EXPLORATION AGREEMENT

                           POTATO HILLS DEEP PROSPECT


THIS  EXPLORATION AGREEMENT (the "Agreement") is made and entered into effective
the  27th  day  of  February,  2003,  by and between The GHK Company, L.L.C. and
GHK/Potato  Hills  Limited  Partnership (hereinafter collectively referred to as
"GHK"),  and  BWP  Gas,  L.L.C.  (hereinafter  referred  to  as  "Participant").

WHEREAS,  GHK represents that it is the present owner of oil and gas leases (the
"Leases")  more  particularly  described  on  Exhibit  "A"  attached  hereto.

WHEREAS,  Participant  desires  to  acquire a certain undivided portion of GHK's
rights,  titles  and interests in and to the wellbores of certain wells that may
be  drilled  subject  to  the  tenns,  conditions,  reservations and limitations
hereinafter  provided, and to participate in the drilling of an Initial Well for
oil  and/or  gas  as  hereinafter  provided.

NOW  THEREFORE,  for  and  in  consideration  of  the  covenants  and agreements
hereinafter  contained  and  set  forth, to be kept and performed by the parties
hereto,  such  parties  agree  as  follows:

    I       CONTRACT  AREA
            --------------

        1.1 The area (CONTRACT AREA) covered by this Agreement is described as:

            TOWNSHIP  3  NORTH,  RANGE  19  EAST,  LATIMER  CO.,  OKLAHOMA
            --------------------------------------------------------------
            SECTIONS  25,  26,  35  AND  36

            TOWNSHIP  3  NORTH,  RANGE  20  EAST.  LATIMER  CO.,  OKLAHOMA
            --------------------------------------------------------------
            SECTIONS  25  THROUGH  36

            TOWNSHIP  3  NORTH,  RANGE  21  EAST,  LATIMER  CO.,  OKLAHOMA
            --------------------------------------------------------------
            SECTIONS  29,  30,  31,  AND  32

            TOWNSHIP  2  NORTH,  RANGE  19  EAST,  PUSHMATAHA  CO.,  OKLAHOMA
            -----------------------------------------------------------------
            SECTIONS  1  THROUGH  4,  9  THROUGH  15

            TOWNSHIP  2  NORTH,  RANGE  20  EAST,  PUSHMATAHA  CO.,  OKLAHOMA
            -----------------------------------------------------------------
            SECTIONS  1  THROUGH  9

            TOWNSHIP  2  NORTH,  RANGE  21  EAST,  PUSHMATAHA  CO.,  OKLAHOMA
            -----------------------------------------------------------------
            SECTION  6


    II.     EXHIBITS
            --------

        2.1  Attached to and made a part hereof for all intents and purposes are
        the following  Exhibits:

            Exhibit  "A"  - Schedule of leases (the "Leases") owned by GHK prior
            to  February  13,  2003;

            Exhibit  "B"  -  Copy  of A.A.P.L. Form 610-1989 Operating Agreement
            (sometimes  referred  to  herein  as "JOA"), including modification,
            deletions and additions, to be utilized in accordance with the terms
            and  provisions  of  this  Agreement;

            Exhibit  "C"  -  Two (2) copies of Authority for Expenditure ("AFE")
            for  the  drilling  and completion of the Mary #2-34 well in Section
            34-3N-20E,  Latimer  County,  Oklahoma.


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                                  EXHIBIT "A"
                 ATTACHED HERETO AND MADE A PART OF THAT CERTAIN
                    ASSIGNMENT AGREEMENT DATED MARCH 12, 2003
                         BY AND BETWEEN FAR GROUP, INC.
                          AND OKLAHOMA HILLS GAS, L.P.


<PAGE>
    III     INTEREST  OF  PARTIES
            ---------------------

       3.1  The  ownership percentage ("Ownership Percentage") of the Parties is
       as  follows:

       Mary  #2-34  Wellbore
       ---------------------

       * Participant     5%-  10%  of  8/8ths

            *Mary  #2-34  wellbore interest of Participant shall be a minimum of
            5%  of  8/8ths and a maximum of 10% of 8/8ths and will be determined
            at  option  of  Participant  pursuant  to  Paragraph  4.1  below.

       Subsequent Wells Drilled in  the  Contract Area Pursuant to Article VIII
       ------------------------------------------------------------------------
       Below
       -----

       GHK             90%
       Participant     10%

      3.2   It  is  understood  and  agreed  that  Participant shall not pay any
      geological,  geophysical,  or  lease  acquisition costs in connection with
      this  Agreement  insofar  as it covers the Contract Area and shall only be
      responsible  for  its  promoted  share of drilling and completion costs in
      accordance  with  Articles  VI  and  VIII  below.

    IV.     ASSIGNMENT
            ----------

      4.1   Participant  shall  have  sixty (60) days from the execution date of
      this  Agreement  to  tender  payment to 011K in the amount of five million
      dollars  ($5,000,000  U.S.).  Upon  receipt  of  payment  in the amount of
      $5,000,000,  GHK agrees to assign to Participant an undivided five percent
      of  8/8ths  (5%  of 8/8ths) interest in the Mary #2-34 wellbore in Section
      34-3N-20E,  Latimer County, Oklahoma. In addition to the aforementioned 5%
      of  8/8ths working interest, Participant shall have the option to purchase
      an  additional  1%  to  5%  of  8/8ths  working interest in the Mary #2-34
      wellbore  (for a maximum ten percent [10%] working interest) by paying one
      million  dollars  ($1,000,000) for each additional one percent (1%) taken.
      Said  option  must  be exercised and payment tendered to GHK within ninety
      (90) days from the execution date of this Agreement. Any interest assigned
      and  delivered  to  Participant shall be subject to the overriding royalty
      burdens  set  forth  below  and  without  warranty of any kind, express or
      implied, except that GHK shall warrant title to the Leases by, through and
      under  itself,  but not otherwise, and Participant shall have the right to
      enforce,  to  the  extent  such  rights  are  assignable,  any  warranties
      contained in the Leases. Said wellbore Assignment shall be effective as of
      the  same  date  hereof  and  shall  be  subject to the terms, conditions,
      reservations  and  limitations  of  the  following:

            a.    The  Leases;  and  all  Assignments as to any portion thereof;

            b.    This  Agreement;

            c.    That  certain  unrecorded  Operating Agreement dated effective
            June 1, 2002, by and between the Parties hereto, a full and complete
            copy  of  which  is  attached  hereto  as  Exhibit  "B";

            d.    An  overriding royalty interest in favor of GHK on all acreage
            assigned  by GHK to Participant in an amount equal to the difference
            between existing burdens and twenty-five percent (25%), it being the
            intent  of  GHK  to deliver a seventy five percent (75%) net revenue
            interest  in  the  Leases  to  Participant.

            e.    As  to  the  following units that are held by production as of
            the  effective  date hereof, a depth limitation whereby GHK reserves
            and  excepts  unto  itself  in  any assignment made pursuant to this
            agreement  all  rights  as  to  those depths and formations from the
            surface  of the earth to the stratigraphic equivalent of the base of
            the  Upper Jackfork (Ratcliff)


Exploration Agreement.doc                2
<PAGE>
            formation  as  defined  at  5,410' in the Ratcliff #1-33 wellbore in
            Section  33-3N-20E,  Latimer  County,  Oklahoma.

                  Township  2  North  -  Range  20  East
                  --------------------------------------
                  Sections  3,  4,  5,  6,  8  and  9

                  Township  3  North  -  Range  20  East
                  --------------------------------------
                  Sections  25,  31,  34,  35  and  36

                  Township  2  North  -  Range  19  East
                  --------------------------------------
                  Sections  3,  10  and  12

            f.    As  to  the  following units that are held by production as of
            the  effective  date hereof, a depth limitation whereby GHK reserves
            and  excepts  unto  itself  in  any assignment made pursuant to this
            agreement all rights as to those depths and formations listed below:

Township 2 North - Range 20 East
--------------------------------
            Section 7:        From the surface of the earth to the stratigraphic
                              equivalent  of  the  base  of  the  basal Jackfork
                              sandstone  as  defined  at 7,815' in the Four Star
                              #1-7  wellbore.

            Township  3  North  -  Range  20  East
            --------------------------------------
            Section 32:       From the surface of the earth to the stratigraphic
                              equivalent  of  the  base  of  the  Cedar  Creek
                              sandstone  as defined at 5,600' in the Allen #2-32
                              wellbore.

            Township  3  North  -  Range  20  East
            --------------------------------------
            Section 33:       From the surface of the earth to the stratigraphic
                              equivalent  of  the  base  of  the  Cedar  Creek
                              sandstone  as defined at 5,330' in the Cedar Creek
                              #3-33  wellbore.

            Township  2  North  -  Range  19  East
            --------------------------------------
            Section 1:        From the surface of the earth to the stratigraphic
                              equivalent  of  the  base  of  the  basal Jackfork
                              sandstone  as  defined  at 4,836' in the Wigington
                              #1-1  wellbore.

            Township  2  North  -  Range  19  East
            --------------------------------------
            Section 2:        From the surface of the earth to the stratigraphic
                              equivalent  of  the  base  of  the  basal Jackfork
                              sandstone as defined at 6,150' in the Koopman #1-2
                              wellbore.

            Township  2  North  -  Range  19  East
            --------------------------------------
            Section 9:        From the surface of the earth to the stratigraphic
                              equivalent  of the base of the Arkansas Novaculite
                              formation  as  defined  at  5,546' in the Gee #1-9
                              wellbore.

            Township  2  North  -  Range  19  East
            --------------------------------------
            Section 11:       From the surface of the earth to the stratigraphic
                              equivalent  of  the  base  of  the  Cedar  Creek
                              sandstone as defined at 5,052' in the Hester-Clell
                              #1-1  1  wellbore.

            g.    Subject  to that certain Letter Agreement dated July 23, 1998,
            by  and  between GHK and W. O. Pettit, W. P. Lerbiance, Jr., Tripco,
            Inc.  and/or Prism Energy, Inc., and Don W. Roberts ("Pettit Group")
            whereby  the  Pettit  Group  has  the  right  to acquire from GHK an
            undivided  five  percent  (5.0%)  interest  in  each  section of the
            Contract  Area  where GHK owns at least fifty percent (50.0%) in the
            Contract Area and five percent (5.0%) of GHK's leasehold interest in
            each  section  of  the  Contract Area where GHK owns less than fifty
            percent  (50.0%).


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<PAGE>
            h.    Subject  to  existing  agreements  with Chesapeake Exploration
            Limited  Partnership,  Palace  Exploration  Company,  Castlerock
            Resources,  Inc.,  and Tularosa, Inc. dated effective March 28, 2002
            whereby  GHK's interest is reduced by a proportionate 15%, 14%, 0.5%
            and  0.5%  respectively.

            i.    GHK  reserves  and  excepts unto itself all rights in existing
            wellbores,  equipment,  facilities  and  pipelines  within  the AMI.
            Should  any  existing wellbore be reentered, recompleted or deepened
            ("subsequent  operation")  to  a formation that is to be assigned to
            Participant,  then  Participant shall have the option to participate
            in  the subsequent operation by paying its ownership share of GHK' s
            actual  cost  to  drill  the well to the point before the subsequent
            operation along with its ownership share of the cost to complete the
            subsequent  operation.

      4.2   The interest assigned shall be subject to its proportionate share of
      all  royalties,  overriding  royalties,  production  payments  and  other
      leasehold  burdens  created,  reserved, excepted or assigned in any of the
      instruments  referred  to  in  Article  4.1  above.

    V.      AREA  OF  MUTUAL  INTEREST
            --------------------------

      5.1   An  Area  of  Mutual  Interest  ("AMI")  identical  in  area  to the
      aforementioned  Contract  Area  is  hereby  established.

      5.2   The  AMI created pursuant to this paragraph shall be effective as of
      the  same date this Agreement is effective and shall continue for a period
      of  five  (5) years thereafter. The duration of the AMI can be extended or
      reduced  only  by  written  agreement  of  the  parties  hereto.

      5.3   Should Participant or anyone ion their behalf, or for their benefit,
      directly  or indirectly after the effective date of this Agreement acquire
      any Additionally Acquired Interests within the AMI, then Participant shall
      offer  GHK  the right to acquire its Ownership Share of the same by paying
      its  proportionate  share  of  the costs incurred in connection therewith.
      Participant  shall  give prompt written notice of all the particulars with
      respect  to  price,  terms  and  conditions relative to such leases and/or
      rights  with the AMI. GHK shall have ten (10) days (forty-eight [48] hours
      if  a  well  is  drilling  or  completing  within  one [1] mile of the AMI
      outline)  to  acquire its proportionate share of such offering by paying a
      like  share  of  the  actual  land costs attributable to such acquisition.
      Failure  or  refusal  to notify or pay Participant in the manner set forth
      above shall constitute an election by GHK not to acquire its proportionate
      share  of  said  interest.

      5.4   Participant  shall  offer  GHK  its Ownership Share of any leasehold
      interest,  unleased  mineral interest, force pooled interest, or any other
      interests  or  rights  whatsoever  ("Participant's  Interests"),  which
      Participant  currently  owns within the AMI. Participant's Interests shall
      be  offered  in  writing  to  GHK  within ten (10) days from execution and
      delivery  of  this  Agreement  and GHK will have ten (10) days to elect to
      acquire  its Ownership Share of Participant's Interests at actual cost and
      existing  net  revenue interest. Participant's Interests shall be assigned
      by  Participant  to  GHK  within  thirty (30) days of GHK's payment of its
      proportionate  share  of  land  costs,  subject  to  an overriding royalty
      interest  equal  to the difference between existing burdens and twenty two
      percent  (22.00%), it being the intent of Participant to deliver a seventy
      eight percent (78.00%) net revenue interest in the Participant's Interests
      to GHK. In the event Participant's Interest has existing burdens in excess
      of  twenty  two percent (22.00%), then such interest shall be delivered to
      GHK  at  existing  net  revenue  interest and Participant shall reserve no
      overriding  royalty  interest  as  to  such  interest.


Exploration Agreement.doc              4
<PAGE>
    VI.     INITIAL  WELL  COMMITMENT
            -------------------------

      6.1   The  Parties  hereto agree to join in the drilling of the Mary #2-34
      well  ("Initial  Well") at a location in the Southwest ("SW/4") of Section
      34,  Township  3  North,  Range 20 East, Latimer County, Oklahoma. GHK has
      commenced  drilling  and is currently drilling the Initial Well at a depth
      of approximately 17,500'. GHK shall diligently pursue the drilling of said
      Initial  Well  to a total depth of 24,500' below the surface of the ground
      or a depth sufficient to adequately test the Arbuckle formation, whichever
      is the lesser depth. For the purpose of drilling said Initial Well, all of
      Section  34-3N-20E,  Latimer  County,  Oklahoma  shall  be  considered the
      appropriate  drilling  and spacing unit unless changed by 011K pursuant to
      State  and/or  Federal  rules  and  regulations  or  by  mutual agreement.

      6.2   Should  the  total  costs as reflected on the AFE attached hereto as
      Exhibit  "C" exceed one hundred and ten percent (110%), Participant agrees
      to  pay  its  proportionate  Ownership  Share,  as  determined pursuant to
      Articles  3.1  and 4.1 hereinabove, of all costs incurred in the drilling,
      testing,  equipping,  producing and operating the Initial Well that exceed
      110% of the AFE. GHK will invoice Participant for such costs incurred on a
      monthly  basis.

      6.3   If,  prior  to  reaching the authorized depth during the drilling of
      the  Initial  Well,  or  prior  to  completing  said  well, conditions are
      encountered, which would render further operations by a reasonably prudent
      Operator  impractical  or unreasonably dangerous and Operator is forced to
      abandon  the  well,  then,  within  sixty  (60)  days  after  cessation of
      operations  GHK  shall have the right to commence or cause to be commenced
      the  actual  drilling  of  a  "Substitute Well" for said Initial Well at a
      mutually  acceptable  (among  the  parties  of  the  Operating  Agreement)
      location  on the Contract Area described in the JOA, and then continue the
      drilling  thereof  in  the same manner and to at least the same authorized
      depth  as  provided for the Initial Well, and such Substitute Well when so
      drilled  shall  qualify  as  the  Initial Well. Assignor may drill as many
      Substitute  Wells  as  may  be  necessary  to  reach  the authorized depth
      provided  operations  for  each  Substitute Well shall be commenced within
      sixty (60) days of cessation of operations of the previous Substitute Well
      unless a shorter term is required by any of the Leases or Agreements. Each
      such  Substitute  Well  shall be considered under this Agreement to be the
      Initial  Well.

      6.4   By  execution  of  this Agreement, the parties hereto agree that all
      operations  conducted within the AMI shall be conducted in accordance with
      the  terms and provisions of the form Operating Agreement, attached hereto
      as  Exhibit  "B".  At  such  time  as  the  first well is proposed in each
      drilling  and  spacing  unit  within  the AMI, there shall be prepared and
      submitted  by  the  Operator  for  approval  by  Participant, an operating
      agreement  similar  in  form  as  Exhibit  "B"  attached  hereto.

    VII.    OPERATOR  OF  CONTRACT  AREA
            ----------------------------

      7.1   GHK  shall  be designated Operator of all operations in the AMI. and
      shall  conduct,  direct and have full control of all operations, including
      determination of appropriate drilling and spacing unit size, in the AMI as
      permitted  and  required  within the limits of this agreement, Participant
      agrees  to  support GHK as Operator at any hearing before any State and/or
      Federal  regulatory  body  in  which  GHK  is  seeking  operations.

    VIII.   SUBSEQUENT  WELLS
            -----------------

      8.1   Should  GHK  desire  to drill a well or wells ("Subsequent Well") in
      addition  to  the  Initial  Well on lands in the AMI, then with respect to
      each  additional  well  GHK  shall  give Participant written notice of the
      proposed  operation  specifying  the work to be performed, the approximate
      location,  proposed  depth, objective formation, and the estimated cost of
      the  operation  in  the form of an AFE. Participant shall have thirty (30)
      days  after  receipt of the


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<PAGE>
     notice  within  which to notify, in writing, GHK whether Participant elects
     to  participate  in  the  cost  of  the  proposed  operation.  Failure  of
     Participant  to reply within the 30-day period shall constitute an election
     by  that  party  NOT  to
                      ---
      participate  in  the  cost  of  the proposed operation. Should Participant
      elect  to  participate,  they  shall pay and bear an undivided ten percent
      (10%) interest in the wellbore of the Subsequent Well by paying 1.33 times
      of  the  actual  costs associated with the drilling and completion of such
      well.  The  10% interest shall be proportionately reduced to the total GHK
      interest  in  the well. By way of clarification and example, if GHK owns a
      50%  interest  in  a Subsequent Well, Participant's participation interest
      will  be 50% times 10% (or 5%) and when multiplied by 1.33, will result in
      Participant  paying  6.65%  of the actual costs of drilling and completing
      said  well.  Participant's  interest  in  any well shall be limited to the
      wellbore  only  of  such  well.

      8.2   Notwithstanding  anything  to  the contrary contained in Exhibit "B"
      attached  hereto,  in  the  event  GHK proposes that Subsequent Well(s) be
      drilled  in  the  AMI,  Participant  will have thirty (30) days to make an
      election  to  participate  in  such  well or forever forfeit its rights to
      participate  in  that  well  or  any other well drilled in that particular
      spacing  unit.

    IX.     DELAY  RENTALS,  MINIMUM  ROYALTIES,  SHUT-IN  ROYALTIES
            --------------------------------------------------------

      9.1   If any delay rental, minimum royalty or shut-in royalty shall become
      due  on  any  oil  and  gas lease subject to this agreement while the same
      remains in force and effect and such oil and gas lease is not then subject
      to  an  effective JOA entered into pursuant to the terms and provisions of
      this  Agreement,  then the party hereto who originally acquired such lease
      shall  pay  such  delay rental, minimum royalty or shut-in royalty and the
      other  owner  of  such  lease, determined in accordance with the terms and
      provisions  of  this  Agreement,  shall reimburse the paying party for its
      respective  proportionate  part  calculated  pursuant  to  the  terms  and
      provisions  of  this  Agreement upon receipt of an invoice evidencing such
      payment.

    X.      RELATIONSHIP  OF  PARTIES
            -------------------------

      10.1  Nothing contained in this Agreement is intended to create, nor shall
      this  Agreement  be  construed  as creating, a partnership, joint venture,
      mining  partnership,  association  or other relationship whereby any party
      hereto  shall  ever  be held liable for the acts, debts, or obligations of
      the  other. The duties, obligations and liabilities of the parties to this
      Agreement  shall  be several and not joint, it being understood and agreed
      that  each party shall be responsible only for its duties, obligations and
      liabilities  as  set  out  herein.  For  federal  income tax purposes, the
      provision  contained  in the attached JOA in respect to federal income tax
      is  herewith  adopted  for all purposes hereunder as though said provision
      appeared  herein.

    XL.     RISK  OF  LOSS
            --------------

      11.1  GHK  and  Participant  understand  and  agree  that the drilling and
      exploration  for  hydrocarbons  is  a  highly  speculative  venture  and
      Participant  agrees  that GHK has made no warranties or representations as
      to the success or financial gain relative to the above captioned prospect.
      Participant,  by  acceptance  of  this  Agreement,  signifies  that it has
      sufficient  knowledge  and experience to utilize the information contained
      herein and to evaluate the risks involved in any investment in oil and gas
      activities  and  that  it is capable of bearing any and all economic risks
      involved  in this investment with full knowledge that its investment could
      result  in  a  loss.

    XII.    MISCELLANEOUS
            -------------

      12.1  The  terms,  covenants  and  conditions  of  this Agreement shall be
      binding  upon  and  inure  to  the benefit of the parties hereto and their
      respective  successors,  heirs,  representatives  and  assigns.


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<PAGE>
      12.2  Should  Participant  desire  to sell all or any part of its interest
      under this Agreement, or its rights and interests in the Contract Area, it
      shall  promptly  give  written  notice  to  GHK,  with  full  information
      concerning  its  proposed  disposition,  which  shall include the name and
      address of the prospective transferee (who must be ready, willing and able
      to  purchase),  the  purchase  price,  a  legal description, sufficient to
      identify  the  property,  and all other terms of the offer. GHK shall then
      have  an  optional  prior  right,  for a period of ten (10) days after the
      notice  is delivered, to purchase for the stated consideration on the same
      terms  and  conditions  the  interest  which Participant proposes to sell.
      However, there shall be no preferential right to purchase or a requirement
      to  notify  GHK,  in  the  following  events:  (i)  Participant desires to
      mortgage  its  interest, (ii) Participant desires to transfer title to its
      interests  to  its  mortgagee  in  lieu of or pursuant to foreclosure of a
      mortgage  of its interests, (iii) Participant disposes of its interests by
      merger,  reorganization,  consolidation,  or  (iv)  Participant  sells  or
      transfers  all or any part of its interests to an affiliate entity, trust,
      subsidiary or parent company or to a subsidiary of a parent company, or to
      any  entity  which  Participant  owns  an  interest.

      12.3  The  articles,  sections  and  other  headings  contained  in  this
      Agreement  are  inserted and included solely for convenience and shall not
      be  considered,  or given any effect, in construing this Agreement, or any
      part  thereof,  or in connection with the duties, obligations, benefits or
      liabilities  of  the  respective  parties  hereto,  or in ascertaining the
      intent  of  the parties hereto if any questions of intent should arise; it
      being otherwise the intention of the parties hereto that this Agreement be
      construed  as  whole.

      12.4  The  Agreement  represents  the entire agreement between the parties
      hereto  with  respect  to  the AMI, and shall only be amended by a written
      instrument  executed  by  all  the  parties  hereto.

      12.5  Each  of  the parties to this Agreement represents it is not a party
      to  any  agreement  or  arrangement  which  conflicts  with  the terms and
      provisions  of  this  Agreement.

      12.6  Any  party's  obligations  under  this  Agreement shall be suspended
      during  the  time  and  to  the extent that it is prevented from complying
      therewith, in whole or in part, by weather conditions, labor disturbances,
      civil  disorder,  Acts  of  God,  unavoidable  accidents,  laws,  rules or
      regulations  of governmental bodies or agencies, delays in transportation,
      inability  to  obtain  necessary materials or equipment including drilling
      rigs,  in  the  open market, or any other cause, except financial, whether
      similar or dissimilar to those specifically enumerated, beyond the party's
      reasonable  control.

      12.7  In  the  event of a conflict between this Agreement and JOA attached
      hereto  as Exhibit "B" or any operating agreement prepared pursuant to the
      terms  hereof,  this  Agreement  shall  control.

      12.8  In the event that Participant pays all sums set forth in Article 4.1
      hereinabove,  GHK  does  hereby  grant  Participant the right, but not the
      obligation,  to  participate  with an undivided ten percent (10%) of GHK's
      interest  in all other prospects generated or acquired by GHK (hereinafter
      referred  to  singularly  as  "Prospect"  and  plurally  as  "Prospects").
      Participant's  terms  for  such  participation shall be identical to those
      terms  and  conditions offered to Petroleum Properties Management Company,
      L.L.C.,  Brian  F.  Egolf  and  Robert D. Hissom (hereinafter collectively
      referred to as the "Private Investor Group"). In the event that any of the
      participants  in  the  Private  Investor  Group  makes  an election to not
      participate,  for  its  proportionate  share of any Prospect, Participant,
      shall  have  the  option, but not the obligation, to acquire Participant's
      proportionate  share  of  the  non-participating  Private Investor Group's
      interest  in  said Prospect. Additionally, in the event that GHK makes the
      determination to seek the participation of additional industry partners or
      investors  (other  than  the  Private  Investor  Group)  in  any Prospect,
      Participant  shall  have  the right of first refusal to acquire all or any


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      portion  of  the  participation  interest offered by GHK in said Prospect,
      under  the  same  terms  as  offered  to  said  industry  partner(s)  or
      investor(s).  Participant  will  have  thirty  (30)  days after receipt of
      notice  within which to notify, in writing, GHK whether Participant elects
      to  participate  in the Prospect. Failure to timely reply shall constitute
      an  election  by  Participant not to participate in said Prospect. For the
      purposes  of  this paragraph, the notice to be provided to the Participant
      shall  contain all the terms of the Prospect and all information necessary
      for  Participant  to  make  an informed decision regarding its election to
      participate  in  the  proposed  Prospect.  The  Prospects  currently being
      evaluated  and  assembled  by  011K  include,  but are not limited to, the
      Indian  Prospect in Roger Mills County, Oklahoma, the Goostree Prospect in
      Beckham County, Oklahoma, and the Big "0" Prospect in the Texas Panhandle.
      The  terms of participation have not been determined by GHK for any of the
      Prospects  identified  in  this  Article 12.8, as of the effective date of
      this  Agreement.

      12.9  All notices required hereunder shall be delivered by certified mail,
      return  receipt  requested,  and  shall  be  made  to  the  following:


            The  GHK  Company
            6305  Waterford  Blvd.,  Suite  300
            Oklahoma  City,  OK  73118
            Attention:  Robert  S.  May

            BWP  Gas,  L.L.C.
            5858  Westheimer,  Suite  708
            Houston,  Texas  77057
            Attention:  Managing  Member

            ***prior  to  the  payment  of  the  sums  set  forth in Article 4.1
            hereinabove,  GHK  shall  provide  to  Participant  all  necessary
            consents,  approvals  and authorizations of assignments, and waivers
            of  preferential rights to purchase as to the Ownership Interests to
            be  conveyed  to  Participant.

      12.10 All  jointly acquired well information and proprietary data, whether
      of  technical  or land-related nature, shall be held strictly confidential
      by  Participant.  Requests  from  a  third party to examine or contract to
      lease  or  purchase  any  of such data must be approved in writing by GHK.

If the terms and conditions contained in this Agreement correctly set forth your
understanding  of our agreement, please signify your acceptance by executing the
Agreement in the space provided below and returning one (1) executed original to
GHK  at  the above address on or before ten (10) days from the date of execution
below,  or,  at  GHK's  option,  this Agreement shall expire and have no further
force  and  effect.

IN  WITNESS  WHEREOF,  the  parties hereto have executed this Agreement this 4TH
                                                                             ---
day  of  MARCH  2003,  but  is effective as of the 27th day of February, 2003.
         ------



THE GHK COMPANY, L.L.C.
GHK/POTATO HILLS LIMITED PARTNERSHIP              BWP GAS, L.L.C.

By:  "ROBERT S. MAY"                              By:  "ERNEST BARTLETT"
     --------------------------                      -------------------------
Robert S. May, Attorney-in-Fact                   Title:  HBA GAS, INC.
                                                        ----------------------
                                                        MANAGING MEMBER
                                                        BY:  ERNEST BARTLETT
                                                        PRESIDENT


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