PARTIAL ASSIGNMENT OF CONTRACT


     THIS PARTIAL ASSIGNMENT OF CONTRACT (this "Assignment") is
entered into as of this 10th day of July, 2000, (the "Effective
Date"), by and between Delta Petroleum Corporation, a Colorado
corporation ("Assignor") and Sovereign Holdings, LLC, a Colorado
limited liability company ("Assignee").

          (A)       Assignor is the buyer under that certain Purchase and
Sale Agreement, dated as of June 1, 2000, between Assignor and
Whiting Petroleum Corporation, a Delaware corporation ("Seller"),
(the "Purchase Agreement"), a true complete and correct copy of
which is attached hereto and incorporated herein by this
reference as Exhibit A, for the purchase of certain oil and gas
interests in North Dakota, as more particularly described in
Section 6 of the Purchase Agreement  (the "Interests").

     (B)       Assignor now desires to assign and transfer to Assignee
fifty percent (50%) of Assignor's right, title and interest in,
to and under the Purchase Agreement.

     FOR TEN AND NO/100 DOLLARS ($10.00) AND OTHER GOOD AND
VALUABLE CONSIDERATION, the receipt and sufficiency of which are
hereby acknowledged, Assignor and Assignee hereby agree as
follows:

     1.        Assignment.  Assignor hereby transfers, bargains and
conveys unto Assignee a 50% undivided interest in, to and under
the Purchase Agreement.  For the term of the Purchase Agreement,
Assignor shall continue to work with Assignee in communicating
with the Seller.  Assignee shall have the absolute right to
acquire in its own name 50% of the Interests under the Purchase
Agreement.

     2.        No Defaults.  Assignor warrants and covenants that as
of the date of this Agreement, the Purchase Agreement is in full
force and effect and there exist no defaults thereunder, nor any
acts or events which, with the passage of time or the giving of
notice or both, could become defaults thereunder, on the part of
any party thereto.

     3.        Assumption.  Assignee hereby assumes and agrees to
perform 50% of the obligations of Assignor arising under and in
connection with the Purchase Agreement on and after the date
hereof.

     4.        Indemnify, Defend and Hold Harmless.

          a.        Assignor's Covenant.  Assignor hereby agrees to
indemnify, defend and hold Assignee harmless from and against any
and all claims, demands, liabilities and/or obligations arising
out of or resulting from any failure by Assignor to perform its
obligations pursuant to the  Purchase Agreement, prior to the
date hereof.

          b.        Assignee's Covenant.  Assignee hereby agrees to
reimburse, defend and hold Assignor harmless from and against any
and all claims, demands, liabilities and/or obligations arising
out of or resulting from any failure by Assignor to perform its
obligations pursuant to the Purchase Agreement, on and after the
date hereof.

     5.        Representation.  Assignor represents and covenants to
Assignee that, except for the required consent of the Seller
evidenced below, it has good right to assign and transfer its
rights under the Purchase Agreement in the manner and form
aforesaid.  Assignee represents and covenants to Assignor that it
has good right to assume and receive said Purchase Agreement in
the manner and form aforesaid.

     6.        Attorneys' Fees.  In the event of any litigation
between Assignor and Assignee arising out of the obligations of
Assignor or Assignee under this Assignment or concerning the
meaning or interpretation of any provision contained herein, the
losing party shall pay the prevailing party's costs and expenses
of such litigation, including, without limitation, reasonable
attorneys' fees.

     7.        Successors and Assigns.  This Assignment shall survive
the close of escrow and shall be binding on and inure to the
benefit of the parties hereto, their heirs, executors,
administrators, successors in interest and assigns.

     8.        Counterparts.  This Assignment may be executed in
counterparts, each of which so executed shall, irrespective of
the date of its execution and delivery, be deemed an original,
and the counterparts together shall constitute one and the same
instrument.


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     IN WITNESS WHEREOF, Assignor and Assignee have executed this
Assignment as of the day and year first above written.

                              DELTA PETROLEUM CORPORATION, a
                              Colorado corporation

                                   S/Roger A. Parker
                              By:  Roger A. Parker, President


                              SOVEREIGN HOLDINGS, LLC
                              a Colorado limited liability company


                              By:  s/Scott Reiman
                              Name:  Grandhaven Energy LLC
                              Its: Member


          The undersigned hereby consents to the foregoing
pursuant to Section 10.7 of the Purchase Agreement this 10th day
of July, 2000.

                              WHITING PETROLEUM CORPORATION,
                              a Delaware corporation

                              By:  s/John R. Hazlett
                              Name:  John R.Hazlett
                              Its: Vice President

                            EXHIBIT A

                       Purchase Agreement
                          (Blank Page)


      COLLATERAL ASSIGNMENT OF PURCHASE AND SALE AGREEMENT


     THIS  COLLATERAL ASSIGNMENT OF PURCHASE AND  SALE  AGREEMENT
(this  "Assignment") is dated as of July 10, 2000, made by  DELTA
PETROLEUM  CORPORATION, a Colorado corporation ("Assignor"),  for
the  benefit  of  HEXAGON INVESTMENTS, LLC,  a  Colorado  limited
liability company ("Lender").

                           RECITALS:

     A.    Assignor  has contracted to buy certain  oil  and  gas
interests (the "Interests") from WHITING PETROLEUM CORPORATION, a
Delaware corporation ("Seller") pursuant to that certain Purchase
and  Sale Agreement dated as of June 1, 2000, attached hereto  as
Exhibit A (the "Purchase Agreement").

     B.    Assignor  has applied for a $3,795,000.00   loan  (the
"Loan") from Lender, and Lender has agreed to make the Loan.  The
Loan  is to be secured, in part, by an assignment of the Purchase
Agreement  on  the terms and conditions as provided  for  herein.
The promissory note, loan agreement and any other document now or
hereafter evidencing the Loan are referred to herein as the "Loan
Documents."

     NOW,  THEREFORE, in consideration of Lender's  extension  of
the   Loan   to  Assignor,  and  for  other  good  and   valuable
consideration,  the receipt and sufficiency of which  are  hereby
acknowledged, the parties do hereby agree as follows:

     1  .  Warranties of Assignor.  Assignor does hereby  warrant
and  represent,  as  of the date hereof, to Lender  each  of  the
following:

     a.    The copy of the Purchase Agreement attached hereto  as
Exhibit  A  is  a true, correct and complete copy.  The  Purchase
Agreement  has not been amended, modified, altered,  supplemented
or  superseded in any manner.  Assignor has not consented to  any
waivers of the strict performance and observance by Seller of all
of the terms and provisions of the Purchase Agreement.

     b.    The Purchase Agreement is in full force and effect and
constitutes  the  binding  agreement,  enforceable  against   the
parties thereto in accordance with the terms contained therein.

     c.     There   exist  no  unresolved  title  objections   or
inspection  objections under the Purchase Agreement with  respect
to  objection  periods  which  have expired  under  the  Purchase
Agreement.

      d.    Assignor has not received any notice of default  from
the  Seller,  and,  to  the best of Assignor's  knowledge,  there
exists  no fact or circumstance which, with the passage of  time,
would  constitute an event of default or breach of  the  Purchase
Agreement.

     e.    Assignor has not heretofore assigned any of Assignor's
right, title and interest in the Purchase Agreement to any party.

     2.    Assignment.  Assignor does hereby collaterally  assign
to  Lender  all of its right, title and interest in  and  to  the
Purchase  Agreement, together with the right to any proceeds  and
the  common stock payable thereunder.   All payments and proceeds
payable to Assignor under the Purchase and Sale Agreement  shall
be paid directly to Lender, regardless of whether there exists an
Event of Default under the Loan Documents; provided that prior to
an  Event  of Default, Assignor shall be entitled to receive  the
proceeds which it is not expressly required to pay over to Lender
under  the terms and conditions of the Loan Documents.  Upon  the
occurrence  of  an  Event  of Default (as  defined  in  the  Loan
Documents), or upon the occurrence of a breach by Assignor  under
the  Purchase Agreement, then Lender, acting on its own or acting
through  a  court-appointed  receiver,  may,  but  shall  not  be
obligated to, perform any of the obligations of Assignor pursuant
to  the  Purchase  Agreement, shall receive all proceeds  payable
under  the  Purchase  Agreement, and may  exercise  any  and  all
remedies  available  to Lender under the  Loan  Documents  or  as
otherwise provided by law or equity.  Lender shall apply all such
proceeds  so  collected  in  a manner consistent  with  the  Loan
Documents.

     3.    No  Assumption.   Lender does not  hereby  assume  any
obligation  of  Assignor under the Purchase Agreement.   Assignor
shall  remain liable for all payments, costs and expenses or  any
other  obligation  due  and owing to Seller  under  the  Purchase
Agreement,  including,  without limitation,  the  refund  of  any
earnest  money  (even if received by Lender and  applied  to  the
amounts due under the Loan Documents).  Assignor shall indemnify,
defend  and  hold Lender harmless from and against  any  and  all
claims,  actions,  demands,  loss,  cost,  liability  or  expense
(including,  but  not  limited  to,  reasonable  attorney   fees)
incurred  in connection with any action taken by Lender  pursuant
to this Assignment or asserted against Lender by Seller under the
Purchase  Agreement,  except as the same  results  from  Lender=s
gross negligence and willful misconduct.

     4.    Covenants.  Assignor agrees that it shall not, without
Lender's  prior  written  consent,  consent  to  or  permit   any
modification, alteration, amendment, change or supplement to  the
Purchase  Agreement  except as permitted in the  Loan  Documents.
Assignor  shall not exercise any right or remedy to terminate  or
supersede  the  Purchase  Agreement in any  manner,  except  upon
Seller=s  default thereunder.  Assignor shall furnish  to  Lender
immediately upon Assignor's receipt any and all written  demands,
correspondence,  notices,  or other  communications  from  Seller
concerning the Purchase Agreement.  Assignor shall timely pay and
perform  all  of  its duties and obligations under  the  Purchase
Agreement.

     5.   Payment.  Assignor does hereby authorize and direct the
Seller to pay directly to Lender all credits and payments arising
from or related to ownership of the Interests payable to Assignor
under  the  Purchase  Agreement, including the  delivery  of  any
restricted  common stock of Assignor held by Seller  pursuant  to
the  Purchase  Agreement.  Assignor shall  perform  any  act  and
execute  any  documents  or instruments reasonably  requested  by
Lender or Seller in order to cause monies or common stock payable
to  Assignor under the Purchase and Sale Agreement to be paid  or
delivered  directly to Lender.   Assignor does  hereby  agree  to
indemnify,  defend  and  hold the Seller  and  its  officers  and
directors  harmless from any claim, liability,  damage,  cost  or
expense arising from compliance with this instruction.

     6.    Miscellaneous.   This Assignment shall  inure  to  the
benefit of and be binding upon the  parties,  their respective heirs,
personal  representatives, successors and assigns.  This Assignment may
only be modified  in writing,  signed  by the parties hereto.  A default by
Assignor under  any of the provisions hereof shall constitute an Event  of
Default  under  the  Loan Documents.  This  Assignment  shall  be
interpreted in accordance with the laws of the State of Colorado.

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     IN  WITNESS  WHEREOF, the parties hereto have executed  this
Assignment as of the day and year first above written.

                         ASSIGNOR:

                         DELTA PETROLEUM CORPORATION,
                         a Colorado corporation


                         By: s/Roger A. Parker
                         Roger A. Parker, President

     The  undersigned  as  Seller under  the  Purchase  Agreement
hereby  consents to this Assignment pursuant to Section  10.7  of
the  Purchase  Agreement under the terms and  conditions  as  set
forth herein, to be effective as of the date first above written.



                         WHITING PETROLEUM CORPORATION,
                         a Delaware corporation


                         By:  s/John R. Hazlett
                         Name:     John R. Hazlett
                         Title:    Vice President

                           EXHIBIT A
                       Purchase Agreement
                         [Page Blank)


              [Hexagon Investments, LLC letterhead]


July 10, 2000




Delta Petroleum Corporation
555 17th Street, Suite 3310
Denver, Colorado 80202
Attn: Roger A. Parker, President

      Re:   Loan  in  the amount of $3,795,000.00 made  to  Delta
Petroleum Corporation by Hexagon Investments, LLC

Dear Roger:

     The purpose of this letter agreement ("Letter Agreement") is
to  confirm that, subject to the terms and conditions herein  set
forth,  Hexagon  Investments, LLC, a Colorado  limited  liability
company  ("Lender"), agrees to make the below-referenced loan  to
Delta Petroleum Corporation, a Colorado corporation ("Borrower").

SECTION 1.  LOAN

1.1  Loan.  Borrower desires to receive a loan from Lender in the
amount  of  THREE MILLION SEVEN HUNDRED NINETY FIVE THOUSAND  and
No/100  Dollars  ($3,795,000.00)(the "Loan") for the  purpose  of
purchasing  certain interests in oil and gas properties  as  more
particularly described on Exhibit A attached hereto and  by  this
reference incorporated herein (the "Interests").

SECTION 2.  COMMITMENT

2.1  Note.  The Loan shall be evidenced by a Promissory Note (the
"Note") from Borrower, in a form prepared by Lender, executed and
delivered  simultaneously  with  the  execution  of  this  Letter
Agreement, in the amount of $3,795,000.00, payable to Lender upon
the  terms and conditions contained therein which shall  include,
but not be limited to, the following:

      (a)   Interest Rate.  Interest shall accrue on  the  unpaid
principal  balance  of  the Loan at a rate  per  annum  equal  to
fifteen  percent  (15%).   Interest  shall  accrue  and  compound
monthly on the outstanding principal balance of the Note.

      (b)   Accrual of Interest.  Unless the due date of the Note
is  accelerated  upon the occurrence of an Event of  Default  (as
hereinafter  defined), no payment of principal or interest  shall
be   due  hereunder  until  the  Maturity  Date  (as  hereinafter
defined),  when the outstanding principal balance of  this  Note,
together with all accrued interest thereon and any other sums due
under the Note, shall be immediately due and payable.

      (c)   Maturity Date.  The entire unpaid principal  balance,
all  accrued  and  unpaid interest and all other amounts  payable
under  the Note shall be due and payable in full October 9,  2000
(the "Maturity Date").

      (d)  Distributions to be Applied.  Notwithstanding anything
above  to  the contrary, any and all distributions  and  from  or
related  to  the Interests which would otherwise  be  payable  or
credited  to  Borrower shall be paid and credited  to  Lender  as
payment on the Note.

SECTION 3.  LOAN FEES

3.1  Origination Fee.   The parties acknowledge and agree that an
     origination fee (the "Origination Fee") of $50,000,000 has been
     included  in the face amount of the note, and same shall  be
     payable, with interest, on the Maturity Date.  The Origination
     Fee  has  been earned and shall be non-refundable under  any
     circumstances.

SECTION 4.  SECURITY

4.1   Security.   Borrower  shall cause  the  Loan  and  Borrower
obligation's  under this Letter Agreement to be  secured  by  the
following:

      (a)   A  valid and effectual collateral assignment granting
Lender  a  security  interest in that certain Purchase  and  Sale
Agreement  dated as of June 1, 2000 between Borrower and  Whiting
Petroleum  Corporation (the "Purchase Agreement") and  all  other
documents  relating thereto (collectively the "Contract Rights");
and

     (b)    A  security  interest,  mortgage  or  other   right
satisfactory to Lender that shall be issued if, upon the  closing
of  the Purchase Agreement, the Loan has not been fully paid  and
satisfied.

4.2   Personal Guarantee.  Borrower's directors, officers  and/or
significant shareholders, Roger A. Parker and Aleron  H.  Larson,
Jr.,  shall  cause to be executed contemporaneously  herewith  an
agreement   personally  guaranteeing  the  Loan  (the   "Guaranty
Agreement").

4.3  Security Documents.  All of the documents required by Lender
to  grant  and perfect the liens and security interests  required
herein  shall  be  in a form satisfactory to Lender  and  may  be
referred to herein as the "Security Documents."

SECTION 5.  CONDITIONS PRECEDENT

5.1   The obligation of Lender to make the Loan is subject to the
following  express  conditions precedent, all  of  which,  unless
otherwise provided below, shall have been satisfied prior to  the
granting of the Loan:

      (a)   Loan  Documents.  Borrower shall  have  executed  (or
obtained  the  execution or issuing of) and delivered  to  Lender
this  Letter  Agreement  together with  the  following  documents
(collectively the "Loan Documents"), all in form satisfactory  to
Lender:

          (i)  The Note;

          (ii) The Security Documents; and

          (iii)     The Guaranty Agreement.

      (b)  Consent and Estoppel Documents.  Borrower shall obtain
the  execution and delivery of that certain Estoppel  Certificate
dated  July10,  2000,  executed by  Borrower,  Whiting  Petroleum
Corporation,  for  the benefit of Lender, in  the  form  attached
hereto..

     (c)  Other Conditions.  Unless waived by Lender, in writing,
Borrower,  at  its expense, shall have obtained and delivered  to
Lender  the  following items, all of which shall be in  form  and
content  satisfactory to Lender and shall be subject to  approval
in writing by Lender:

           (i)   As to Borrower: (1) a copy of the organizational
documents  for that entity, (2) evidence of the proper  formation
and   good  standing  of  that  entity  in  the  state   of   its
organization,  and (3) evidence of qualification or  registration
of  that  entity  in the State of Colorado and all  other  states
determined by Lender.

            (ii)   All   minutes,  resolutions  and/or   consents
authorizing Borrower to enter into and perform under the Loan.

           (iii)      A  certified copy of the Purchase Agreement
affecting the Interests.

       (d)    Representations  True.   All  representations   and
warranties  by  Borrower set forth in the  Loan  Documents  shall
remain  true and correct and all agreements that Borrower  is  to
have  performed  or complied with by the date hereof  shall  have
been performed or complied with.

      (e)  No Event of Default.  No Event of Default exists,  and
no  event has occurred and no condition exists that, after notice
or lapse of time, or both, would constitute an Event of Default.

SECTION 6.  REPRESENTATIONS AND WARRANTIES

6.1  Borrower represents and warrants to Lender as follows:

      (a)   Recitals and Statements.  The recitals and statements
of  intent  appearing  in  this Letter  Agreement  are  true  and
correct.

       (b)   Organization  and  Good  Standing.   Borrower  is  a
corporation duly organized, validly existing and in good standing
under  the laws of the state of its organization and is,  to  the
extent  required by law, qualified to do business and is in  good
standing  in the State of Colorado and in each state in which  it
is doing business.

      (c)   Power.  Borrower has full power and authority to  own
its  properties  and assets and to carry on its business  as  now
being conducted.  The execution, delivery and performance of  the
Loan  Documents have been duly authorized by all requisite action
on the part of Borrower.

      (d)  Authority.  Borrower is fully authorized and permitted
to  enter  into  the  Loan  Documents, to  execute  any  and  all
documentation   required   therein,   to   borrow   the   amounts
contemplated  herein  upon the terms  set  forth  herein  and  to
perform  the terms of the Loan Documents, none of which conflicts
with  any provision of any law, rule or regulation applicable  to
Borrower.   The  Loan Documents are the valid and  binding  legal
obligations  of Borrower, and each is enforceable  in  accordance
with    its    terms,   subject   to   bankruptcy,    insolvency,
reorganization, moratorium or other similar laws relating to  the
rights of creditors generally and general principles of equity.

      (e)  Enforceable Liens.  The liens, security interests  and
assignments created by the Security Documents will, when  granted
and  recorded  or filed, be valid, effective, properly  perfected
and enforceable first liens, security interests and assignments.

      (f)   No Other Liens.  The Contract Rights secured  by  the
Security  Documents  are free and clear of any  other  interests,
liens or encumbrances.

      (g)  No Breach.  The execution, delivery and performance by
Borrower  of the Loan Documents will not result in any breach  of
the  terms, conditions or provisions of, or constitute a  default
under,  any  agreement or instrument under which  Borrower  is  a
party  or  is  obligated.  Borrower is  not  in  default  in  the
performance  or  observance  of  any  covenants,  conditions   or
provisions of any such agreement or instrument.

      (h)   No  Actions.   No actions, suits or  proceedings  are
pending or threatened against Borrower that might materially  and
adversely  affect the repayment of the Loan, the  performance  by
Borrower  under  the  Loan Documents or the financial  condition,
business or operations of Borrower.

      (i)   Affirmation of Representations and  Warranties.   All
representations  and  warranties made herein  shall  survive  the
execution  of  this  Letter  Agreement,  and  the  execution  and
delivery  of  all other documents and instruments  in  connection
with the Loan, until the Loan and all indebtedness hereunder have
been  paid  in  full and all of Borrower's obligations  hereunder
have been fully discharged.

SECTION 7.  AFFIRMATIVE COVENANTS

7.1   Until  the  Loan and all other indebtedness hereunder  have
been  paid  in  full and all of Borrower's obligations  hereunder
have been fully discharged:

      (a)   Compliance with Loan Documents.  Borrower shall  make
all payments of interest and principal on the Loan and shall keep
and  comply with all terms, conditions and provisions of the Loan
Documents.

      (b)  Subsequent Actions.  Borrower shall immediately inform
Lender  of  any actions, suits or proceedings involving  Borrower
that  could materially and adversely affect the repayment of  the
Loan,  the  performance by Borrower under the Loan Documents,  or
the financial condition, business or operations of Borrower.

     (c)  Further Assurances.  Borrower shall execute and deliver
such  additional documents and do such other acts as  Lender  may
reasonably require in connection with the Loan.

      (d)  Borrower Notices.  Borrower shall promptly give notice
in  writing  to  Lender of (i) the occurrence  of  any  Event  of
Default, (ii) any change in the name of Borrower, and in the case
of  a  reorganization, any change in name, identity or  corporate
structure,  or  (iii)  any uninsured or  partially  insured  loss
through fire, theft, liability or property damage.

SECTION 8.  NEGATIVE COVENANTS

8.1   Until  the  Loan and all other indebtedness hereunder  have
been  paid  in  full and all of Borrower's obligations  hereunder
have been fully discharged, Borrower shall not, without receiving
the prior written consent of Lender:

      (a)  Dissolution or Liquidation.  Dissolve or liquidate, or
merge or consolidate with or into any other entity, or turn  over
the  management or operation of its property, assets or  business
to any other person, firm or corporation.

     (b)  Due on Sale or Encumbrance.  Assign, transfer or convey
any of its right, title and interest in any property whether real
or  personal  encumbered  by the Security  Documents;  create  or
suffer  to  be  created any mortgage, pledge, security  interest,
encumbrance  or  other  lien on any property  encumbered  by  the
Security  Documents;  or  create or  suffer  to  be  created  any
mortgage, pledge, security interest, encumbrance or other lien on
any  other  property  or assets which it now  owns  or  hereafter
acquires  except in consideration of the contemporaneous  receipt
by it of benefits equal or greater in value to the lien created.

SECTION 9.  WAIVER

9.1   Waiver.   Borrower waives presentment, demand, protest  and
notices  of  protest, nonpayment, partial payment and  all  other
notices  and formalities except as expressly called for  in  this
Letter  Agreement.   Borrower consents to and waives  notice  of:
(i) the granting of indulgences or extensions of time of payment,
(ii)  the taking or releasing of security, and (iii) the addition
or  release  of  persons  who  may  be  or  become  primarily  or
secondarily liable for the Loan or any other indebtedness arising
in connection with the Loan, or any part thereof, and all in such
manner and at such time as Lender may deem advisable.

9.2   Delay  or  Omission.  No delay or  omission  by  Lender  in
exercising  any  right,  power  or  remedy  hereunder,   and   no
indulgence given to Borrower, with respect to any term, condition
or  provision set forth herein, shall impair any right, power  or
remedy of Lender under this Letter Agreement, or be construed  as
a  waiver by Lender of, or acquiescence in, any Event of Default.
Likewise,  no such delay, omission or indulgence by Lender  shall
be  construed  as  a  variation or waiver of any  of  the  terms,
conditions  or provisions of this Letter Agreement.   Any  actual
waiver by Lender of any Event of Default shall not be a waiver of
any  other  prior or subsequent Event of Default or of  the  same
Event  of  Default  after  notice to  Borrower  demanding  strict
performance.

SECTION 10.  DEFAULT

10.1  Event  of Default.  The occurrence of any of the  following
events or conditions shall constitute an "Event of Default" under
this Letter Agreement:

      (a)  Any failure to pay any principal or interest under the
Note  when the same shall become due and payable and such failure
continues for five (5) days thereafter, or the failure to pay any
other  sum  due  under  the Note, this Letter  Agreement  or  any
Security Document when the same shall become due and payable  and
such failure continues for ten (10) days after notice thereof  to
Borrower.   No notice, however, shall be required after  maturity
of the Note.

     (b)  Any failure or neglect to perform or observe any of the
covenants, conditions or provisions of this Letter Agreement, the
Note,  any  Security Document or any other document or instrument
executed or delivered in connection with the Loan (other  than  a
failure  or  neglect  described in  one  or  more  of  the  other
provisions  of this Paragraph 10.1) and such failure  or  neglect
either cannot be remedied or, if it can be remedied, it continues
unremedied for a period of thirty (30) days after notice  thereof
to  Borrower.  Notwithstanding the foregoing, in the case  of  an
Event  of Default under this subparagraph 10.1(b), if such  Event
of Default cannot be remedied within 30 days, Borrower shall have
an  additional thirty (30) days to remedy such Event  of  Default
provided that Borrower commences its cure within the first thirty
(30) day period and diligently prosecutes such cure.  In no event
shall  Borrower have more than the sixty (60) days allowed  under
this  subparagraph 10.1(b) to effectuate a cure of  an  Event  of
Default  hereunder unless Lender agrees to extend such period  of
time,  which extension may be granted or denied in Lender's  sole
discretion.

      (c)  Any warranty, representation or statement contained in
this Letter Agreement, in the Note or in any Security Document or
any  other  document  or  instrument  executed  or  delivered  in
connection with the Loan, or made or furnished to Lender by or on
behalf  of  Borrower, that shall be or shall prove to  have  been
false when made or furnished.

      (d)   The filing by Borrower (or against Borrower to  which
Borrower  acquiesces or that is not dismissed within  sixty  (60)
days  after  the  filing  thereof) of any  proceeding  under  the
federal  bankruptcy laws now or hereafter existing or  any  other
similar statute now or hereafter in effect; the entry of an order
for  relief  under  such laws with respect to  Borrower  or  such
guarantor;  or the appointment of a receiver, trustee,  custodian
or  conservator of all or any part of the assets of  Borrower  or
such guarantor.

      (e)   The  insolvency  of Borrower;  or  the  execution  by
Borrower  of an assignment for the benefit of creditors;  or  the
convening by Borrower of a meeting of its creditors, or any class
thereof, for purposes of effecting a moratorium upon or extension
or  composition of its debts; or the failure of Borrower  to  pay
its  debts as they mature; or if Borrower is generally not paying
its debts as they mature.

      (f)  The admission in writing by Borrower that it is unable
to  pay  its  debts  as they mature or that it is  generally  not
paying its debts as they mature.

       (g)   The  liquidation,  termination  or  dissolution   of
Borrower.

     (h)  Any levy or execution upon, or judicial seizure of, any
portion of any collateral or security for the Loan.

      (i)  Any attachment or garnishment of, or the existence  or
filing  of  any  lien or encumbrance against any portion  of  any
collateral  or  security for the Loan, that  is  not  removed  or
released  within thirty (30) days after its creation  or  is  not
released  within sixty (60) days of its creation if  Borrower  is
diligently contesting such lien or encumbrance in good faith  and
has  provided Lender with security therefor acceptable to  Lender
in its sole discretion.

      (j)  The institution of any legal action or proceedings  to
enforce  any  lien  or  encumbrance  upon  any  portion  of   any
collateral or security for the Loan, that is not dismissed within
thirty (30) days after its institution, or is not released within
sixty  (60)  days  of its institution if Borrower  is  diligently
contesting such action in good faith and has provided Lender with
security  therefor acceptable to Lender in its  sole  discretion;
provided, however, that if such legal action or proceedings could
not  result in an award, judgment or decision requiring an action
by  the  Borrower other than the payment of funds,  no  Event  of
Default  shall be deemed to occur or be continuing upon  Borrower
establishing an escrow account in an amount equal to  or  greater
than any such threatened award, judgment or decision.

      (k)   The occurrence of any event of default under the Loan
Documents  and the expiration of any applicable notice  and  cure
period.

      (l)   The occurrence of any adverse change in the financial
condition  of Borrower that Lender, in its reasonable discretion,
deems material, or if Lender in good faith shall believe that the
prospect of payment or performance of the Loan is impaired.

10.2  Remedies.  Upon the occurrence of any Event of Default  and
at any time while such Event of Default is continuing, Lender may
do one or more of the following:

     (a)  Declare the Loan and all other indebtedness of Borrower
hereunder immediately due and payable, without notice or demand;

      (b)  Proceed to protect and enforce its rights and remedies
under   this  Letter  Agreement,  the  Note,  and  all   Security
Documents;

      (c)  Avail itself of any other relief to which Lender may be
legally or equitably entitled.

10.3  Enforcement  Costs.   Borrower  shall  pay  all  costs  and
expenses,  including without limitation costs of  title  searches
and  title  policy commitments, Uniform Commercial Code searches,
court  costs and reasonable in-house and outside attorneys' fees,
incurred  by Lender in enforcing payment and performance  of  the
Loan  and  the  other  indebtedness and obligations  of  Borrower
hereunder  or  in  exercising the rights and remedies  of  Lender
hereunder.  All such costs and expenses shall be secured  by  all
Security Documents.  In the event of any court proceedings, court
costs  and attorneys' fees shall be set by the court and  not  by
jury and shall be included in any judgment obtained by Lender.

SECTION 11.  ACTION UPON AGREEMENT

11.1 No Third Party Beneficiaries.  This Letter Agreement is made
for the sole protection and benefit of the parties hereto and  no
other  person  or  organization shall have any  right  of  action
hereon.

11.2  Integration.   This Letter Agreement  embodies  the  entire
Letter Agreement of the parties with regard to the subject matter
hereof.   There  are  no  representations, promises,  warranties,
understandings  or  agreements  expressed  or  implied,  oral  or
otherwise,  in relation thereto, except those expressly  referred
to or set forth herein.  Borrower acknowledges that the execution
and  delivery of this Letter Agreement is its free and  voluntary
act  and deed, and that said execution and delivery have not been
induced  by,  nor  done  in reliance upon,  any  representations,
promises,  warranties,  understandings  or  agreements  made   by
Lender, its agents, officers, employees or representatives.

11.3  Modifications.   No  promise, representation,  warranty  or
agreement made subsequent to the execution and delivery  of  this
Letter  Agreement  by  either party hereto,  and  no  revocation,
partial  or  otherwise, or change, amendment or addition  to,  or
alteration  or  modification of, this Letter Agreement  shall  be
valid  unless the same shall be in writing signed by all  parties
hereto.

11.4  No  Joint Venture.  Lender and Borrower each have  separate
and   independent  rights  and  obligations  under  this   Letter
Agreement.   Nothing  contained  herein  shall  be  construed  as
creating, forming or constituting any partnership, joint venture,
merger or consolidation of Borrower and Lender for any purpose or
in any respect.

SECTION 12.  GENERAL

12.1 Survival.  This Letter Agreement shall survive the making of
the  Loan and shall continue so long as any part of the Loan,  or
any extension or renewal thereof, remains outstanding.

12.2  Discretionary  Rights.   All rights,  powers  and  remedies
granted Lender herein, or otherwise available to Lender, are  for
the  sole  benefit  and  protection of  Lender,  and  Lender  may
exercise any such right, power or remedy at its option and in its
sole and absolute discretion without any obligation to do so.  In
addition, if, under the terms hereof, Lender is given two or more
alternative  courses of action, Lender may elect any  alternative
or combination of alternatives, at its option and in its sole and
absolute  discretion.  All monies advanced by  Lender  under  the
terms hereof and all amounts paid, suffered or incurred by Lender
in  exercising any authority granted herein, including reasonable
attorneys'  fees,  shall  be secured by the  Security  Documents,
shall bear interest at the highest rate payable on the Loan until
paid,  and  shall  be  due  and payable  by  Borrower  to  Lender
immediately without demand.

12.3   Indemnity.   Borrower  shall  indemnify  and  hold  Lender
harmless  from and against all claims, costs, expenses,  actions,
suits,  proceedings, losses, damages and liabilities of any  kind
whatsoever,  including  but not limited to  attorneys'  fees  and
expenses,  arising  out  of  any  matter  relating,  directly  or
indirectly,   to   the  Loan,  to  the  ownership,   development,
construction,  or sale of the Interests, whether  resulting  from
internal disputes of Borrower, disputes between Borrower and  any
guarantor, or whether involving other third persons or  entities,
or  out  of  any other matter whatsoever related to  this  Letter
Agreement,  the  Security Documents, or any  property  encumbered
thereby, but excluding any claim or liability which arises as the
direct  result  of the gross negligence or willful misconduct  of
Lender.   This indemnity provision shall continue in  full  force
and  effect and shall survive not only the making of the Loan and
the Advances but shall also survive the repayment of the Loan and
the performance of all of Borrower's other obligations hereunder.

12.4  Joint and Several.  If Borrower consists of more  than  one
person or entity their liability shall be joint and several.  The
provisions  hereof shall apply to the parties  according  to  the
context  thereof and without regard to the number  or  gender  of
words or expressions used.

12.5  Time of Essence.  Time is expressly made of the essence  of
this Letter Agreement.

12.6  Notices.   All notices required or permitted  to  be  given
hereunder  shall be in writing and may be given in person  or  by
United   States  mail,  by  delivery  service  or  by  electronic
transmission.   Any  notice directed to a party  to  this  Letter
Agreement  shall  become  effective  upon  the  earliest  of  the
following: (i) actual receipt by that party; (ii) delivery to the
designated  address of that party, addressed to  that  party;  or
(iii)  if  given by certified or registered United  States  mail,
seventy-two  (72)  hours  after deposit with  the  United  States
Postal  Service, postage prepaid, addressed to that party at  its
designated address.  The designated address of a party  shall  be
the  address of that party shown at the beginning of this  Letter
Agreement or such other address as that party, from time to time,
may specify by notice to the other parties.  Any notice to Lender
shall  be  sent  Attention:  Conway Schatz, 1407 Larimer  Street,
Suite  300,  Denver, Colorado 80202, with a  copy  to  Steven  C.
Demby,  Esq.,  Brownstein Hyatt & Farber, P.C., 410 17th  Street,
22nd Floor, Denver, Colorado 80202.  Any notice to Borrower under
this   Letter   Agreement   shall  be  sent   simultaneously   to
__________________________________________,
_________________________________.

12.7 Payment of Costs.  Borrower shall pay all costs and expenses
arising  from the preparation of the Loan Documents, the  closing
of  the  Loan and the monitoring and administration of the  Loan,
including  but  not  limited to title insurance  premiums,  other
title  company  charges,  recording and  filing  fees,  costs  of
Uniform  Commercial  Code  searches,  Lender's  attorneys'  fees,
Lender's  processing and closing fees, Lender's inspection  fees,
appraisal  and appraisal review fees, any intangible or recording
taxes  and any other charges that may be imposed on Lender  as  a
direct result of this transaction.

12.8  Severability.   The illegality or unenforceability  of  any
provision of this Letter Agreement or any instrument or agreement
required  hereunder  shall not in any way affect  or  impair  the
legality  or enforceability of the remaining provisions  of  this
Letter   Agreement  or  any  instrument  or  agreement   required
hereunder.

12.9 Choice of Law.  This Letter Agreement shall be governed by
and construed according to the laws of the State of Colorado,
without giving effect to conflict of laws principles.

12.10     Successors.  Except as otherwise provided herein, this
Letter Agreement shall be binding upon, and shall inure to the
benefit of, the parties hereto and their successors and assigns.

12.11     Headings.  The headings or captions of sections and
paragraphs in this Letter Agreement are for reference only, do
not define or limit the provisions of such sections or
paragraphs, and shall not affect the interpretation of this
Letter Agreement.

12.12     Counterparts.  This Letter Agreement may be executed in
counterparts, all of which executed counterparts shall together
constitute a single document.  Signature pages may be detached
from the counterparts and attached to a single copy of this
Letter Agreement to physically form one document.

12.13     JURY WAIVER.  BORROWER AND LENDER HEREBY VOLUNTARILY,
KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO
HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED
UPON CONTRACT, TORT OR OTHERWISE) BETWEEN OR AMONG BORROWER AND
LENDER ARISING OUT OF OR IN ANY WAY RELATED TO THE NOTE, THIS
DOCUMENT OR ANY OTHER RELATED DOCUMENT OR ANY RELATIONSHIP
BETWEEN LENDER AND BORROWER.  THIS PROVISION IS A MATERIAL
INDUCEMENT TO LENDER TO PROVIDE THE FINANCING DESCRIBED HEREIN OR
IN THE OTHER RELATED DOCUMENTS.

     Please indicate your agreement with the terms and provisions
of this Letter Agreement by signing where indicated below and
returning an executed original to the undersigned at the address
set forth above.


                              Sincerely,

                              Hexagon Investments, LLC
                              a Colorado limited liability company

                              By:  s/Scott Reiman
                              Name:
                              Its:



AGREED TO AND ACCEPTED THIS
10 day of July, 2000

DELTA PETROLEUM CORPORATION
a Colorado corporation


By:  s/Roger A. Parker
     Roger A. Parker, President


               ESTOPPEL CERTIFICATE AND AGREEMENT


      THIS ESTOPPEL CERTIFICATE AND AGREEMENT ("Certificate")  is
made  and  entered  into as of this 10th day of  July,  2000,  by
Whiting Petroleum Corporation, a Delaware corporation, having  an
address  of  1700  Broadway, Suite 2300, Denver,  Colorado  80290
("Whiting").   Whiting is the seller under that certain  Purchase
and  Sale Agreement dated as of June 1, 2000, a copy of which  is
attached  as  Exhibit  A hereto (the "Purchase  Agreement"),  and
Delta Petroleum Corporation, a Colorado corporation ("Delta"), is
the  buyer  of  certain oil and gas interests  (the  "Interests")
under   the   Purchase   Agreement.   Whiting   understands   and
acknowledges  that  this  Certificate  will  be  relied  upon  by
Sovereign  Holdings,  LLC, a Colorado limited  liability  company
("Sovereign")  and Hexagon Investments, LLC, a  Colorado  limited
liability  company ("Hexagon") in connection with the  Assignment
and Collateral Assignment described below.

     The undersigned does hereby certify to Sovereign and Hexagon
that to the best of its knowledge, information and belief, as  of
the date hereof:

1.   The  Purchase Agreement attached hereto is a full, true  and
     accurate  copy thereof, the Purchase Agreement  is  in  full
     force and effect, and has not been modified other than as is
     indicated  in  Exhibit  A, and it constitutes  the  complete
     agreement  between  Whiting and Delta with  respect  to  the
     purchase of the Interests.

2.   As  of  the  date of this Certificate, neither  Whiting  nor
     Delta  is  in  default  under  any  terms  of  the  Purchase
     Agreement, nor has any event occurred which with the passage
     of  time,  the  giving of notice, or both, would  become  an
     event of default under the Purchase Agreement.

3.   Whiting  hereby  acknowledges and consents to  that  certain
     Partial  Assignment of Contract dated July 10, 2000, between
     Delta and Sovereign, and the transactions described therein,
     including, without limitation, the assignment from Delta  to
     Sovereign of fifty percent (50%) of Delta's rights under the
     Purchase Agreement.  Whiting acknowledges receipt of a  copy
     of such Partial Assignment of Contract.

4.   Whiting  hereby  acknowledges and consents to  that  certain
     Collateral Assignment of Purchase and Sale Agreement dated  July  10,
     2000,   between  Delta  and  Hexagon  and  the  transactions
     described  therein,  including, without limitation,  Delta's
     grant  to  Hexagon of a security interest in Delta's  rights
     under  the Purchase Agreement.  Whiting acknowledges receipt
     of a copy of such Collateral Assignment of Purchase and Sale
     Agreement.

5.   Whiting  acknowledges  that  it  is  holding  the  Interests
     subject   to  the  terms  and  conditions  of  the  Purchase
     Agreement  and  that, subject to such terms and  conditions,
     any credits or other payments arising from or related to the
     ownership of the Interests since February 1, 2000, have been
     accruing for the benefit of Delta.  Whiting hereby agrees to
     distribute  to  Hexagon all credits and payments  that  have
     accrued or will accrue in connection with the Interests from
     the  date  hereof  and that are otherwise payable  to  Delta
     pursuant   to  the  Purchase  Agreement  unless  and   until
     otherwise advised in writing by Hexagon.

       IN  WITNESS  WHEREOF,  the  undersigned  has  caused  this
Certificate  to  be duly executed as of the day  and  year  first
written above.



                              WHITING PETROLEUM CORPORATION
                              a Delaware Corporation



                              By:  s/John R. Hazlett
                              Name: John R. Hazlett
                              Its: Vice President


                         PROMISSORY NOTE


$3,795,000.00                                       July 10, 2000
                                                 Denver, Colorado

     FOR VALUE RECEIVED, the undersigned DELTA PETROLEUM
CORPORATION, a Colorado corporation ("Maker"), whose address is
555 17th Street, Suite 3310, Denver, Colorado 80202, promises to
pay to the order of HEXAGON INVESTMENTS, LLC, a Colorado limited
liability company ("Holder"), whose address is 1407 Larimer
Street, Suite 300, Denver, Colorado 80202, or at such other
address as Holder may from time to time designate, the principal
sum of Three Million Seven Hundred Ninety Five Thousand and
No/100 Dollars ($3,795,000.00), or so much thereof as may be
advanced by Holder hereunder and remain unpaid from time to time,
together with interest on said principal sum or such part thereof
disbursed by Holder, from the date of each disbursement made by
Holder until repaid in full, at the rate and at the times set
forth below.  The loan evidenced by this Promissory Note (the
"Note") is not a revolving loan and, therefore, Maker may not
borrow, repay and reborrow the principal indebtedness evidenced
hereby.

     1.        Definitions.  As used herein, the following terms shall
have the indicated meanings (definitions appear in alphabetical
order and defined terms used within definitions are defined
either above or in the appropriate alphabetical place within this
Paragraph 1):

          (a)       Default Interest Rate.  A fluctuating rate per annum at
all times equal to the lesser of (i) eighteen percent (18%) per
annum, or (ii) the Maximum Rate.

          (b)       Guaranty Agreement.  That certain Guaranty Agreement
dated of even date herewith executed jointly and severally by
Roger A. Parker and  Aleron H. Larson Jr.  for the benefit of
Holder.

          (c)       Loan Documents.  Collectively, all documents and
instruments now or hereafter evidencing, securing, guaranteeing
and/or relating to the indebtedness evidenced by this Note, as
the same may be amended or replaced from time to time hereafter,
including, without limitation, this Note, that certain Letter
Agreement dated contemporaneously herewith, and the Guaranty
Agreement.

          (d)       Maturity Date.  October 9, 2000.

          (e)       Maximum Rate.  The maximum non-usurious rate of
interest per annum permitted by whichever of applicable United
States federal law or Colorado law permits the higher interest
rate, including, to the extent permitted by such applicable law,
any amendments thereof or any new law hereafter coming into
effect to the extent a higher maximum non-usurious rate of
interest is permitted thereby.  The Maximum Rate shall be applied
by taking into account all amounts characterized by applicable
law as interest on the debt evidenced by this Note, so that the
aggregate of all interest does not exceed the maximum
non_usurious amount permitted by applicable law.

          (f)       Note.  This Promissory Note.

     2.        Interest Rate.  The outstanding principal balance of
this Note shall bear interest, from the date of each disbursement
of the loan proceeds made by Holder until repaid in full, at a
rate per annum at all times equal to fifteen percent (15%).
Interest shall accrue and compound monthly on the outstanding
principal balance of this Note.  Interest on the principal
balance of this Note shall be due and payable on the Maturity
Date.

     3.        Accrual of Interest.  Unless the due date of this Note
is accelerated upon the occurrence of an Event of Default (as
hereinafter defined), no payment of principal or interest shall
be due hereunder until the Maturity Date, when the outstanding
principal balance of this Note, together with all accrued
interest thereon and any other sums due under this Note, shall be
immediately due and payable.

     4.        Payment of Interest.  All amounts due hereunder shall
be payable in lawful money of the United States of America.
Accrued interest shall bear interest at the same rate as the
principal of this Note.

     5.        Prepayment.  Maker may prepay this Note upon ten (10)
days' prior written notice to Holder without premium.  Maker
shall not be entitled to reborrow any amounts prepaid hereunder.

     6.        Time.  Time is of the essence hereof.

     7.        Events of Default.  At the option of Holder, the
payment of all principal, any interest accrued thereon and any
other sums then due and payable under the provisions of this Note
will be accelerated and such principal, interest and such other
sums shall be immediately due and payable without notice or
demand upon the earlier to occur of any of the following events
(an "Event of Default"):

          (a)       the failure of Maker to pay any amounts hereunder or
under any other Loan Document when due, subject to any applicable
grace or cure period set forth herein or in such other Loan
Document;

          (b)       any other default hereunder or under any other Loan
Document, not cured within any applicable grace period;

          (c)       the filing by Maker, any guarantor of the obligations
represented by this Note, or any Affiliate of Maker or any such
guarantor of a voluntary petition in bankruptcy; the commencement
of a bankruptcy or insolvency proceeding against any such party
(unless stayed or dismissed within 30 days); the filing by any
such party of an assignment for the benefit of creditors; or the
attachment, execution or judicial seizure, whether by enforcement
of money judgment, writ or warrant of attachment or any other
process, of all or substantially all of the assets of Maker or
such party which is not released within sixty (60) days after
such action; and

     8.        Default Interest Rate.  After the Maturity Date or
after an Event of Default, the principal amount outstanding, and
all accrued interest thereon, shall thereafter bear interest at
the Default Interest Rate.

     9.        Release.  Each Maker, endorser, cosigner and guarantor
of this Note hereby expressly grants to Holder the right to
release or to agree not to sue any other person, or to suspend
the right to enforce this Note against such other person or to
otherwise discharge such person; and each such Maker, endorser,
cosigner and guarantor hereby agrees that the exercise of such
rights by Holder shall have no effect on the liability of any
other person, primarily or secondarily liable hereunder.

     10.       Waivers.  Maker, for itself and its legal
representatives, successors and assigns, expressly waives
presentment, protest, demand, notice of dishonor, notice of
nonpayment, notice of maturity, notice of protest, presentment
for the purposes of accelerating the maturity, and diligence in
collection, and consents that Holder may extend the time for
payment or otherwise modify the terms of payment of any part or
the whole of the debt evidenced hereby.

     11.       Attorneys' Fees.  If Holder employs counsel to collect
this Note or otherwise to exercise its remedies, including
without limitation filing a claim in connection with any
bankruptcy or insolvency proceedings, Maker shall pay the
reasonable fees, costs and expenses of Holder, including without
limitation attorneys' fees, whether or not suit is brought.

     12.       Limitations on Interest.  This Note is subject to the
express condition that at no time shall Maker be obligated or
required to pay interest on the principal balance at a rate which
could subject Holder to either civil or criminal liability as a
result of being in excess of the Maximum ate which Maker is
permitted by law to contract or agree to pay.  If by the terms of
this Note Maker is at any time required or obligated to pay
interest on the principal balance at a rate in excess of such
Maximum Rate, the rate of interest under this Note shall be
deemed to be immediately reduced to such Maximum Rate and
interest payable hereunder shall be computed at such Maximum
Rate.

     13.       Notice.  Whenever any party hereto shall desire to, or
be required to, give or serve any notice, demand, request or
other communication with respect to this Note, each such notice,
demand, request or communication shall be in writing and shall be
effective only if the same is delivered by personal service
(including, without limitation, courier or express service) or
mailed certified or registered mail, postage prepaid, return
receipt requested, or sent by telegram or facsimile transmission
with confirmation of receipt, to the parties at the addresses
shown throughout this Note or such other addresses which the
parties may provide to one another in accordance herewith.  If
notice is sent to Holder, a copy of such notice shall also be
given to Steven C. Demby, Esq., Brownstein Hyatt & Farber, P.C.,
410 17th Street, Suite 2222, Denver, Colorado 80202.  If notice
is sent to Maker, a copy of such notice shall also be given to
Roger A. Parker, c/o Delta Petroleum Corporation, 555 17th
Street, Suite 3310, Denver, Colorado 80202.  Notice delivered
personally will be effective upon delivery to an authorized
representative of the party at the designated address; notices
sent by mail in accordance with the above paragraph will be
effective upon execution by the addressee of the Return Receipt.
Notices delivered via facsimile will be effective upon
confirmation of receipt.

     14.       Recourse Obligation.  This Note is specifically a full
recourse obligation, and nothing herein contained shall be
construed to prevent Holder from proceeding personally against
Maker under this Note.

     15.       Business Purpose.  Maker certifies that this loan is
obtained for business or commercial purposes and that the
proceeds thereof will not be used primarily for personal, family,
household or agricultural purposes.

     16.       Representations and Warranties.  Maker makes the
following representations and warranties, which shall be deemed
to be continuing representations and warranties in favor of
Holder, and covenants and agrees to perform all acts necessary to
maintain the truth and correctness, in all material respects, of
the following:

          (a)       Maker's Employer Identification Number is: 84-1060803
and its principal place of business is 555 17th Street, Suite
3310, Denver, Colorado 80202.

          (b)       Maker agrees that it shall not, without prior written
notification to Holder, move or otherwise change its principal
place of business.

     17.       CHOICE OF LAW.  THIS NOTE WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.  THE PARTIES
FURTHER AGREE THAT IN THE EVENT OF DEFAULT, THIS NOTE MAY BE
ENFORCED IN ANY COURT OF COMPETENT JURISDICTION IN THE STATE OF
COLORADO AND THEY DO HEREBY SUBMIT TO THE JURISDICTION OF ANY AND
ALL SUCH COURTS REGARDLESS OF THEIR RESIDENCE OF WHERE THIS NOTE
OR ANY ENDORSEMENT HEREOF MAY BE EXECUTED.

     18.       WAIVER OF TRIAL BY JURY.  TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, AND ACKNOWLEDGING THAT THE
CONSEQUENCES OF SAID WAIVER ARE FULLY UNDERSTOOD, MAKER HEREBY
EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY, THE RIGHT TO
INTERPOSE ANY DEFENSE BASED UPON ANY STATUTE OF LIMITATIONS, ANY
CLAIM OF LACHES AND ANY SET-OFF OR COUNTERCLAIM OF ANY NATURE OR
DESCRIPTION IN ANY ACTION OR PROCEEDING INSTITUTED AGAINST MAKER
OR ANY OTHER PERSON LIABLE ON THIS NOTE.  MAKER ACKNOWLEDGES AND
AGREES THAT HOLDER SHALL HAVE ALL RIGHTS OF A THIRD PARTY
CREDITOR WITH RESPECT TO THIS NOTE, AND MAKER WAIVES AND RELEASES
FOR ITSELF ALL CLAIMS TO THE CONTRARY.

SIGNATURE PAGE TO THAT CERTAIN PROMISSORY NOTE GIVEN BY DELTA
PETROLEUM CORPORATION, A COLORADO CORPORATION, TO HEXAGON
INVESTMENTS, LLC, A COLORADO LIMITED LIABILITY COMPANY

     EXECUTED as of the date set forth above.

                              DELTA PETROLEUM CORPORATION,
                              a Colorado corporation


                              By:  s/Roger A. Parker
                              Roger A. Parker, President




STATE OF COLORADO             )
                              ) ss.
COUNTY OF DENVER              )

     The foregoing instrument was acknowledged before me this
11th day of July, 2000, by Roger A. Parker as President of Delta
Petroleum Corporation.

     Witness my hand and notarial seal.

     My commission expires:    3-2-2003


                              S/Mary M. May
                              Notary Public

[SEAL]



                       GUARANTY AGREEMENT


     THIS GUARANTY AGREEMENT (this "Guaranty Agreement"), is
made as of July 10, 2000, by Roger A. Parker ("Parker") and
Aleron H. Larson, Jr. ("Larson") jointly and severally (Parker
and Larson are individually and collectively referred to herein
as the "Guarantors"), each of whose address is 555 17th Street,
Suite 3310, Denver, Colorado 80202, for the benefit of HEXAGON
INVESTMENTS, LLC, a Colorado limited liability company
("Hexagon"), whose address is 1407 Larimer Street, Suite 300,
Denver, Colorado 80202.

                      W I T N E S S E T H:

     WHEREAS, Hexagon has made a loan (the "Loan") to Delta
Petroleum Corporation, a Colorado corporation ("Maker"), as
evidenced by that certain Promissory Note in the amount of
$3,795,000.00 of even date herewith from Maker payable to the
order of Hexagon (the "Note"), that certain Letter Agreement of
even date herewith, this Guaranty Agreement and any other
instrument or documents now or hereafter evidencing,
guaranteeing, securing or relating to the indebtedness evidenced
by the Note (hereinafter collectively referred to as the "Loan
Documents"); and

     WHEREAS, each Guarantor is a, director, officer and/or
significant shareholder of Maker and believes he shall
substantially benefit, directly or indirectly, from the making of
the Loan; and

     WHEREAS, as a condition of making the Loan, Hexagon has
required the Guarantors to jointly and severally guarantee to
Hexagon the obligations of Maker under the Loan Documents, and
certain other items as herein set forth.

     NOW, THEREFORE, in order to induce Hexagon to make the Loan,
and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each Guarantor
hereby jointly and severally covenants and agrees as follows:

     1.   Each Guarantor irrevocably, unconditionally, jointly
and severally fully guarantees the due, prompt and complete
performance of each and every one of the following obligations:
(a) the payment and performance by Maker of each and every
obligation of Maker under the Note and the other Loan Documents
to which it is a party; and (b) the due, prompt and complete
payment of all costs and expenses (including, without limitation,
reasonable attorneys' fees) incurred by Hexagon in collection or
enforcement of this Guaranty Agreement against the Guarantors
(the obligations described in this Paragraph 1 are hereinafter
collectively referred to as the "Indebtedness").

     2.   Each Guarantor hereby grants to Hexagon, in the
absolute discretion of Hexagon, and without notice to any
Guarantor, the power and authority to deal in any lawful manner
with the Indebtedness and the other obligations guaranteed
hereby, and without limiting the generality of the foregoing, the
further power and authority, from time to time:

          (a)  to renew, compromise, extend, accelerate or
otherwise change the time or place of payment of or to otherwise
change the terms of the Indebtedness;

          (b)  to modify or to waive any of the terms of the
obligations guaranteed hereby;

          (c)  to take and hold security for the payment of the
Indebtedness and/or performance of the other obligations
guaranteed hereby and to impair, exhaust, exchange, enforce,
waive or release any such security;

          (d)  to direct the order or manner of sale of any such
security as Hexagon, in its discretion, may determine;

          (e)  to grant any indulgence, forbearance or waiver
with respect to the Indebtedness or any of the other obligations
guaranteed hereby; and

          (f)  to release or waive rights against any one or more
Guarantors without releasing or waiving any rights against any
other Guarantor.

The liability of each Guarantor hereunder shall not be affected,
impaired or reduced in any way by any action taken by Hexagon
under the foregoing provisions or any other provision hereof, or
by any delay, failure or refusal of Hexagon to exercise any right
or remedy it may have against Maker or any other person, firm or
corporation, including other guarantors, if any, liable for all
or any part of the Indebtedness or any of the other obligations
guaranteed hereby.

     3.   The Guarantors agree that if any of the Indebtedness is
not fully and timely paid or performed according to the tenor
thereof, whether by acceleration or otherwise, the Guarantors
shall immediately upon receipt of written demand therefor from
Hexagon pay all of the Indebtedness hereby guaranteed in like
manner as if the Indebtedness constituted the direct and primary
obligation of the Guarantors.  The Guarantors shall not have any
right of subrogation as a result of any payment hereunder or any
other payment made by the Guarantors or a Guarantor on account of
the Indebtedness, and each Guarantor hereby waives, releases and
relinquishes any claim based on any right of subrogation, any
claim for unjust enrichment or any other theory that would
entitle a Guarantor to a claim against Maker based on any payment
made hereunder or otherwise on account of the Indebtedness until
Hexagon is paid in full.

     4.   This Guaranty Agreement and the obligations of the
Guarantors hereunder shall be continuing and irrevocable until
the Indebtedness has been satisfied in full. Notwithstanding the
foregoing or anything else set forth herein, and in addition
thereto, if at any time all or any part of any payment received
by Hexagon from Maker or a Guarantor under or with respect to
this Guaranty Agreement is or must be rescinded or returned for
any reason whatsoever (including, but not limited to,
determination that said payment was a voidable preference or
fraudulent transfer under insolvency, bankruptcy or
reorganization laws), then Guarantors' obligations hereunder
shall, to the extent of the payment rescinded or returned, be
deemed to have continued in existence, notwithstanding such
previous receipt of payment by Hexagon, and Guarantors'
obligations hereunder shall continue to be effective or be
reinstated as to such payment, all as though such previous
payment to Hexagon had never been made.  The provisions of the
foregoing sentence shall survive termination of this Guaranty
Agreement, and shall remain a valid and binding obligation of
each Guarantor until satisfied.

     5.   Each Guarantor hereby waives notice of acceptance of
this Guaranty Agreement by Hexagon and this Guaranty Agreement
shall immediately be binding upon each Guarantor.  Any Guarantor
who executes this Guaranty Agreement shall be fully bound hereby
regardless of whether or not any other Guarantor subsequently
executes this Guaranty Agreement.

     6.   Each Guarantor hereby waives and agrees not to assert
or take advantage of:

          (a)  any right to require Maker to proceed against any
other person or to proceed against or exhaust any security held
by Maker at any time or to pursue any other remedy in Maker's
power before proceeding against any one or more Guarantors
hereunder;

          (b)  any right to require Hexagon to proceed against
Maker or any other person or to proceed against or exhaust any
security held by Hexagon at any time or to pursue any other
remedy in Hexagon's power before proceeding against any one or
more Guarantors hereunder;

          (c)  any defense that may arise by reason of the
incapacity, lack of authority, death or disability of any other
person or persons or the failure of Hexagon to file or enforce a
claim against the estate (in administration, bankruptcy or any
other proceeding) of any other person or persons;

          (d)  demand, presentment for payment, notice of
non_payment, protest, notice of protest and all other notices of
any kind, including, without limitation, notice of the existence,
creation or incurring of any new or additional indebtedness or
obligation or of any action or non_action on the part of Hexagon
or any endorser or creditor of Hexagon or any Guarantor or on the
part of any other person whomsoever under this or any other
instrument in connection with any obligation or evidence of
indebtedness held by Hexagon or in connection with the
Indebtedness;

          (e)  any election by Hexagon to exercise any right or
remedy it may have against Maker or any security held by Hexagon,
including, without limitation, the right to foreclose upon any
such security by judicial or non-judicial sale, without affecting
or impairing in any way the liability of Guarantors hereunder,
except to the extent the indebtedness has been paid, and the
Guarantors waive any default arising out of the absence,
impairment or loss of any right of reimbursement, contribution or
subrogation or any other right or remedy of the Guarantors
against Maker or any such security whether resulting from such
election by Hexagon or otherwise.  The Guarantors understand that
if all or any part of the liability of Maker to Hexagon for the
Indebtedness is secured by real property the Guarantors shall be
liable for the full amount of their liability hereunder,
notwithstanding foreclosure on such real property by trustee sale
or any other reason impairing the Guarantors' right to proceed
against Maker; and

          (f)  all duty or obligation on the part of Hexagon to
perfect, protect, not impair, retain or enforce any security for
the payment of the Indebtedness or performance of any of the
other obligations guaranteed hereby.

     7.   All existing and future indebtedness of Maker to the
Guarantors or to any person controlled or owned in whole or in
part by any of the Guarantors and, the right of the Guarantors to
withdraw or to cause or permit any person controlled or owned in
whole or in part by any of the Guarantors to withdraw any capital
invested by any Guarantor in Maker, is hereby subordinated to the
Indebtedness at any time after a default exists under the
Indebtedness.  Furthermore, without the prior written consent of
Hexagon, such subordinated indebtedness shall not be paid and
such capital shall not be withdrawn in whole or in part nor shall
any Guarantor accept or cause or permit any person controlled or
owned in whole or in part by a Guarantor to accept any payment of
or on account of any such subordinated indebtedness or as a
withdrawal of capital at any time after a default exists under
the Indebtedness.  Any payment received by the Guarantors in
violation of this Guaranty Agreement shall be received by the
person to whom paid in trust for Hexagon, and Guarantors shall
cause the same to be paid to Hexagon immediately on account of
the Indebtedness.  No such payment shall reduce or affect in any
manner the liability of the Guarantors under this Guaranty
Agreement.

     8.   The amount of each Guarantor's liability and all
rights, powers and remedies of Hexagon hereunder shall be
cumulative and not alternative and such rights, powers and
remedies shall be in addition to all rights, powers and remedies
given to Hexagon under any document or agreement relating in any
way to the terms and provisions hereof or otherwise by law. With
respect to each Guarantor, this Guaranty Agreement is in addition
to and exclusive of the guaranty of any other Guarantor executing
this Guaranty Agreement or any other person or entity which
guarantees the Indebtedness and/or the other obligations
guaranteed hereby.

     9.   The liability of each Guarantor under this Guaranty
Agreement shall be an absolute, direct, immediate and
unconditional guarantee of payment and not of collectability. The
obligations of each Guarantor hereunder are independent of the
obligations of Maker or any other party which may be initially or
otherwise responsible for performance or payment of the
obligations hereunder guaranteed and each other Guarantor, and,
in the event of any default hereunder, a separate action or
actions may be brought and prosecuted against any one or more
Guarantors, whether or not Maker is joined therein or a separate
action or actions are brought against Maker.  Hexagon may
maintain successive actions for other defaults.  Hexagon's rights
hereunder shall not be exhausted by its exercise of any of its
rights or remedies or by any such action or by any number of
successive actions until and unless the Indebtedness has been
paid in full.

     10.  The Guarantors hereby agree to pay to Hexagon, upon
demand, reasonable attorneys' fees and all costs and other
expenses which Hexagon expends or incurs in collecting or
compromising the Indebtedness or in enforcing this Guaranty
Agreement against each Guarantor whether or not suit is filed,
including, without limitation, all costs, attorneys' fees and
expenses incurred by Hexagon in connection with any insolvency,
bankruptcy, reorganization, arrangement or other similar
proceedings involving a Guarantor which in any way affect the
exercise by Hexagon of its rights and remedies hereunder.  Any
and all such costs, attorneys' fees and expenses not so paid
shall bear interest at an annual interest rate equal to the
lesser of (i) 18%, or (ii) the highest rate permitted by
applicable law, from the date incurred by Hexagon until paid by
the Guarantors.

     11.  Should any one or more provisions of this Guaranty
Agreement be determined to be illegal or unenforceable, all other
provisions nevertheless shall be effective.

     12.  No provision of this Guaranty Agreement or right of
Hexagon hereunder can be waived nor can any Guarantor be released
from such Guarantor's obligations hereunder except by a writing
duly executed by Hexagon.  This Guaranty Agreement may not be
modified, amended, revised, revoked, terminated, changed or
varied in any way whatsoever except by the express terms of a
writing duly executed by Hexagon.

     13.  When the context and construction so require, all words
used in the singular herein shall be deemed to have been used in
the plural, and the masculine shall include the feminine and
neuter and vice versa.  The word "person" as used herein shall
include any individual, company, firm, association, partnership,
corporation, trust or other legal entity of any kind whatsoever.

     14.  If any or all of the Indebtedness is assigned by
Hexagon, this Guaranty Agreement shall automatically be assigned
therewith in whole or in part, as applicable, without the need of
any express assignment and when so assigned, each Guarantor shall
be bound as set forth herein to the assignee(s) without in any
manner affecting such Guarantor's liability hereunder for any
part of the Indebtedness retained by such Hexagon.

     15.  Parker's Social Security Number is          .
Larson's Social Security Number is             .

     16.  This Guaranty Agreement shall inure to the benefit of
and bind the heirs, legal representatives, administrators,
executors, successors and assigns of Hexagon and Guarantors.

     17.  This Guaranty Agreement shall be governed by and
construed in accordance with the laws of the State of Colorado
without regard to principles of conflicts of law.  In any action
brought under or arising out of this Guaranty Agreement, each
Guarantor hereby consents to the jurisdiction of any competent
court within the City & County of Denver, Colorado and consents
to service of process by any means authorized by the laws of such
State.  Except as provided in any other written agreement now or
at any time hereafter in force between Hexagon and any Guarantor,
this Guaranty Agreement shall constitute the entire agreement of
Guarantors with Hexagon with respect to the subject matter
hereof, and no representation, understanding, promise or
condition concerning the subject matter hereof shall be binding
upon Hexagon or any Guarantor unless expressed herein or in a
writing signed by Guarantors and Hexagon.

     18.  All notices, demands, requests or other communications
to be sent by one party to the other hereunder or required by law
shall be in writing and shall be deemed to have been validly
given or served by delivery of same in person to the addressee or
by depositing same with Federal Express for next business day
delivery or by depositing same in the United States mail, postage
prepaid, registered or certified mail, return receipt requested,
addressed as follows:

     Hexagon:            1407 Larimer Street, Suite 300
                         Denver, Colorado 80202
                         Attention: Conway Schatz
                         Telephone: (303)571-1010

     With a copy to:     Steven C. Demby, Esq.
                         410 17th Street, 22nd Floor
                         Denver, Colorado 80202
                         Telephone: (303)223-1100

     Guarantor:          Roger A. Parker
                         555 17th Street, Suite 3310
                         Denver, Colorado 80202

     Guarantor:          Aleron H. Larson, Jr.
                         555 17th Street, Suite 3310
                         Denver, Colorado 80202

     With a copy to:     __________________________
                         __________________________
                         __________________________

     All notices, demands and requests shall be effective upon
such personal delivery or upon being deposited with Federal
Express or in the United States mail as required above. However,
with respect to notices, demands or requests so deposited with
Federal Express or in the United States mail, the time period in
which a response to any such notice, demand or request must be
given shall commence to run from the next business day following
any such deposit with Federal Express or, in the case of a
deposit in the United States mail as provided above, the date on
the return receipt of the notice, demand or request reflecting
the date of delivery or rejection of the same by the addressee
thereof. Rejection or other refusal to accept or the inability to
deliver because of changed address of which no notice was given
shall be deemed to be receipt of the notice, demand or request
sent.  By giving to the other party hereto at least 30 days'
written notice thereof in accordance with the provisions hereof,
the parties hereto shall have the right from time to time to
change their respective addresses and each shall have the right
to specify as its address any other address within the United
States of America.

     19.  Each Guarantor hereby agrees that this Guaranty
Agreement, the Indebtedness and all other obligations guaranteed
hereby, shall remain in full force and effect at all times
hereafter until paid and/or performed in full notwithstanding any
action or undertakings by, or against, Hexagon, any Guarantor,
and/or any member in Hexagon in any proceeding in the United
States Bankruptcy Court, including, without limitation, any
proceeding relating to valuation of collateral, election or
imposition of secured or unsecured claim status upon claims by
Hexagon pursuant to any Chapter of the Bankruptcy Code or the
Rules of Bankruptcy Procedure as same may be applicable from time
to time.

     20.  This Guaranty Agreement may be executed in any number
of counterparts, each of which shall be effective only upon
delivery and thereafter shall be deemed an original, and all of
which shall be taken to be one and the same instrument, with the
same effect as if all parties hereto had signed the same
signature page.  Any signature page of this Guaranty Agreement
may be detached from any counterpart of this Guaranty Agreement
without impairing the legal effect of any signatures thereon and
may be attached to another counterpart of this Guaranty Agreement
identical in form hereto but having attached to it one or more
additional signature pages.  Execution by any Guarantor shall
bind such Guarantor regardless of whether any one or more other
Guarantors execute this Guaranty Agreement.

     IN WITNESS WHEREOF, the undersigned Guarantors have executed
this Guaranty Agreement as of the day and year first above
written.

                              GUARANTORS:


                              s/Roger A. Parker
                              Roger A. Parker


                              s/Aleron H. Larson, Jr.
                              Aleron H. Larson, Jr.


STATE OF COLORADO             )
                              )  ss.
COUNTY OF DENVER              )

     The foregoing instrument was acknowledged before me this
11th day of July, 2000, by Roger A. Parker.

     Witness my hand and notarial seal.

     My commission expires: 3-2-2003


                              s/Mary M. May
                              Notary Public


STATE OF COLORADO             )
                              )  ss.
COUNTY OF DENVER              )

     The foregoing instrument was acknowledged before me this
11th day of July, 2000, by Aleron H. Larson, Jr.

     Witness my hand and notarial seal.

     My commission expires:  3-2-2003


                              s/Mary M. May
                              Notary Public