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Exhibit 10(iv)
 MANAGEMENT AND DEVELOPMENT AGREEMENT
 Between
 MAB RESOURCES LLC
 and
 GSL ENERGY CORPORATION
 (Amended and Restated)
 Effective July 1, 2005




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TABLE OF CONTENTS
 Page1.
    
    DEFINITIONS
    
    
    12.
    
    MANAGEMENT AND ACQUISITION OF PROPERTIES
    
    
    33.
    
    SCOPE OF WORK
    
    
    44.
    
    CONSIDERATION AND PAYMENT FOR SERVICES
    
    
    5(a) Operating Costs
    
    
    5(b) Monthly Statements
    
    
    5(c) Labor, Materials, Equipment and Access
    
    
    55.
    
    AGREEMENTS BETWEEN MAB AND GSL
    
    
    5(a) Carried Interest
    
    
    5(b) Overriding Royalty Interest
    
    
    5(c) After Payment of Specified Project Costs
    
    
    6(d) Operator/Revenues
    
    
    6(e) Updated Exhibits
    
    
    66.
    
    PROJECT FINANCE
    
    
    67.
    
    GSL STOCK OPTIONS
    
    
    68.
    
    TERM AND TERMINATION
    
    
    69.
    
    INDEPENDENT CONTRACTOR
    
    
    710.
    
    GSLS REPRESENTATIVE
    
    
    711.
    
    WARRANTY OF SERVICES AND EQUIPMENT
    
    
    712.
    
    FORCE MAJEURE
    
    
    713.
    
    OWNERSHIP AND CONFIDENTIALITY
    
    
    8(a) Information Defined
    
    
    8(b) Use of Information
    
    
    8(c) Employees
    
    
    8(d) General
    
    
    8(e) Exclusions
    
    
    8(f)  Applicable Period
    
    
    9(g) Inventions
    
    
    914.
    
    PUBLICITY
    
    
    915.
    
    BREACH, DEFAULT, AND REMEDIES
    
    
    9(a) MABs Breach
    
    
    9(b) GSLs Breach
    
    
    916.
    
    LIABILITY, INDEMNIFICATION AND INSURANCE
    
    
    9(a) Indemnity By MAB
    
    
    9(b) Investigation By GSL
    
    
    10(c) Insurance
    
    
    1017.
    
    MISCELLANEOUS
    
    
    10(a) Waiver
    
    
    10(b) Severability
    
    
    10(c) Entire Agreement; Amendment
    
    
    10(d) Applicable Law; Forum and Venue
    
    
    11
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(e) Notices
    
    
    11(f)  Assignment
    
    
    11(g) Survival
    
    
    11
 EXHIBITS
 
 ii




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MANAGEMENT AND DEVELOPMENT AGREEMENT
      DEFINITIONS
 Agreement
 Areas of Mutual Interest or AMIs
 Assignment
 Carried Interest
 Claims
 Concession
 1




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Contract Area
 Effective Date
 Employees
 Information
 Invention
 Leases
 MAB/GSL Agreements
 Minimum Override Equivalent
 Non-Operator
 Notices
 Operating Agreement
 Operator
 Production Assets
 Production Sharing Contract
 Project Costs
 2




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Services
 Statement
 Underlying Agreements
 MANAGEMENT AND ACQUISITION OF PROPERTIES
     3




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SCOPE OF WORK
 4




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CONSIDERATION AND PAYMENT FOR SERVICES
 Operating Costs
 Monthly Statements
 Labor, Materials, Equipment and Access
 AGREEMENTS BETWEEN MAB AND GSL
 Carried Interest
 Overriding Royalty Interest
 5




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After Payment of Specified Project Costs
 Operator/Revenues
 Updated Exhibits
 PROJECT FINANCE
 GSL STOCK OPTIONS
    TERM AND TERMINATION
 6




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INDEPENDENT CONTRACTOR
 GSLS REPRESENTATIVE
 WARRANTY OF SERVICES AND EQUIPMENT
      FORCE MAJEURE
 7




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OWNERSHIP AND CONFIDENTIALITY
 Information Defined
 Use of Information
 Employees
 General
 Exclusions
    8




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Applicable Period
 Inventions
 PUBLICITY
 BREACH, DEFAULT, AND REMEDIES
 MABs Breach
 GSLs Breach
 LIABILITY, INDEMNIFICATION AND INSURANCE
 Indemnity By MAB
 9




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,
 Investigation By GSL
 Insurance
 MISCELLANEOUS
 Waiver
 Severability
 Entire Agreement; Amendment
 10




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Applicable Law; Forum and Venue
 Notices
 To MAB Resources LLC
 
 To GSL Energy Corporation
 
  Assignment
 Survival
 11




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MAB RESOURCES LLC
    
    
    
    GSL ENERGY CORPORATIONBy:
    
    
    
    
    
    By:Marc A. Bruner, President
    
    
    
    
    
    Kelly H. Nelson, President
 12




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EXHIBIT A
  MAB/GSL Agreements
 1.
    
    Exploration and Development Agreement (West Rozel Prospect, Box Elder County, Utah), dated
June 1, 2005.2.
    
    Exploration and Development Agreement (Buckskin Mesa Properties, Rio Blanco County,
Colorado), dated effective November 1, 2005.3.
    
    Exploration and Development Agreement (Piceance II, Garfield County, Colorado), dated
effective December 1, 2005.4.
    
    Agreement for Assignment of Interest in Exploration Permits (Beetaloo Basin, Northern
Territory, Australia), dated effective December 10, 2005.5.
    
    Exploration and Development Agreement (Montana Heavy Oil Project), dated effective January
20, 2006.6.
    
    Any and all additional agreements between MAB and GSL entered into after July 1, 2005,
pertaining to the acquisition, exploration, or development of Leases.
 13




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EXHIBIT B
  Underlying Agreements
 1.
    
    West Rozel Prospect (Box Elder County, Utah)  Exploration and Development Agreement
between MAB Resources LLC and American Oil & Gas Inc., dated August 4, 2005.2.
    
    Buckskin Mesa (Rio Blanco County, Colorado)  Agreement between MAB Resources LLC and
Daniels Petroleum Company, dated August 23, 2005, as amended by the First Amendment, dated
October 28, 2005.3.
    
    Garfield County Prospect  Lease Acquisition and Development Agreement between MAB
Resources LLC and Apollo Energy LLC and ATEC Energy Ventures, LLC, dated November 10, 2005.4.
    
    Australia Prospect  Stock Purchase and Exploration Agreement between MAB Resources
LLC and Robert L. Bayless Estate, et al., dated November 9, 2005.5.
    
    Montana Heavy Oil Project  Lease Acquisition Agreement between MAB Resources LLC and
Savannah Exploration, Inc., dated January 13, 2006.6.
    
    Any and all additional agreements between MAB and third parties entered into after July 1,
2005, pertaining to the acquisition, exploration, or development of Leases.
 14