            All of the Leases dcs"Tibcd in Exhibit" A" atlachcd hcr-cto and made 3 part hcrc.,f, as to all of the land.• cnverec.1 thcn:by (the ~1 ands").

           II is lhe intent of Assignor to convey and this Assignment h=hy canvcys lo Assignee.. sul!jcct to the conditions herein contained. all
of AS!.ignDT·s right. title. and imcrest. in and 10 the Lc:Jscs. a.• to the I.ands. rcgardlcs~ ohny cmlrs in dcsa'iplion. Wl)I inwm:cl or misspelled
namci; or any transcribeU or inl."OTTc~t nxording refCfl'lll:cs. Assisnor agrees to c•u?cutc ~'Ul!h further a.'5urancc:; as may be nco:ssary lo effccl such
intent.

            ·1nis Assignment is made ~11bjoc1 10 the following 1nu1tcrs:

(I)         'Inc Icons. provision.< and cnnditioos oflhc I .cases;

(2)         All maltt!r.; aff~'Cting title lo the Leases and J.amls a.• rcOccted nfrecortl in lhc official public record.<; of the County whm: the l.8nds
            are situated: end

(3)         Thal cettlin Assignment ofOv<:niding Roy;ilty lnt.:rc:.'\ dated _ _ _ _ _ _ • by Assignar, in favor nf Mark I'. llardwick and l'aul
            A. I lardwick. covering the Leases and I.ands.

            Assignee hereby llS.'umcs and shnll be     r~'flllnsihlc   for and comply with nil duties and obligalimL• eK~'        11r   implied. arisina with
respect tn the I.cases.

                        Thl< A1'Sig11ment shall bind and inure lo tllo benefit of Assignor and A.o;.•il7J<.'C ond their respective Sllcccssors and assigns.

                        Assignor wammts title to each l.m.'C. by, through ond under Assignor, but nut othcrwi~.

            IN WITNESS WI IER EOF. the undersigned ha.< occotcd this in~1rument on the date oflhc aclmuwlcdgmcnl :mn~xt:d hc:rnlo.

                                                                          Assignor

                                                                          !Bmkcr)
                                                            By:_ _ _ _ __ __ _ _ __ __ _ _ __ _ __ _

                                                            Nam~------------------------
                                                            Tille:_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __


                                                                ACKNOWl.t:DGM •:.NT

STATEOFHXAS
COUNTY OF _ _ _ _ _ __ _ _ _ __ ,

            This instrum011 was acknowledged before me on this _                     <lay or _ _ _ __          2010. by - - - - - · as Bruker.                11
                           on bcholfofsaid .


My Commission Expires:                                      Nn1ary l'ubl ic
Commission Number:




                                                                                                                                                              Hardwick 000218
