Exhibit
10.12


 


Second
Amendment to Sponsorship Agreement


 


                Reference is
herein made to that certain Sponsorship Agreement dated December 16, 2004,
executed by and between R.
C. Boyd Enterprises, LLC, a Texas
limited liability company, whose mailing address is 807 Pearl Drive,
Southlake, Texas  76092, and Cano
Petroleum, Inc., a Delaware corporation, whose mailing address is 801 Cherry
Street, Suite 3200, Fort Worth, Texas 76102, as amended by First
Amendment to Sponsorship Agreement dated effective as of August 16, 2004 (as
amended, the “Agreement”).  Capitalized terms not otherwise
defined in this Second Amendment to Sponsorship Agreement (“Amendment”) shall
have the meanings ascribed to them in the Agreement.


 


                WHEREAS, the
Company and Sponsor have fully and completely performed their obligations under
the terms and provisions of the Agreement to date; and


 


                WHEREAS, the
Company and Sponsor now desire to amend, supplement and alter the terms and
provisions of the Agreement with respect to amended negotiations of the
Agreement as provided in Section 10. of the Agreement.


 


                NOW, THEREFORE,
for and in consideration of the premises and the mutual benefits, promises,
covenants, and agreements set forth in this Amendment, the Company and Cano
agree to amend, alter and supplement the Agreement as follows:


 


                Section 10. Term
and Renewal shall be deleted in its entirety and the following substituted
in place and in lieu thereof:


 


“10.         Term
and Renewal.  The initial term of
this Agreement shall be one (1) year, commencing January 1, 2005 and ending on
December 31, 2005.  This Agreement may be
renewed by Cano on the first and second anniversaries of the Agreement in the
following manner: Cano shall give written notice to Company of its intention to
renew this contract for a period of an additional one (1) year, such notice to
be given not more than ninety (90) days nor less than thirty (30) days before
the expiration of the initial term and/or the second term of this Agreement (if
extended after the initial term).  The consideration
for the second year shall be $150,000.00 (One Hundred Fifty Thousand Dollars),
and the consideration for the third year shall be $150,000.00 (One Hundred
Fifty Thousand Dollars).”


 


In all other respects, the Agreement, as amended, altered and supplemented
hereby shall remain the same and unchanged as originally written and in full
force and effect.


 


By their execution and delivery of this Amendment, Cano hereby provides
and Company hereby accepts, Cano’s notice of the exercise of its option to renew
the Agreement for the second year at the consideration set forth in Section 10.
of the Agreement, as amended hereby.


 


 


1

















 


 


This Amendment may be executed via facsimile and/or in
multiple originals and/or counterparts, each of which shall be deemed an
original for all purposes, but all such counterparts together shall constitute
one and the same instrument.


 


                This Second
Amendment to Sponsorship Agreement is executed, delivered and effective as
of  the 1st day of December,
2005.


 


	
   

  	
  R. C. BOYD ENTERPRISES, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ R. C. Boyd

  
	
   

  	
   

  	
   

  
	
   

  	
  Printed Name:

  	
  R. C. Boyd

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CANO PETROLEUM, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeff Johnson

  
	
   

  	
   

  	
   

  
	
   

  	
  Printed Name:

  	
  Jeff Johnson

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
						



 


 


 


 


2