Exhibit 10.2


PARTICIPATION AGREEMENT


Eugene Island 31


          This
Participation Agreement (“Agreement”) is made and entered into this 27th day of
February, 2008, to be effective as of November 1, 2007 between Fidelity
Exploration & Production Company (“Fidelity”), whose address is
1700 Lincoln St., #2800, Denver, CO 80203, Ridgewood Energy Corporation (“Ridgewood”), whose
address is 11700 Old Katy Rd., #280, Houston, TX 77079, and Northstar
GOM, LLC, whose address is 11 Greenway Plaza, #2800, Houston, TX
77046 (“Northstar”). Fidelity, Ridgewood and Northstar are sometimes
individually called a “Party” or collectively, the “Parties”.


WITNESSETH:


          WHEREAS,
Fidelity owns a 100% record title interest in the following Federal Oil and Gas
Lease:


	
 

	
 

	
 


	
 

	
(i)

	
OCS-G 27905,
  covering all of Eugene Island Block 31 (“Lease”), which is more fully described
  on Exhibit “A” hereto; and





          WHEREAS,
Fidelity has offered to sell, and Ridgewood (as to 25% of 8/8ths) and Northstar
(as to 50% of 8/8ths) respectively, desire to acquire a portion of Fidelity’s
interest in the Lease, and participate with Fidelity in the exploration and
development of the Lease, subject to the terms and conditions stated below.


          NOW,
THEREFORE, for and in consideration of One Hundred
Dollars ($100.00) in hand paid, and other good and valuable consideration, the
Parties agree as follows:


ARTICLE I – GENERAL PROVISIONS


	
 

	
 

	
 


	
1.1

	
Fidelity
  hereby represents, by, through and under Fidelity only, that it owns a 100%
  record title interest in the Lease, subject only to the Lessor’s royalty and
  the overriding royalty interests described below in Article VI.


	
 

	
 


	
1.2

	
Fidelity
  hereby agrees to assign and convey: to Ridgewood, an undivided twenty-five
  percent of eight-eighths (25% of 8/8ths); and (ii) to Northstar, an undivided
  fifty percent of eight-eighths (50% of 8/8ths); record title interests in the
  Lease, subject to the terms set forth herein. Notwithstanding anything to the
  contrary in this Agreement, however, the Parties agree that if the Initial
  Test Well or substitute therefore fails to reach Objective Depth (as defined
  below) but is completed as a well capable of producing in paying quantities,
  Ridgewood and Northstar shall still have earned an interest in the Lease as
  provided below in sub-paragraph 6.1.2.







	
 

	
 


	
1.3

	
The
  following exhibits are attached, and incorporated herein by reference:


	
 

	
 

	
 


	
 

	
1.3.1

	
Exhibit

“A”          –          
  Lease and Addresses of the Parties


	
 

	
 

	
 


	
 

	
1.3.2

	
Exhibit

“B”          -          Joint
  Operating Agreement


	
 

	
 

	
 


	
 

	
1.3.3

	
Exhibit

“C”          -          Authority
  for Expenditure


	
 

	
 

	
 


	
 

	
1.3.4

	
Exhibit

“D”          -          Assignment
  Form












	
 

	
 

	
 


	
ARTICLE II – SUNK COST REIMBURSEMENT


	
 


	
2.1

	
Within
  forty-eight (48) hours after execution of this Agreement by all Parties: (i)
  Ridgewood shall pay to Fidelity a net sum of $139,375, being Ridgewood’s
  proportionate (25%) ground floor share; and (ii) Northstar shall pay to
  Fidelity a net sum of $278,750; being Northstar’s proportionate (50%) ground
  floor share; of Fidelity’s gross $557,500 sunk costs to date, including lease
  bonus, rentals and seismic costs. Fidelity shall provide Ridgewood and
  Northstar with wire transfer instructions so as to allow both Parties to make
  such payments in a timely manner.


	
 

	
 


	
ARTICLE III – INITIAL TEST WELL


	
 


	
3.1

	
Spud Date.
  Pursuant to the terms and conditions herein, Northstar, as “Operator”,
  shall, on or before April 15, 2008, commence the actual drilling of a well
  (the “Initial Test Well”) within the Lease, subject only to rig availability,
  force majeure and receipt of all required regulatory permits and/or
  approvals. Unless a delay in spudding the Initial Test Well is due to a cause
  provided for in Article 3.2 below, if the Initial Test well is not so
  commenced, then Fidelity and/or Ridgewood, respectively, may elect to
  terminate participation under this Agreement without further penalty,
  commitment or obligation hereunder.


	
 

	
 


	
3.2

	
Force Majeure Delays.
  If Northstar, through conditions not within its control (including but not
  limited to, regulatory or permitting delays, rig availability, or “force
  majeure” conditions as defined in the JOA covering the Lease as described in
  Article IV below, is unable to commence operations for the drilling of the
  Initial Test Well on or before the date set forth above, Northstar will use
  its best efforts to timely commence spudding such well following any such
  delays, but in no event shall the Initial Test Well be spud later than June
  30, 2008 due to the conditions described in this paragraph. Notwithstanding
  anything herein to the contrary, regulatory and permitting delays shall not
  include delays caused by untimely or insufficient actions by the Operator of
  the requisite regulatory applications, permits, and/or hazard surveys. If the
  Initial Test Well is not spud by June 30, 2008, then Article 3.5 shall apply.








	
 

	
 


	
3.3

	
Objective Depth.
  Northstar shall diligently prosecute the drilling of the Initial Test Well to
  a total vertical depth/measured depth of 12,300’ or a depth sufficient to
  evaluate the stratigraphic equivalent of the K-4 Lobe of the Tex W Sand seen
  at 12,070’ total vertical depth/measured depth in the Pel-Tex OCS-G 14460 #1
  well, whichever is the lesser (“Objective Depth”). The Initial Test Well
  shall be drilled as a straight hole from an approximate surface location of X
  = 1919000’ & Y = 230722’ of Block 31, Eugene Island Area, or from such
  other surface location to such other bottomhole location as mutually agreed
  upon by the Parties.


	
 

	
 


	
3.4

	
Casing Point.
  For the purposes of this Agreement, “Casing Point” is defined as that point
  in time when the Initial Test Well or substitute therefore has been drilled
  to the Objective Depth, all logging and testing contemplated in the AFE has
  been completed and a recommendation has been made by the Operator for other
  operations as provided under the JOA, to run production casing or plug and
  abandon the well.


	
 

	
 


	
3.5

	
Forfeiture of Right to Earn.
  It is agreed and understood between the Parties that except as otherwise
  provided herein, if Ridgewood does not participate in, and/or Northstar does
  not spud and participate in, drilling the Initial Test Well or substitute
  therefore to the Objective Depth as provided for herein, then Ridgewood
  and/or Northstar shall have forfeited their respective right to earn an assignment
  pursuant to this Agreement. Upon such forfeiture by Ridgewood and/or
  Northstar, Fidelity shall, within five (5) business days of receipt of notice
  by either or both parties of an election not to participate, refund back to
  the non-participating party(s) one hundred percent of the sunk cost
  reimbursement previously paid by such party to Fidelity pursuant to Article
  II above. However, Fidelity shall not be required to make such a refund if a
  party’s non-participation is for a reason other than because the Initial Test
  Well was not spud in a timely manner as provided in Articles 3.1 or 3.2
  above.






2







	
 

	
 


	
ARTICLE IV – JOINT OPERATING AGREEMENT


	
 


	
4.1

	
The Parties
  agree that the Joint Operating Agreement attached as Exhibit “B” (“JOA”)
  shall, except as otherwise provided herein, govern all operations conducted
  on the Lease. If there is any conflict between the terms of this Agreement
  and the JOA, the terms of this Agreement shall prevail. This JOA shall
  designate Northstar as Operator. 


	
 

	
 


	
4.2

	
Fidelity’s Right to Data/Records.
  Notwithstanding anything to the contrary herein, as to the Initial Test Well
  or substitute thereto: (i) Northstar shall provide Fidelity with all of the
  data and information required to be given to a participating party under the
  JOA, including, specifically, Articles 5.8 and 5.9; and (ii) all audit rights
  and rights to records applicable to a non-operator in Article 5.5 and Exhibit
  “C” (COPAS) of the JOA shall also apply to Fidelity.








	
 

	
 


	
ARTICLE V – WELL COSTS


	
 


	
5.1

	
AFE. The
  entire cost, risk and expense of permitting and drilling the Initial Test
  Well to the Objective Depth is estimated to be $5,600,000, as reflected on
  the Authorization for Expenditure (“AFE”) attached as Exhibit “C”. Subject
  to the other provisions herein, each Party’s execution of this Agreement
  shall be considered as an agreement to participate in the Initial Test Well.
  Concurrent with execution of this Agreement, the Parties agree to execute the
  JOA and AFE, and to immediately return to Northstar the executed AFE. All
  costs associated with the Initial Test Well on the Lease shall be borne by
  the Parties as set forth below and pursuant to the terms and conditions of
  the JOA and this Agreement.


	
 

	
 


	
5.2

	
Working Interest.
  Ridgewood and Northstar agree to participate in the drilling of the Initial
  Test Well on the Lease on a promoted basis by paying all costs associated
  with the drilling of said well to Casing Point, including, if applicable, the
  costs of plugging and abandonment if the Initial Test Well is a dry hole, and
  as further provided below:








	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Working Interest 

  To Casing Point

	
 

	
Working Interest 

  After Casing 

  Point/Subsequent 

  Wells and Costs

	
 


	
 

	
 

	


	
 

	


	
 


	
 


	
Northstar

	
 

	
 

	
66.66667

	
%*

	
 

	
50

	
%


	
Ridgewood

	
 

	
 

	
33.33333

	
%*

	
 

	
25

	
%


	
Fidelity

	
 

	
 

	
0

	
%

	
 

	
25

	
%


	
 

	
 

	


	


	
 

	


	


	
 


	
 

	
 

	
 

	
100.00000

	
%

	
 

	
100

	
%








	
 

	
 

	
 


	
 

	
* up to the
  following maximum gross drilling cost expenditure:


	
 

	
 


	
 

	
*5.2.1

	
if the final
  approved AFE is a turnkey contract and such Initial Test Well is to be
  drilled pursuant to such turnkey contract, then the promote will be capped at
  110% of the turnkey contract AFE to Casing Point; 


	
 

	
 

	
 


	
 

	
for the
  Initial Test Well or its substitute, and subject to the terms of Article 5.3
  below. Notwithstanding anything to the contrary herein, however, the
  disproportionate cost sharing for Ridgewood and Northstar as to the Initial
  Test Well will cease once cumulative costs and expenses for such well exceed
  the applicable amount in sub-paragraph 5.2.1, or upon reaching Casing Point,
  whichever occurs first. Any additional dry hole costs, as well as all
  subsequent costs on the Lease will be borne by Fidelity, Ridgewood and/or
  Northstar at the non-promoted percentages set forth above for its After
  Casing Point/Subsequent Wells and Costs working interest.





3






	
 

	
 

	
 


	
5.3

	
Substitute Well.
  If the Initial Test Well should encounter rock salt, heaving shale, excessive
  water flow, excessive pressure, igneous or other impenetrable formations or
  conditions at a lesser depth which would render drilling impractical and
  preclude the Parties from reaching the Objective Depth, then in such event
  Northstar and/or Ridgewood shall have the option for thirty (30) days
  following abandonment of said well to commence the actual drilling of a
  substitute well, to be located and drilled in such a manner as to achieve the
  same exploratory objective as attempted in the Initial Test Well. If timely
  commenced, this substitute well shall be treated for all purposes in this
  Agreement as though it was the Initial Test Well. Northstar and/or
  Ridgewood’s cumulative promoted cost on the Initial Test Well and any
  substitute well(s) shall be limited to the maximum drilling cost expenditures
  provided in the final AFE described above in Article 5.1, as limited in
  Article 5.2. All subsequent costs within the Lease shall be borne by Fidelity,
  Northstar and/or Ridgewood at the non-promoted percentages set forth above
  for After Casing Point/Subsequent Wells working interest.


	
 

	
 


	
ARTICLE VI – EARNED ASSIGNMENT


	
 


	
6.1

	
Depending
  upon whether or not the Initial Test Well is drilled to the Objective Depth
  and subject to each such party’s satisfaction of all terms and obligations
  set forth in this Agreement, Fidelity shall execute and deliver to Northstar
  and Ridgewood respective assignments of interests in the Lease, as follows:


	
 

	
 


	
 

	
6.1.1

	
Record Title.
  Within five (5) business days following Fidelity’s receipt of written notice
  from the Operator that the Initial Test Well or substitute thereto has been
  drilled to the Objective Depth, Fidelity shall execute and deliver to
  Northstar, as to fifty percent of eight-eighths (50% of 8/8ths), and to
  Ridgewood, as to twenty-five percent of eight-eighths (25% of 8/8ths), an
  assignment of their respective record title interests in the Lease, said
  assignment(s) to be on the form of assignment attached hereto as Exhibit “D”;
  or if the Initial Test Well or substitute thereto was not drilled to the
  Objective Depth because of the same mechanical problems as those cited above
  in Article 5.3, then,


	
 

	
 

	
 


	
 

	
6.1.2

	
Operating
  Rights. Within five (5) business days following Fidelity’s
  receipt of written notice from the Operator that the Initial Test Well or
  substitute thereto has been drilled to a depth shallower than the Objective
  Depth and completed at such shallower depth as a well capable of producing
  oil and/or gas in paying quantities, then Fidelity shall execute and deliver
  to Northstar, as to fifty percent of eight-eighths (50% of 8/8ths), and to
  Ridgewood, as to twenty-five percent of eight-eighths (25% of 8/8ths), an
  assignment of their respective operating rights interests in the Lease as to
  those depths from the surface down to 100’ below the stratigraphic equivalent
  of the deepest sand or formation placed on production in that well, said
  assignment(s) to be on a mutually agreeable operating rights assignment form.







	
 

	
 

	
 


	
6.2

	
The
  assignments provided for above in sub-paragraphs 6.1.1 or 6.1.2 shall be
  effective as of the actual spud date of the Initial Test Well, and shall be
  subject to and Northstar and Ridgewood agree to bear their proportionate
  share of:


	
 

	
 


	
 

	
6.2.1

	
the existing
  lease royalty under the Lease;


	
 

	
 

	
 


	
 

	
6.2.2

	
a one
  percent of eight-eighths (1% of 8/8ths) overriding royalty interest under the
  Lease, effective May 1, 2006, to David R. Wood, being the consultant who
  generated the Lease prospect; and


	
 

	
 

	
 


	
 

	
6.2.3

	
a two and
  one-third percent of eight-eighths (2.33333% of 8/8ths) overriding royalty
  interest under the Lease to be reserved by Fidelity in the earned assignments
  to Northstar and Ridgewood; 


	
 

	
 

	
 


	
 

	
thus, delivering to Northstar and Ridgewood a
  proportionate eighty percent (80%) net revenue interest in the Lease.






4






	
 

	
 

	
 


	
6.3

	
MMS Approval.
  The assignments provided for immediately above from Fidelity to Northstar and
  Ridgewood are subject to the Minerals Management Service’s (“MMS”) approval
  and Fidelity will not be liable for any damages or loss of opportunity to
  Northstar or Ridgewood if the MMS fails to approve the assignment(s) due to
  an action caused by Northstar or Ridgewood. Northstar and Ridgewood agree to
  execute any necessary documents and take all other actions reasonably
  necessary, if any, to assist Fidelity in obtaining MMS approval.


	
 

	
 


	
ARTICLE VII - CONTINUOUS DRILLING - ADDITIONAL WELL


	
 


	
7.1

	
If the
  Initial Test Well or substitute thereto is not drilled to the Objective Depth
  but said Initial Test Well or substitute thereto is completed in a shallower
  zone as a well capable of producing oil and/or gas in paying quantities and
  earned an assignment of operating rights pursuant to sub-paragraph 6.2.1
  above, then Northstar and/or Ridgewood shall have the option to maintain
  their respective rights under this Agreement to earn the record title
  assignment provided for above in sub-paragraph 6.1.1 by commencing the actual
  drilling of another well within 180 days after release of the drilling rig
  from the preceding well (“Additional Well”). The Additional Well shall be
  drilled to the same Objective Depth or deeper, if proposed and in the manner
  and subject to the terms and conditions as for the Initial Test Well. If such
  record title assignment rights are earned, then the applicable Parties agree
  to make those assignments and/or re-assignments necessary in order to
  effectuate the intent of sub-paragraph 6.1.1. Notwithstanding anything to the
  contrary herein, however, and regardless of whether or not the promoted cost
  cap level provided in Article V has been reached as to the Initial Test Well
  or substitute thereto, such promoted costs are not cumulative as to any
  Additional Well. So, Northstar and/or Ridgewood shall pay all costs for any
  such Additional Well in accordance with Article V at the promoted levels
  provided therein as if the Initial Test Well and any substitute thereto had
  not been drilled. Failure to commence actual drilling operations within said
  180 day period shall cause this Agreement to terminate in its entirety as to
  any portion of the Lease not already earned by Northstar and/or Ridgewood,
  without further notice or demand by Fidelity.








	
 

	
 


	
ARTICLE VIII - NOTICES


	
 


	
8.1

	
Notices. All
  offers, notices, reports and other information to be furnished between the
  Parties under the provisions of this Agreement shall be forwarded by prepaid
  mail or by prepaid telegram or facsimile, addressed as provided in Exhibit
  “A”, unless or until a different address is specified in writing and
  delivered as set forth in Article 8.2.


	
 

	
 


	
8.2

	
Timing of Notice. The originating notice given under any provisions hereof shall
  be deemed to be given only when received by the Party to whom such notice is
  directed, and the time for such Party to give any notice and response thereto
  shall run from the date the originating notice is received. Each Party shall
  have the right to change its address at any time and from time to time by
  giving written notice thereof to the other Party. 


	
 

	
 


	
ARTICLE IX – NORTHSTAR/RIDGEWOOD REPRESENTATIONS AND WARRANTIES:


	
 

	
 


	
 

	
Northstar
  and Ridgewood, respectively, represent and warrant the following:


	
 

	
 


	
9.1

	
THAT IT IS AN EXPERIENCED AND KNOWLEDGEABLE
  INVESTOR IN OIL AND GAS PROPERTIES, HAS THE FINANCIAL AND BUSINESS EXPERTISE
  TO EVALUATE THE MERITS AND RISKS OF THE TRANSACTIONS COVERED BY THIS
  AGREEMENT, AND HAS RELIED SOLELY ON THE BASIS OF ITS OWN INDEPENDENT
  INVESTIGATION OF THE LEASE FOR ALL PURPOSES. NORTHSTAR AND RIDGEWOOD EACH
  ACKNOWLEDGE THAT IT HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF PERSONS IT
  DEEMED APPROPRIATE CONCERNING THE CONSEQUENCES OF THE PROVISIONS OF THIS
  AGREEMENT AND HEREBY WAIVES ANY AND ALL RIGHTS TO CLAIM THAT IT IS AN
  UNSOPHISTICATED INVESTOR IN OIL AND GAS PROPERTIES. 






5







	
 

	
 


	
9.2

	
THAT IT IS QUALIFIED WITH THE MMS TO
  POSSESS, HOLD AND, IF APPLICABLE, SERVE AS OPERATOR AND/OR LEASEHOLDER OF A
  FEDERAL OFFSHORE LEASE, AND THAT IT IS IN GOOD STANDING WITH THE MMS.


	
 

	
 


	
9.3

	
THAT IT SHALL ACT UNDER THIS AGREEMENT IN A
  PRUDENT MANNER, IN ACCORDANCE WITH GOOD OIL FIELD PRACTICES, IN COMPLIANCE
  WITH THE PROVISIONS OF THE LEASE AND RELATED AGREEMENTS, AND IN COMPLIANCE
  WITH APPLICABLE LAWS AND REGULATIONS, INCLUDING APPLICABLE ENVIRONMENTAL LAWS
  AND REGULATIONS. NORTHSTAR AND RIDGEWOOD FURTHERMORE WILL ACT WITH INTEGRITY
  AND GOOD FAITH IN THE CONDUCT OF BUSINESS UNDER THIS AGREEMENT.








	
 

	
 


	
ARTICLE X - MISCELLANEOUS


	
 


	
10.1

	
Successor and Assigns.
  Except as otherwise expressly provided herein, the provisions of this
  Agreement shall inure to the benefit of and be binding upon the successors,
  assigns, heirs, executors and administrators of the Parties.


	
 

	
 


	
10.2

	
Assignment Restrictions. This Agreement
is personal in nature and, consequently, the obligations assumed by Northstar
and Ridgewood under this Agreement may not be assigned to any party except to
an Affiliate or subsidiary owned or controlled by Northstar or Ridgewood, or
Ridgewood Drilling Fund(s), owned, managed or controlled by Ridgewood, or as
otherwise provided herein prior to earning the assignment provided for above
in Article VI; provided, however, the foregoing will not constitute a
restriction on the right of Northstar and Ridgewood to sell or assign, in
accordance with and subject to the terms of this Agreement, any of its
leasehold interest following its receipt of an assignment of interest in the
Lease under the terms hereof, provided that the assigned interest is made
specifically subject to this Agreement. The terms and provisions hereof shall
constitute a covenant running with the lands, leasehold and the Lease
acquired hereunder and any such assignment by Northstar and Ridgewood shall
be made expressly subject to the terms and provisions of this Agreement. 


	
 

	
 


	
10.3

	
This
  Agreement, including all Exhibits attached hereto, constitutes the full and
  entire understanding and agreement between the Parties relating to the
  matters herein, and except as otherwise provided herein, supersedes any
  previous agreements or understandings, written or oral, in effect between the
  Parties relating hereto. This Agreement may be supplemented, altered,
  amended, modified, or revoked in writing only, which writing must be signed
  by all Parties hereto. The headings are for convenience only and have no
  significance in the interpretation of the Agreement.


	
 

	
 


	
10.4

	
Applicable Law.
  This Agreement shall be governed by and construed in accordance with the laws
  of the State of Texas and shall be subject to all applicable state and
  federal laws, rules and regulations of public bodies having jurisdiction over
  the Lease. In the event any provision of this Agreement is, or the operations
  contemplated hereby, are found to be inconsistent with or contrary to any
  such laws, rules or regulations, the latter shall be deemed to control, and
  thereafter, this Agreement shall be regarded as modified accordingly, and as
  so modified, shall continue in full force and effect.


	
 

	
 


	
10.5

	
This
  Agreement is not intended to and shall not be construed to create any mining
  partnership, commercial partnership, any other partnership or an association
  for profit between or among the Parties.





6






	
 

	
 


	
10.6

	
Northstar
  and Ridgewood acknowledge that the lands covered by the Lease may or have
  been used for oil and gas drilling and production operations, related oil
  field operations and possibly for the storage and disposal of hazardous
  substances. Fidelity, its respective affiliates, employees, agents or
  representatives, do not make any express or implied representation or
  warranty as to the existence or non-existence of such conditions or hazardous
  substances, and each such party expressly disclaims any and all liability
  resulting therefrom.


	
 

	
 


	
10.7

	
This
  Agreement is not intended to create, and shall not be construed to create, a
  relationship of partnership, joint venture or an association for profit
  between or among the Parties hereto. Notwithstanding any provision herein
  that the rights and liabilities hereunder are several and not joint or
  collective, or that this Agreement and operations hereunder shall not
  constitute a partnership, if, for federal income tax purposes, this Agreement
  and the operations hereunder are regarded as a partnership, each Party
  thereby affected elects to be excluded from the application of all of the
  provisions of Subchapter K, Chapter 1, Subtitle “A”, of the Internal Revenue
  Code of 1986, as amended (“Code”), as permitted and authorized by Section 761
  of the Code and the regulations promulgated thereunder. Should there by any
  requirement that each Party hereby affected give further evidence of this
  election, each such Party shall execute such documents and furnish such other
  evidence as may be required by the Federal Internal Revenue Service or as may
  be necessary to evidence this election. No such Party shall give any notices
  or take any other action inconsistent with the election made hereby. If any
  present or future income tax laws of the State of Texas or any future income
  tax laws of the United States contain provisions similar to those in
  Subchapter “K”, Chapter 1, Subtitle “A”, of the Code, under which an election
  similar to that provided by Section 761 of the Code is permitted, each Party
  hereby affected shall make such election as may be permitted or required by
  such laws. In making the foregoing election, each such Party states that the
  income derived by such party from operations hereunder can be adequately determined
  without the computation of partnership taxable income.


	
 

	
 


	
10.8

	
NO REPRESENTATION OF ACCURACY OR
  COMPLETENESS. FIDELITY MAKES NO WARRANTY OR
  REPRESENTATION, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AS TO THE ACCURACY
  OR COMPLETENESS OF ANY DATA, REPORTS, RECORDS, PROJECTIONS, INFORMATION OR
  MATERIALS NOW, HERETOFORE OR HEREAFTER FURNISHED OR MADE AVAILABLE TO
  NORTHSTAR OR RIDGEWOOD IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT
  LIMITATION, RELATIVE TO PRICING ASSUMPTIONS OR QUALITY OR QUANTITY OF
  HYDROCARBON RESERVES (IF ANY) ATTRIBUTABLE TO THE LEASE OR THE ABILITY OR
  POTENTIAL OF THE LEASE TO PRODUCE HYDROCARBONS OR ANY OTHER MATTERS CONTAINED
  IN THE MATERIALS FURNISHED OR MADE AVAILABLE TO NORTHSTAR OR RIDGEWOOD BY
  FIDELITY OR ITS AGENTS OR REPRESENTATIVES. ANY AND ALL SUCH DATA, RECORDS,
  REPORTS, PROJECTIONS, INFORMATION AND OTHER MATERIALS (WRITTEN OR ORAL)
  FURNISHED BY FIDELITY OR OTHERWISE MADE AVAILABLE OR DISCLOSED TO NORTHSTAR
  AND RIDGEWOOD SHALL NOT CREATE OR GIVE RISE TO ANY LIABILITY WHATSOEVER OF OR
  AGAINST FIDELITY AND ANY RELIANCE ON OR USE OF THE SAME SHALL BE AT THE SOLE
  RISK OF NORTHSTAR AND RIDGEWOOD TO THE MAXIMUM EXTENT PERMITTED BY LAW.








	
 

	
 


	
10.9

	
Performance of Duties.
  All Parties agree to assume, pay for, perform, and comply with all duties,
  obligations and liabilities (express or implied) incident to the ownership
  and operation of the Lease that is attributable to the operating rights or
  record title interest subject to this Agreement, including, but not limited
  to, the terms of the Lease, the JOA, applicable governmental orders, statues,
  regulations and ordinances.


	
 

	
 


	
10.10

	
No Waiver. The failure of a Party to
  insist upon strict performance of any provision hereof shall not constitute a
  waiver of, or estoppels against asserting, the right to require such
  performance in the future, nor shall a waiver or estoppels in any one
  instance constitute a waiver or estoppels with respect to a later breach of a
  similar nature or otherwise.





7







	
 

	
 


	
10.11

	
Further Assurances. In connection with
  this Agreement as well as all transactions contemplated by this Agreement,
  the Parties agree to execute and deliver such additional documents and
  instruments and to perform such additional acts as may be reasonably
  necessary or appropriate.





          In
witness thereof, this Participation Agreement is made effective as of the
effective date first written above.


	
 

	
 

	
 

	
 

	
 


	
WITNESS:

	
 

	
FIDELITY EXPLORATION & PRODUCTION
  COMPANY


	
 

	
 

	
 


	


	
 

	
 


	
 

	
 

	


	
 


	


	
 

	
By:

	
Michael C.
  Caskey


	
 

	
 

	
 

	
Executive
  Vice President & Chief Operating Officer


	
 

	
 

	
 

	
 


	
WITNESS:

	
 

	
NORTHSTAR GOM, LLC


	
 

	
 

	
 


	


	
 

	
 


	
 

	
 

	


	
 


	


	
 

	
By:

	
Brian H.
  Macmillan


	
 

	
 

	
Title: 

	
Vice
  President - Land


	
 

	
 

	
 


	
WITNESS:

	
 

	
RIDGEWOOD ENERGY CORPORATION


	
 

	
 

	
 


	


	
 

	
 


	
 

	
 

	


	
 


	


	
 

	
By:

	
W. Greg
  Tabor


	
 

	
 

	
Title:

	
Executive
  Vice President





8









	
 

	
 


	
STATE OF
  TEXAS

	
§


	
COUNTY OF
  HARRIS

	
§





BEFORE ME, the
undersigned authority, on this day personally appeared Brian H. Macmillan,
known to me to be the person whose name is subscribed to the foregoing
instrument as Vice President - Land of Northstar GOM, LLC, and acknowledged to
me that he executed the same for an on behalf of said corporation, for the
purposes and consideration therein expressed, and in the capacity therein
stated. 


GIVEN under my
hand and seal of office this ______ of ____________________ 2008.


	
 

	
 


	
 

	



	
 

	
Notary
  Public, State of Texas


	
 

	
My
  Commission Expires: 








	
 

	
 


	
STATE OF
  TEXAS

	
§


	
COUNTY OF
  _____

	
§





BEFORE ME, the
undersigned authority, on this day personally appeared __________________,
known to me to be the person whose name is subscribed to the foregoing
instrument as ___________________of Ridgewood Energy Corporation, and
acknowledged to me that he executed the same for an on behalf of said
corporation, for the purposes and consideration therein expressed, and in the
capacity therein stated. 


GIVEN under
my hand and seal of office this ______ of ____________________ 2008.


	
 

	
 


	
 

	



	
 

	
Notary
  Public, State of Texas


	
 

	
My
  Commission Expires: 








	
 

	
 


	
STATE OF
  COLORADO

	
§


	
COUNTY OF
  DENVER

	
§





BEFORE ME, on
this ____________ day of
______________, 2008, the undersigned Notary Public, on this day personally
appeared Michael C. Caskey, who, being by me duly sworn, did say that he is the
Executive Vice President & Chief Operating Officer of Fidelity Exploration
& Production Company, and that said instrument was signed in behalf of said
corporation by authority of its Board of Directors and said Michael C. Caskey
acknowledged said instrument to be the free act and deed of said corporation.


	
 

	
 


	
 

	



	
 

	
Notary
  Public


	
 

	
My
  commission expires: ____________________





9