Exhibit
      10.2

    REGISTRATION
      RIGHTS AGREEMENT

    


    This
      Registration Rights Agreement (the “Agreement”)
      is
      made and entered into as of this 4th day of April, 2006, by and among THE
      EXPLORATION COMPANY OF DELAWARE, INC., a Delaware corporation (the “Company”),
      and
      the “Investors”
named
      in that certain Purchase Agreement by and among the Company and the Investors
      (the “Purchase
      Agreement”).

     

    The
      parties hereby agree as follows:

     

    1. Certain
      Definitions.

     

    As
      used
      in this Agreement, the following terms shall have the following
      meanings:

     

    “Affiliate”
means,
      with respect to any person, any other person which directly or indirectly
      controls, is controlled by, or is under common control with, such
      person.

     

    “Business
      Day”
means
      a
      day, other than a Saturday or Sunday, on which banks in New York City are open
      for the general transaction of business.

     

    “Common
      Shares”
means
      the Company’s common shares, $0.01 par value per share, and any securities into
      which such shares may hereinafter be reclassified.

     

    “Investors”
means
      the Investors identified in the Purchase Agreement, and any Affiliate or
      permitted transferee of any Investor who is a subsequent holder of any
      Registrable Securities.

     

    “Prospectus”
means
      the prospectus included in any Registration Statement, as amended or
      supplemented by any prospectus supplement, with respect to the terms of the
      offering of any portion of the Registrable Securities covered by such
      Registration Statement and by all other amendments and supplements to the
      prospectus, including post-effective amendments and all material incorporated
      by
      reference or deemed to be incorporated by reference in such
      prospectus.

     

    “Register,”
      “registered”
and
      “registration”
refer
      to a registration made by preparing and filing a Registration Statement or
      similar document in compliance with the 1933 Act (as defined below), and the
      declaration or ordering of effectiveness of such Registration Statement or
      document.

     

    “Registrable
      Securities”
means
      (i) the Shares and (ii) any other securities issued or issuable with respect
      to
      or in exchange for Registrable Securities; provided, that, a security shall
      cease to be a Registrable Security upon (A) sale pursuant to a Registration
      Statement or Rule 144 under the 1933 Act or (B) such security becoming eligible
      for sale by the Investors pursuant to Rule 144(k) and the removal of any
      restrictive legend from the effected stock certificates.

     

    “Registration
      Statement”
means
      any registration statement of the Company filed under the 1933 Act that covers
      the resale of any of the Registrable Securities pursuant to the provisions
      of
      this Agreement, amendments and supplements to such Registration Statement,
      including post-effective amendments, all exhibits and all material incorporated
      by reference or deemed to be incorporated by reference in such Registration
      Statement.

     

    “Required
      Investors”
means
      the Investors holding a majority of the Registrable Securities.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “SEC”
means
      the U.S. Securities and Exchange Commission.

     

    “Shares”
means
      the Common Shares issued pursuant to the Purchase Agreement.

     

    “Transaction
      Documents”
has
      the
      meaning set forth in the Purchase Agreement.

     

    “1933
      Act”
means
      the Securities Act of 1933, as amended, and the rules and regulations
      promulgated thereunder.

     

    “1934
      Act”
means
      the Securities Exchange Act of 1934, as amended, and the rules and regulations
      promulgated thereunder.

     

    2. Registration.

     

    (a)  Registration
      Statements.

     

    (i) Promptly
      following the closing of the purchase and sale of the securities contemplated
      by
      the Purchase Agreement (the “Closing
      Date”)
      but no
      later than 30 days after closing (the “Filing
      Deadline”),
      the
      Company shall prepare and file with the SEC one Registration Statement on Form
      S-1 (or on such other Registration Statement form under the 1933 Act that the
      Company is then eligible to use), covering the resale of the Registrable
      Securities in an amount at least equal to the number of Shares. Such
      Registration Statement shall include, without modification (unless directed
      or
      consented to by the Required Investors), the plan of distribution attached
      hereto as Exhibit
      A.
      Such
      Registration Statement also shall cover, to the extent allowable under the
      1933
      Act and the rules promulgated thereunder (including Rule 416), such
      indeterminate number of additional Common Shares resulting from share splits,
      share dividends or similar transactions with respect to the Registrable
      Securities. The Registration Statement (and each amendment or supplement
      thereto, and each request for acceleration of effectiveness thereof) shall
      be
      provided in accordance with Section
      3(c)
      to the
      Investors and their counsel prior to its filing or other submission. To the
      extent permitted under applicable law, the Company may amend any Registration
      Statement on Form S-1 to convert such Registration Statement to Form S-3. If
      a
      Registration Statement covering the Registrable Securities is not filed with
      the
      SEC on or prior to the Filing Deadline, the Company will make pro rata payments
      to each Investor, as liquidated damages and not as a penalty, in an amount
      equal
      to 1.0% of the aggregate amount invested by such Investor for each 30-day period
      or pro rata for any portion thereof following the date by which such
      Registration Statement should have been filed for which no Registration
      Statement is filed with respect to the Registrable Securities; provided,
      however, that the Company shall not be liable to the Investors for any such
      liquidated damages totaling, together with any liquidated damages incurred
      pursuant to Section 2(c)(i), more than 10% of the Aggregate Purchase Price.
      Such
      payments shall be in partial compensation to the Investors, and shall not
      constitute the Investors’ exclusive remedy for such events. Such payments shall
      be made to each Investor in cash monthly on the last day of each month.


     

    (b)  Expenses.
      The
      Company will pay all reasonable expenses associated with each registration,
      including filing and printing fees, the Company’s counsel and accounting fees
      and expenses, costs associated with clearing the Registrable Securities for
      sale
      under applicable state securities laws, listing fees, fees and expenses of
      one
      counsel to the Investors and the Investors’ reasonable expenses in connection
      with the registration, but excluding discounts, commissions, fees of
      underwriters, selling brokers, dealer managers or similar securities industry
      professionals with respect to the Registrable Securities being
      sold.

     

    
      
        
        

      

      
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    (c)  Effectiveness.

     

    (i) The
      Company shall use commercially reasonable efforts to have the Registration
      Statement declared effective as soon as practicable. The Company shall notify
      the Investors by facsimile or e-mail as promptly as practicable, and in any
      event, within twenty-four (24) hours, after any Registration Statement is
      declared effective and shall as soon as reasonably practicable provide the
      Investors with copies of any related Prospectus to be used in connection with
      the sale or other disposition of the securities covered thereby. If (A) a
      Registration Statement covering the Registrable Securities is not declared
      effective by the SEC within 150 days after closing, (the “Effectiveness
      Deadline”);
      or
      (B) after a Registration Statement has been declared effective by the SEC,
      sales
      cannot be made pursuant to such Registration Statement for any reason (including
      without limitation by reason of a stop order, or the Company’s failure to update
      the Registration Statement), but excluding the inability of any Investor to
      sell
      the Registrable Securities covered thereby due to market conditions and except
      as excused pursuant to subparagraph (ii) below, then the Company will make
      pro
      rata payments to each Investor, as liquidated damages and not as a penalty,
      in
      an amount equal to 1.0% of the aggregate amount invested by such Investor for
      each 30-day period or pro rata for any portion thereof following the date by
      which such Registration Statement should have been effective (the “Blackout
      Period”);
      provided, however, that the Company shall not be liable to the Investors for
      any
      such liquidated damages totaling, together with any liquidated damages incurred
      pursuant to Section 2(a)(i), more than 10% of the Aggregate Purchase Price.
      Such
      payments shall be in partial compensation to the Investors, and shall not
      constitute the Investors’ exclusive remedy for such events. The amounts payable
      as liquidated damages pursuant to this paragraph shall be paid monthly within
      five (5) Business Days of the last day of each month following the commencement
      of the Blackout Period until the termination of the Blackout Period. Such
      payments shall be made to each Investor in cash.

     

    (ii) Notwithstanding
      anything to contrary, for not more than twenty (20) consecutive days or for
      a
      total of not more than sixty (60) days in any twelve (12) month period, the
      Company may delay, suspend the use of, or withdraw any Registration Statement
      or
      qualification of Registrable Securities if the Company in good faith determines
      that any such Registration Statement, or the use thereof, would materially
      and
      adversely affect any material corporate event or would otherwise require
      disclosure of nonpublic information which the Board of Directors of the Company
      determines, in its reasonable judgment, (A) is not in the best interests of
      the
      Company at such time, or, (B) is an event described in Section
      3(g)
      (an
“Allowed
      Delay”);
      provided, that the Company shall promptly (a) notify the Investors in writing
      of
      the existence of (but in no event, without the prior written consent of an
      Investor, shall the Company disclose to such Investor any of the facts or
      circumstances regarding) the event giving rise to an Allowed Delay, provided
      that the Company shall not be required to disclose material nonpublic
      information to an Investor; (b) advise the Investors in writing to cease all
      sales under the Registration Statement until the end of the Allowed Delay;
      and
      (c) use commercially reasonable efforts to terminate an Allowed Delay as
      promptly as practicable and to advise the Investors, in writing, when the
      Allowed Delay has ended.

     

    3. Company
      Obligations.
      The
      Company will use commercially reasonable efforts to effect the registration
      of
      the Registrable Securities in accordance with the terms hereof, and pursuant
      thereto the Company will, as expeditiously as possible:

     

    
      
        
        

      

      
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      (a)  cause
        such Registration Statement to become effective and to remain continuously
        effective for a period that will terminate upon the earlier of (i) the date
        on
        which all Registrable Securities covered by such Registration Statement as
        amended from time to time, have been sold, (ii) the date on which all
        Registrable Securities covered by such Registration Statement (other than
        with
        respect to Registrable Securities owned by Affiliates of the Company) may
        be
        sold pursuant to Rule 144(k) and the removal of restrictive legends in
        connection therewith or (iii) two (2) years from the Closing Date (the
“Effectiveness
        Period”);
        

       

      (b)  prepare
        and file with the SEC such amendments, prospectus supplements or post-effective
        amendments to the Registration Statement and the Prospectus as may be necessary
        to keep the Registration Statement effective for the period specified in
        Section
        3(a)
        and to
        comply with the provisions of the 1933 Act and the 1934 Act with respect
        to the
        distribution of all of the Registrable Securities covered thereby;

       

      (c)  provide
        copies to and permit counsel designated by the Investors to review each
        Registration Statement and all amendments and supplements thereto no fewer
        than
        three (3) days prior to their filing with the SEC and not file any document
        to
        which such counsel reasonably objects based upon such counsel’s belief that such
        Registration Statement is not in compliance with applicable laws, rules or
        regulations or contains a material misstatement or omission;

       

      (d)  furnish
        to the Investors and their legal counsel (i) promptly after the same is prepared
        and publicly distributed, filed with the SEC, or received by the Company
        (but
        not later than two (2) Business Days after the filing date, receipt date
        or
        sending date, as the case may be) one (1) copy of any Registration Statement
        and
        any amendment thereto, each preliminary prospectus and Prospectus and each
        amendment or supplement thereto, and each letter written by or on behalf
        of the
        Company to the SEC or the staff of the SEC, and each item of correspondence
        from
        the SEC or the staff of the SEC, in each case relating to such Registration
        Statement (other than any portion of any thereof which contains information
        for
        which the Company has sought confidential treatment), and (ii) such number
        of
        copies of a Prospectus, including a preliminary prospectus, and all amendments
        and supplements thereto and such other documents as each Investor may reasonably
        request in order to facilitate the disposition of the Registrable Securities
        owned by such Investor that are covered by the related Registration
        Statement;

       

      (e)  prevent
        the issuance of any stop order or other suspension of effectiveness and,
        if such
        order is issued, obtain the withdrawal of any such order at the earliest
        possible moment;

       

      (f)  cause
        all
        Registrable Securities covered by a Registration Statement to be listed on
        each
        securities exchange, interdealer quotation system or other market on which
        similar securities issued by the Company are then listed;

       

      (g)  immediately
        notify the Investors, at any time when a Prospectus relating to Registrable
        Securities is required to be delivered under the 1933 Act, upon discovery
        that,
        or upon the happening of any event or the passage of time as a result of
        which,
        the Prospectus included in a Registration Statement, as then in effect, includes
        an untrue statement of a material fact or omits to state any material fact
        required to be stated therein or necessary to make the statements therein
        not
        misleading in light of the circumstances then existing, and at the request
        of
        any such Investor, promptly prepare and furnish to such Investor a reasonable
        number of copies of a supplement to or an amendment of such Prospectus or
        the
        Registration Statement as may be necessary so that, as thereafter delivered
        to
        the purchasers of such Registrable Securities, such Prospectus shall not
        include
        an untrue statement of a material fact or omit to state a material fact required
        to be stated therein or necessary to make the statements therein not misleading
        in light of the circumstances then existing; 

       

      
        
          
          

        

        
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      (h)  comply
        with all applicable rules and regulations of the SEC under the 1933 Act and
        the
        1934 Act, take such other actions as may be reasonably necessary to facilitate
        the registration of the Registrable Securities hereunder; and

       

      (i)  with
        a
        view to making available to the Investors the benefits of Rule 144 (or its
        successor rule) and any other rule or regulation of the SEC that may at any
        time
        permit the Investors to sell Common Shares to the public without registration,
        the Company covenants and agrees to: (i) make and keep public information
        available, as those terms are understood and defined in Rule 144, until the
        earlier of (A) six months after such date as all of the Registrable Securities
        may be resold pursuant to Rule 144(k) or any other rule of similar effect
        or (B)
        such date as all of the Registrable Securities shall have been resold; (ii)
        file
        with the SEC in a timely manner all reports and other documents required
        of the
        Company under the 1934 Act; and (iii) furnish to each Investor upon request,
        as
        long as such Investor owns any Registrable Securities, (A) a written statement
        by the Company that it has complied with the reporting requirements of the
        1934
        Act, and (B) such other information as may be reasonably requested in order
        to
        avail such Investor of any rule or regulation of the SEC that permits the
        selling of any such Registrable Securities without registration.

       

      4. Due
        Diligence Review; Information.
        Subject
        to the following paragraph, the Company shall make available, during normal
        business hours, upon reasonable request, for inspection and review by the
        Investors, advisors to and representatives of the Investors (who may or may
        not
        be affiliated with the Investors and who are reasonably acceptable to the
        Company), all financial and other records, all SEC Filings (as defined in
        the
        Purchase Agreement) and other filings with the SEC and all other documents
        respecting the Company, its assets, its properties or its business (including
        without limitation minute books, corporate records, financial statements,
        contracts, permits, licenses, approvals, technical or engineering reports,
        and
        any title opinions or valuations which the Company has obtained) as may be
        reasonably necessary for the purpose of such review, and cause the Company’s
        officers, directors and employees, within a reasonable time period, to supply
        all such information reasonably requested by the Investors or any such
        representative, advisor or underwriter in connection with such Registration
        Statement (including, without limitation, in response to all questions and
        other
        inquiries reasonably made or submitted by any of them) to the extent not
        publicly available on EDGAR or the Company’s website, prior to and from time to
        time after the filing and effectiveness of the Registration Statement for
        the
        sole purpose of enabling the Investors and such representatives, advisors
        and
        underwriters and their respective accountants and attorneys to conduct initial
        and ongoing due diligence with respect to the Company and the accuracy of
        such
        Registration Statement.

       

      
        
          
          

        

        
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      The
        Company shall not disclose material nonpublic information to the Investors,
        or
        to advisors to or representatives of the Investors, unless prior to disclosure
        of such information the Company identifies such information as being material
        nonpublic information and provides the Investors, such advisors and
        representatives with the opportunity to accept or refuse to accept such material
        nonpublic information for review and any Investor wishing to obtain such
        information enters into an appropriate confidentiality agreement with the
        Company with respect thereto.

       

      5. Obligations
        of the Investors.

       

      (a)  Each
        Investor shall furnish in writing to the Company such information regarding
        itself, the Registrable Securities held by it and the intended method of
        disposition of the Registrable Securities held by it, as shall be reasonably
        required to effect the registration of such Registrable Securities and shall
        execute such documents in connection with such registration as the Company
        may
        reasonably request. At least five (5) Business Days prior to the first
        anticipated filing date of any Registration Statement, the Company shall
        notify
        each Investor of the information the Company requires from such Investor
        if such
        Investor elects to have any of the Registrable Securities included in the
        Registration Statement. The Investor shall provide such information to the
        Company at least two (2) Business Days prior to the first anticipated filing
        date of such Registration Statement if such Investor elects to have any of
        the
        Registrable Securities included in the Registration Statement. The Company
        shall
        not be required to include the Registrable Securities of an Investor in a
        Registration Statement and shall not be required to pay any liquidated damages
        or other damages under Section
        2
        until
        such person furnishes to the Company such information. Each Investor agrees
        to
        provide the Company with written notice within a reasonable time after such
        Investor ceases to own any Registrable Securities.

       

      (b)  Each
        Investor, by its acceptance of the Registrable Securities, agrees to cooperate
        with the Company as reasonably requested by the Company in connection with
        the
        preparation and filing of a Registration Statement hereunder, unless such
        Investor has notified the Company in writing of its election to exclude all
        of
        its Registrable Securities from such Registration Statement.

       

      (c)  Each
        Investor agrees that, upon receipt of any notice (which may be oral as long
        as
        written notice is provided by the next day) from the Company of either (i)
        the
        commencement of an Allowed Delay pursuant to Section
        2(c)(ii);
        or (ii)
        the happening of an event pursuant to Section
        3(g)
        hereof,
        such Investor will immediately discontinue disposition of Registrable Securities
        pursuant to the Registration Statement covering such Registrable Securities,
        until otherwise notified in writing by the Company or until the Investor’s
        receipt of the copies of the supplemented or amended prospectus filed with
        the
        SEC and until any related post-effective amendment is declared effective
        and, if
        so directed by the Company, the Investor shall deliver to the Company (at
        the
        expense of the Company) or destroy (and deliver to the Company a certificate
        of
        destruction) all copies in the Investor’s possession of the Prospectus covering
        the Registrable Securities current at the time of receipt of such
        notice.

       

      (d)
         The
        Investors acknowledge and agree that, as described in Schedule
        5(d)
        hereto,
        other security holders of the Company have the right to include such securities,
        in addition to the Registrable Securities, in any Registration Statement
        filed
        or maintained by the Company pursuant to this Agreement or the Transaction
        Documents. 

       

      
        
          
          

        

        
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      (e)  Each
        Investor covenants and agrees that it will comply with the prospectus delivery
        requirements of the 1933 Act as applicable to it in connection with sales
        of
        Registrable Securities pursuant to the Registration Statement.

       

      (f)  No
        Investor may use any confidential information received by it pursuant to
        this
        Agreement or the Purchase Agreement (including, without limitation, any notice
        referred to in Section
        2(c)(ii)
        or
3(g)
        hereof)
        in violation of the 1934 Act or other applicable state or federal securities
        law
        or reproduce, disclose, or disseminate such information to any other person
        (other than his or her attorneys, agents and representatives having a need
        to
        know, and then only if they expressly agree to be bound hereby), unless such
        information has been made available to the public generally (other than by
        such
        recipient in violation hereof) or such recipient is required to disclose
        such
        information by a governmental body or regulatory agency or by law in connection
        with a transaction that is not otherwise prohibited hereby, and then only
        after
        reasonable notice to the Company and it has been provided a reasonable
        opportunity to object to such disclosure, with the reasonable cooperation
        and
        assistance of such Investor. Each Investor agrees to comply with the 1933
        Act
        and other applicable laws in connection with the offer or sale of any
        Registrable Securities. The obligations in this Section
        5(f)
        shall
        survive the expiration or termination of this Agreement.

      


      6. Indemnification.

       

      (a)  Indemnification
        by the Company.
        The
        Company will indemnify and hold harmless each Investor, and each of their
        respective officers, directors, members, employees and agents, successors
        and
        assigns, and each other person, if any, who controls such Investor within
        the
        meaning of the 1933 Act, against any losses, claims, damages or liabilities,
        joint or several, to which they may become subject under the 1933 Act or
        otherwise, insofar as such losses, claims, damages or liabilities (or actions
        in
        respect thereof) arise out of or are based upon: (i) any untrue statement
        or
        alleged untrue statement of any material fact contained in any Registration
        Statement, any preliminary prospectus or final prospectus contained therein,
        or
        any amendment or supplement thereof; (ii) the omission or alleged omission
        to
        state therein a material fact required to be stated therein or necessary
        to make
        the statements therein not misleading; (iii) any violation by the Company
        or its
        agents of any rule or regulation promulgated under the 1933 Act applicable
        to
        the Company or its agents and relating to action or inaction required of
        the
        Company in connection with such registration; or (iv) any failure to register
        or
        qualify the Registrable Securities included in any such Registration Statement
        in any state where the Company or its agents has affirmatively undertaken
        or
        agreed in writing that the Company will undertake such registration or
        qualification on an Investor’s behalf and will reimburse such Investor, and each
        such officer, director or member and each such controlling person for any
        legal
        or other expenses reasonably incurred by them in connection with investigating
        or defending any such loss, claim, damage, liability or action; provided,
        however,
        that
        the Company will not be liable in any such case if and to the extent that
        any
        such loss, claim, damage or liability arises out of or is based upon an untrue
        statement or alleged untrue statement or omission or alleged omission so
        made in
        conformity with information furnished by such Investor or any such controlling
        person in writing specifically for use in such Registration Statement or
        Prospectus, or to the extent that such information relates to such Investor
        or
        such Investor’s proposed method of distribution of Registrable Securities and
        was reviewed and approved by such Investor for use in the Registration
        Statement, such Prospectus or such form of Prospectus or in any amendment
        or
        supplement thereto (it being understood that the Investors have approved
        Exhibit
        A
        hereto
        for this purpose), or in the case of an occurrence of an Allowed Delay or
        of an
        event of the type specified in Section
        3(g),
        the use
        by such Investor of an outdated or defective Prospectus after the Company
        has
        notified such Investor in writing that the Prospectus is outdated or defective
        and prior to the receipt by such Investor of an amended or supplemented
        Prospectus, but only if and to the extent that following the receipt of such
        amended or supplemented Prospectus the misstatement or omission giving rise
        to
        such liability would have been corrected. 

       

      
        
          
          

        

        
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      (b)  Indemnification
        by the Investors.
        Each
        Investor agrees, severally but not jointly, to indemnify and hold harmless,
        to
        the fullest extent permitted by law, the Company, its directors, officers,
        employees, shareholders and each person who controls the Company (within
        the
        meaning of the 1933 Act) against any losses, claims, damages, liabilities
        and
        expense (including reasonable attorney fees) resulting from any untrue statement
        of a material fact or any omission of a material fact required to be stated
        in
        the Registration Statement or Prospectus or preliminary prospectus or amendment
        or supplement thereto or necessary to make the statements therein not
        misleading, to the extent that such untrue statement or omission is contained
        in
        any information furnished in writing by such Investor to the Company
        specifically for inclusion in such Registration Statement or Prospectus or
        amendment or supplement thereto, or to the extent that such information relates
        to such Investor’s proposed method of distribution of Registrable Securities and
        was reviewed and approved by such Investor for use in the Registration Statement
        (it being understood that the Investors have approved Exhibit
        A
        hereto
        for this purpose), such Prospectus or such form of Prospectus or in any
        amendment or supplement thereto, or in the case of an occurrence of an Allowed
        Delay or an event of the type specified in Section
        3(g),
        the use
        by such Investor of an outdated or defective Prospectus after the Company
        has
        notified such Investor in writing that the Prospectus is outdated or defective
        and prior to the receipt by such Investor of an amended or supplemented
        Prospectus, but only if and to the extent that following the receipt of the
        amended or supplemented Prospectus the misstatement or omission giving rise
        to
        such liability would have been corrected. In no event shall the liability
        of an
        Investor be greater in amount than the dollar amount of the proceeds (net
        of any
        damages such Investor has otherwise been required to pay by reason of such
        untrue statement or omission by the Company) received by such Investor upon
        the
        sale of the Registrable Securities included in the Registration Statement
        giving
        rise to such indemnification obligation.

       

      (c)  Conduct
        of Indemnification Proceedings.
        Any
        person entitled to indemnification hereunder shall (i) give prompt notice
        to the
        indemnifying party of any claim with respect to which it seeks indemnification;
        and (ii) permit such indemnifying party to assume the defense of such claim
        with
        counsel reasonably satisfactory to the indemnified party; provided
        that any
        person entitled to indemnification hereunder shall have the right to employ
        separate counsel and to participate in the defense of such claim, but the
        fees
        and expenses of such counsel shall be at the expense of such person unless
        (a)
        the indemnifying party has agreed to pay such fees or expenses; or (b) the
        indemnifying party shall have failed to assume the defense of such claim
        and
        employ counsel reasonably satisfactory to such person; or (c) in the reasonable
        judgment of any such person, based upon written advice of its counsel, a
        conflict of interest exists between such person and the indemnifying party
        with
        respect to such claims (in which case, if the person notifies the indemnifying
        party in writing that such person elects to employ separate counsel at the
        expense of the indemnifying party, the indemnifying party shall not have
        the
        right to assume the defense of such claim on behalf of such person); and
        provided,
        further,
        that
        the failure of any indemnified party to give notice as provided herein shall
        not
        relieve the indemnifying party of its obligations hereunder, except to the
        extent that such failure to give notice shall materially adversely affect
        the
        indemnifying party in the defense of any such claim or litigation. It is
        understood that the indemnifying party shall not, in connection with any
        proceeding in the same jurisdiction, be liable for fees or expenses of more
        than
        one separate firm of attorneys at any time for all such indemnified parties.
        No
        indemnifying party will, except with the consent of the indemnified party,
        consent to entry of any judgment or enter into any settlement that does not
        include as an unconditional term thereof the giving by the claimant or plaintiff
        to such indemnified party of a release from all liability in respect of such
        claim or litigation.

       

      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

      

       

      (d)  Contribution.
        If for
        any reason the indemnification provided for in the preceding paragraphs (a)
        and
        (b) is unavailable to an indemnified party or insufficient to hold it harmless,
        other than as expressly specified therein, then the indemnifying party shall
        contribute to the amount paid or payable by the indemnified party as a result
        of
        such loss, claim, damage or liability in such proportion as is appropriate
        to
        reflect the relative fault of the indemnified party and the indemnifying
        party,
        as well as any other relevant equitable considerations. No person guilty
        of
        fraudulent misrepresentation within the meaning of Section 11(f) of the 1933
        Act
        shall be entitled to contribution from any person not guilty of such fraudulent
        misrepresentation. In no event shall the contribution obligation of a holder
        of
        Registrable Securities be greater in amount than the dollar amount of the
        proceeds (net of all expenses paid by such holder in connection with any
        claim
        relating to this Section
        6
        and the
        amount of any damages such holder has otherwise been required to pay by reason
        of such untrue or alleged untrue statement or omission or alleged omission)
        received by it upon the sale of the Registrable Securities giving rise to
        such
        contribution obligation.

       

      7. Miscellaneous.

       

      (a)  Amendments
        and Waivers.
        This
        Agreement may be amended only by a writing signed by the Company and the
        Required Investors. The Company may take any action herein prohibited, or
        omit
        to perform any act herein required to be performed by it, only if the Company
        shall have obtained the written waiver or consent to such amendment, action
        or
        omission to act, of the Required Investors.

       

      (b)  Notices.
        All
        notices and other communications provided for or permitted hereunder shall
        be
        made as set forth in Section 10.4 of the Purchase Agreement.

       

      (c)  Assignments
        and Transfers by Investors.
        The
        provisions of this Agreement shall be binding upon and inure to the benefit
        of
        the Investors and their respective successors and assigns. Any Investor may
        transfer or assign, in whole or from time to time in part, to one or more
        persons, which shall be an “accredited investor” as defined in Rule 501(a) of
        Regulation D, as amended under the 1933 Act, and which shall agree in writing
        to
        be bound by the terms and conditions of this Agreement, an executed counterpart
        of which shall be furnished to the Company, its rights hereunder in connection
        with the transfer of Registrable Securities by such Investor to such person,
        provided that such Investor complies with all laws applicable thereto and
        provides written notice of assignment to the Company promptly after such
        assignment is effected.

       

      
        
          
          

        

        
          -9-

          
            

          

        

        
          
          

        

      

       

      (d)  Assignments
        and Transfers by the Company.
        This
        Agreement may not be assigned by the Company (whether by operation of law
        or
        otherwise) without the prior written consent of the Required Investors,
        provided, however, that the Company may assign its rights and delegate its
        duties hereunder to any surviving or successor corporation in connection
        with a
        merger or consolidation of the Company with another corporation, or a sale,
        transfer or other disposition of all or substantially all of the Company’s
        assets to another corporation, without the prior written consent of the Required
        Investors, after notice duly given by the Company to each Investor.

       

      (e)  Benefits
        of the Agreement.
        The
        terms and conditions of this Agreement shall inure to the benefit of and
        be
        binding upon the respective permitted successors and assigns of the parties.
        Nothing in this Agreement, express or implied, is intended to confer upon
        any
        party other than the parties hereto or their respective successors and assigns
        any rights, remedies, obligations, or liabilities under or by reason of this
        Agreement, except as expressly provided in this Agreement.

       

      (f)  Counterparts;
        Faxes.
        This
        Agreement may be executed in two or more counterparts, each of which shall
        be
        deemed an original, but all of which together shall constitute one and the
        same
        instrument. This Agreement may also be executed via facsimile, which shall
        be
        deemed an original.

       

      (g)  Titles
        and Subtitles.
        The
        titles and subtitles used in this Agreement are used for convenience only
        and
        are not to be considered in construing or interpreting this
        Agreement.

       

      (h)  Severability.
        Any
        provision of this Agreement that is prohibited or unenforceable in any
        jurisdiction shall, as to such jurisdiction, be ineffective to the extent
        of
        such prohibition or unenforceability without invalidating the remaining
        provisions hereof but shall be interpreted as if it were written so as to
        be
        enforceable to the maximum extent permitted by applicable law, and any such
        prohibition or unenforceability in any jurisdiction shall not invalidate
        or
        render unenforceable such provision in any other jurisdiction. To the extent
        permitted by applicable law, the parties hereby waive any provision of law
        which
        renders any provisions hereof prohibited or unenforceable in any
        respect.

       

      (i)  Further
        Assurances.
        The
        parties shall execute and deliver all such further instruments and documents
        and
        take all such other actions as may reasonably be required to carry out the
        transactions contemplated hereby and to evidence the fulfillment of the
        agreements herein contained.

       

      
        
          
          

        

        
          -10-

          
            

          

        

        
          
          

        

      

       

      (j)  Entire
        Agreement.
        This
        Agreement is intended by the parties as a final expression of their agreement
        and intended to be a complete and exclusive statement of the agreement and
        understanding of the parties hereto in respect of the subject matter contained
        herein. This Agreement supersedes all prior agreements and understandings
        between the parties with respect to such subject matter, except for, and
        as
        provided in the Transaction Documents.

       

      (k)  Governing
        Law; Consent to Jurisdiction; Waiver of Jury Trial.
        This
        Agreement shall be governed by, and construed in accordance with, the internal
        laws of the State of New York without regard to the choice of law principles
        thereof. Each of the parties hereto irrevocably submits to the exclusive
        jurisdiction of the courts of the State of New York located in New York County
        and the United States District Court for the Southern District of New York
        for
        the purpose of any suit, action, proceeding or judgment relating to or arising
        out of this Agreement and the transactions contemplated hereby. Service of
        process in connection with any such suit, action or proceeding may be served
        on
        each party hereto anywhere in the world by the same methods as are specified
        for
        the giving of notices under this Agreement. Each of the parties hereto
        irrevocably consents to the jurisdiction of any such court in any such suit,
        action or proceeding and to the laying of venue in such court. Each party
        hereto
        irrevocably waives any objection to the laying of venue of any such suit,
        action
        or proceeding brought in such courts and irrevocably waives any claim that
        any
        such suit, action or proceeding brought in any such court has been brought
        in an
        inconvenient forum. EACH
        OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY
        LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS
        BEEN
        CONSULTED SPECIFICALLY AS TO THIS WAIVER.

       

      
        
          
          

        

        
          -11-

          
            

          

        

        
          
          

        

      

       

      [Company
        Signature Page]

       

      IN
        WITNESS WHEREOF, the parties have executed this Agreement or caused their
        duly
        authorized officers to execute this Agreement as of the date first above
        written.

       

      
        	 	 	 
	 	
                THE
                  EXPLORATION COMPANY OF
                  DELWARE, INC.

              
	 	 
	 	 
	 	By: /s/
                James E.
                Sigmon            
	 	Name: James E.
                Sigmon
	 	Title:
                  President


      

      


      
        
          
          

        

        
          -12-

          
            

          

        

        
          
          

        

      

       

       

      [Investor
        Signature Page]

       

      IN
        WITNESS WHEREOF, the parties have executed this Agreement or caused their
        duly
        authorized officers to execute this Agreement as of the date first above
        written.


      
         

        
          	 	 	 
	 	
                  Name
                    of Investor: ________________________________

                
	 	 
	 	 
	 	By:
                  _________________________
	 	Name:
	 	Title:


        

        
           

           

           

        

      

      
        
          

        

      

      Note:
        Each investor completed a copy of this signature page. A listing of investors
        will be provided to the SEC upon request.

       

      
        
          
          

        

        
          -13-

          
            

          

        

        
          
          

        

      

      



      Exhibit
        A

      


      Plan
        of Distribution

      


      The
        selling shareholders, which as used herein includes donees, pledgees,
        transferees or other successors-in-interest selling common shares or interests
        in common shares received after the date of this prospectus from a selling
        shareholder as a gift, pledge, partnership distribution or other transfer,
        may,
        from time to time, sell, transfer or otherwise dispose of any or all of their
        common shares or interests in common shares on any stock exchange, market
        or
        trading facility on which the common shares are traded or in private
        transactions. These dispositions may be at fixed prices, at prevailing market
        prices at the time of sale, at prices related to the prevailing market price,
        at
        varying prices determined at the time of sale, or at negotiated
        prices.

      


      The
        selling shareholders may use any one or more of the following methods when
        disposing of common shares or interests therein:

      


      -
        ordinary brokerage transactions and transactions in which the broker-dealer
        solicits purchasers;

      


      -
        block
        trades in which the broker-dealer will attempt to sell the common shares
        as
        agent, but may position and resell a portion of the block as principal to
        facilitate the transaction;

      


      -
        purchases by a broker-dealer as principal and resale by the broker-dealer
        for
        its account;

      


      -
        an
        exchange distribution in accordance with the rules of the applicable
        exchange;

      


      -
        privately negotiated transactions;

      


      -
        short
        sales effected after the date of this prospectus;

      


      -
        through
        the writing or settlement of options or other hedging transactions, whether
        through an options exchange or otherwise;

      


      -
        broker-dealers may agree with the selling shareholders to sell a specified
        number of such common shares at a stipulated price per common
        share;

      


      -
        a
        combination of any such methods of sale; and

      


      -
        any
        other method permitted pursuant to applicable law.

      


      The
        selling shareholders may, from time to time, pledge or grant a security interest
        in some or all of the common shares owned by them and, if they default in
        the
        performance of their secured obligations, the pledgees or secured parties
        may
        offer and sell the common shares, from time to time, under this prospectus,
        or
        under an amendment to this prospectus under Rule 424(b)(3) or other applicable
        provision of the Securities Act amending the list of selling shareholders
        to
        include the pledgee, transferee or other successors in interest as selling
        shareholders under this prospectus. The selling shareholders also may transfer
        the common shares in other circumstances, in which case the transferees,
        pledgees or other successors in interest will be the selling beneficial owners
        for purposes of this prospectus.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      In
        connection with the sale of our common shares or interests therein, the selling
        shareholders may enter into hedging transactions with broker-dealers or other
        financial institutions, which may in turn engage in short sales of the common
        shares in the course of hedging the positions they assume. The selling
        shareholders may also sell our common shares short and deliver these securities
        to close out their short positions, or loan or pledge the common shares to
        broker-dealers that in turn may sell these securities. The selling shareholders
        may also enter into option or other transactions with broker-dealers or other
        financial institutions or the creation of one or more derivative securities
        which require the delivery to such broker-dealer or other financial institution
        of shares offered by this prospectus, which shares such broker-dealer or
        other
        financial institution may resell pursuant to this prospectus (as supplemented
        or
        amended to reflect such transaction).

      


      The
        aggregate proceeds to the selling shareholders from the sale of the common
        shares offered by them will be the purchase price of the common shares less
        discounts or commissions, if any. Each of the selling shareholders reserves
        the
        right to accept and, together with their agents from time to time, to reject,
        in
        whole or in part, any proposed purchase of common shares to be made directly
        or
        through agents. We will not receive any of the proceeds from this offering.
        

      


      The
        selling shareholders also may resell all or a portion of the shares in open
        market transactions in reliance upon Rule 144 under the Securities Act of
        1933,
        provided that they meet the criteria and conform to the requirements of that
        rule.

      


      The
        selling shareholders and any underwriters, broker-dealers or agents that
        participate in the sale of the common shares or interests therein may be
        "underwriters" within the meaning of Section 2(11) of the Securities Act.
        Any
        discounts, commissions, concessions or profit they earn on any resale of
        the
        shares may be underwriting discounts and commissions under the Securities
        Act.
        Selling shareholders who are "underwriters" within the meaning of Section
        2(11)
        of the Securities Act will be subject to the prospectus delivery requirements
        of
        the Securities Act.

      


      To
        the
        extent required, our common shares to be sold, the names of the selling
        shareholders, the respective purchase prices and public offering prices,
        the
        names of any agents, dealer or underwriter, any applicable commissions or
        discounts with respect to a particular offer will be set forth in an
        accompanying prospectus supplement or, if appropriate, a post-effective
        amendment to the registration statement that includes this
        prospectus.

      


      In
        order
        to comply with the securities laws of some states, if applicable, the common
        shares may be sold in these jurisdictions only through registered or licensed
        brokers or dealers. In addition, in some states the common shares may not
        be
        sold unless it has been registered or qualified for sale or an exemption
        from
        registration or qualification requirements is available and is complied
        with.

       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

      


      We
        have
        advised the selling shareholders that the anti-manipulation rules of Regulation
        M under the Exchange Act may apply to sales of shares in the market and to
        the
        activities of the selling shareholders and their affiliates. In addition,
        we
        will make copies of this prospectus (as it may be supplemented or amended
        from
        time to time) available to the selling shareholders for the purpose of
        satisfying the prospectus delivery requirements of the Securities Act. The
        selling shareholders may indemnify any broker-dealer that participates in
        transactions involving the sale of the shares against certain liabilities,
        including liabilities arising under the Securities Act.

      


      We
        have
        agreed to indemnify the selling shareholders against liabilities, including
        liabilities under the Securities Act and state securities laws, relating
        to the
        registration of the shares offered by this prospectus.

      


      We
        have
        agreed with the selling shareholders to keep the registration statement of
        which
        this prospectus constitutes a part effective until the earlier of (1) such
        time
        as all of the shares covered by this prospectus have been disposed of pursuant
        to and in accordance with the registration statement, (2) the date on which
        the
        shares (other than shares held by our Affiliates) may be sold pursuant to
        Rule
        144(k) of the Securities Act and (3) April 4, 2008.

       

      
        
          
          

        

        
          -3-