INVESTMENT REPRESENTATION AGREEMENT



Delta Petroleum Corporation
C/O 555 17th Street, Suite 3310
Denver, Colorado 80202


Gentlemen:

     1.    Subscription.   The Undersigned, EVERGREEN  RESOURCES,
INC.  ("Evergreen"  or "Undersigned") and its  designees,  hereby
agrees  to  acquire from Delta Petroleum Corporation ("Delta"  or
the  "Company")  116,667  shares of the restricted  and  legended
common  stock  of  Delta (collectively the "Securities")  for  an
aggregate   of  $350,000  in  a  private  negotiated  transaction
pursuant  to  Section  3(b)  and/or 4(2)  of  the  Act  (and  the
regulations  promulgated  thereunder)  and/or  other   applicable
statute, rule and\or regulation.  Closing, including delivery  of
the  Securities  and payment therefore, shall take  place  as  of
January 3, 2001.

     2.     Representations  and  Warranties.   The   Undersigned
warrants and represents to the Company that:

          a.     The   Securities  are  being  acquired  by   the
Undersigned for investment for its own account, and  not  with  a
view  to  the  offer  or  sale in connection  therewith,  or  the
distribution  thereof, and that the Undersigned is not  now,  and
will  not in the future, participate, directly or indirectly,  in
an underwriting of any such undertaking except in compliance with
applicable registration provisions of the Act.

          b.    The  Undersigned will not take, or  cause  to  be
taken, any action that would cause it to be deemed an underwriter
of  the Securities, as defined in Section 2(11) of the Securities
Act of 1933, as amended (the "Act").

          c.    The  Undersigned has been afforded an opportunity
to  examine such documents and obtain such information concerning
the   Company  as  it  may  have  requested,  including   without
limitation  all publicly available information, and has  had  the
opportunity   to   request  such  other  information   (and   all
information  so requested has been provided) for the  purpose  of
verifying the information furnished to it and for the purpose  of
answering  any question it may have had concerning  the  business
affairs  of the Company and it has reviewed to the extent desired
by   it   the  Articles,  Bylaws  and  Minutes  of  the  Company,
documentation  concerning  the  Company's  financial   condition,
assets,  liabilities,  share  ownership  and  capital  structure,
operations,  sales,  management, public market,  public  filings,
litigation and other material contracts and matters.

     d.    The  Undersigned (and its officers,  directors  and/or
agents, as applicable) have had an opportunity to personally  ask
questions  of,  and  receive answers from, one  or  more  of  the
officers  and  directors of the Company and/or the attorneys  for
the Company to ascertain and verify the accuracy and completeness
of  all  material information regarding the Company, its business
and  its officers, directors, and promoters.  The Undersigned has
had  an opportunity to ask questions of and receive answers  from
duly  designated  representatives of the Company  concerning  the
terms  and conditions pursuant to which the Securities are  being
acquired by it.

     e.   The Undersigned understands that its acquisition of the
Securities from the Company is a negotiated private transaction.

     f.    By  reason  of  the knowledge and  experience  of  the
Undersigned  (and  that of its officers and directors  and  their
respective  advisors  and investment bankers)  in  financial  and
business matters in general, and investments in particular, it is
capable  of  evaluating the merits and risks of an investment  in
the Securities.

     g.    The  Undersigned  is capable of bearing  the  economic
risks of an investment in the Securities.

     h.    The Undersigned's present financial condition is  such
that  it  is  under  no present or contemplated  future  need  to
dispose  of any portion of the Securities to satisfy any existing
or contemplated undertaking, need or indebtedness.

     i.    If required to do so, it has retained to advise it, as
to  the  merits  and  risks of a prospective  investment  in  the
Securities, a purchaser representative, legal counsel,  financial
and accounting advisors, investment bankers, etc.

     j.    The Undersigned hereby represents and warrants to  the
Company   that   all  of  the  representations,  warranties   and
acknowledgements contained in this agreement, and the agreements,
if  any,  to  which this document is attached as an  exhibit  are
true,   accurate  and  complete  as  of  the  date   herein   and
acknowledges  that the Company, its officers, directors,  agents,
and  affiliates have relied on its representations and warranties
herein  in consenting to the restricted issuance and/or  transfer
of  the Securities and the Undersigned hereby agrees to indemnify
and  hold  the  Company  (together with its officers,  directors,
agents  and  affiliates) harmless with respect  to  any  and  all
expenses,  claims  or  litigation (including  without  limitation
reasonable  attorney's  fees related  thereto)  arising  from  or
related  to breach of this agreement including without limitation
breach of any warranty or representation herein.

     3.     Restrictions.    The  Undersigned  acknowledges   and
understands that the Securities are unregistered and must be held
indefinitely by the Undersigned and/or its assignees unless  they
are  subsequently registered under the Act or an  exemption  from
such   registration   is  available.   The  Undersigned   further
acknowledges that it is fully aware of the applicable limitations
on  the  resale of the Securities.  For instance, Rule  144  (the
"Rule")  permits sales of "Restricted Securities"  held  for  not
less than two years and upon compliance with the requirements  of
such  Rule.   Further, the Securities must be sold in  an  active
market  and appropriate information relating to the Company  must
be  generally  available  in order to  effectuate  a  transaction
pursuant to the Rule by an affiliate of the Company.  Any and all
certificates  representing  the  Securities  and  any   and   all
securities  issued  in replacement or conversion  thereof  or  in
exchange  thereof  shall  bear  the  following  legend,  or   one
substantially similar thereto, which the Undersigned has read and
understands:

     The Securities represented by this Certificate have not been
     registered under the Securities Act of 1933 (the "Act")  and
     are  "restricted securities" as that term is defined in Rule
     144  under  the Act.  The Securities may not be offered  for
     sale,  sold or otherwise transferred except pursuant  to  an
     effective  registration statement under the Act or  pursuant
     to  an  exemption  from  registration  under  the  Act,  the
     availability   of  which  is  to  be  established   to   the
     satisfaction of the Company.

     4.    Registration  Rights. Subject to the  approval  of  an
underwriter,  if any, involved in a registration  relating  to  a
public  offering of the Company's securities, in the  event  that
the  Company  shall  file a registration  statement  (or  similar
document)  with  the U.S. Securities & Exchange Commission  on  a
form  which  would legally allow inclusion of the  shares  issued
pursuant  hereto, the Company shall include such shares  in  such
registration statement, at the Company's sole cost.

     5.    Successors  and  Assigns.   This  agreement  shall  be
binding upon and shall inure to the benefit of the parties hereto
and  to  the  successors and assigns of the Company  and  to  the
personal  and legal representatives, heirs, guardians, successors
and permitted assignees of the Undersigned.

     6.    Applicable Law.  This agreement shall be  governed  by
and  construed  in  accordance with the  laws  of  the  State  of
Colorado  and,  to  the  extent it  involves  any  United  States
statute,  in  accordance with the laws of the United States,  and
jurisdiction and venue for any dispute related hereto shall be in
the District Court for the City and County of Denver, Colorado.



                                        EVERGREEN RESOURCES, INC.



Evergreen Resources, Inc.           By:  s/Mark S. Sexton
Typed or Printed Name                        Signature Mark S. Sexton
                                                        President/CEO


        84-0834147                       1401 17th Street, Suite 1200
Social Security or Tax                       Address
Identification Number


                                          Denver,    Colorado     80202
                                          City, State and Zip Code



ACCEPTED:

DELTA PETROLEUM CORPORATION



By: s/Aleron H. Larson, Jr.

Dated:  January 3, 2001


                             OPTION


     Effective   January   3,   2001  for   good   and   valuable
consideration  the  receipt  of  which  is  hereby  acknowledged,
Evergreen  Resources,  Inc. ("Evergreen") is  hereby  granted  an
option  ("Option"), until September 30, 2001 to  acquire  50%  of
those  property  interests owned by Delta  Petroleum  Corporation
("Delta")  which  are  listed  on the  attached  Exhibit  A  (the
"Properties")  by  transferring  to  Delta  the  116,667   shares
purchased   by   Evergreen  under  an  Investment  Representation
Agreement  of even date herewith.  Delta will warrant and  defend
title  against all persons claiming title thereto through  Delta.
In  the event that Evergreen exercises its option to acquire  the
Properties,  Delta  will  assign  50%  of  its  interest  in  the
Properties to Evergreen subject to its proportionate share of the
reserved production payment in favor of Burdette A. Ogle ("Ogle")
described  in  the  copies of the documents attached  hereto  and
listed below (the "Documents").

     The  Documents provide for the reservation of  an  undivided
three  percent  (3%) of substances produced from  the  Properties
("Production  Payment") until an aggregate amount  of  $8,000,000
(or  a  reduced amount as provided in the Documents under certain
circumstances)  has  been paid to Ogle or his  successors  either
from  any  production  attributable to the  reserved  3%  or  the
minimum  annual  advanced payment ("Minimum  Payment")  discussed
below.   The  Documents  further provide  that,  irrespective  of
whether  the  Properties are producing or  non-producing  at  any
time, that Ogle shall be paid a Minimum Payment in the amount  of
$350,000 per year.  This Minimum Payment may be composed  of  the
proceeds  from the production of the reserved 3%, a  direct  cash
payment  or a combination thereof.  Upon exercise of its  option,
Evergreen will assume and agree to pay the direct cash portion of
the  Minimum  Payment under the terms set forth in the  Documents
until  the production proceeds from the reserved 3% from 100%  of
the Properties are adequate to cover the Minimum Payment.  It  is
provided, however, that Evergreen shall be responsible  only  for
payment  of the cash portion of the Minimum Payment with  respect
to  the  Properties  and  that  the reserved  Production  Payment
derived  from the reservation of an undivided three percent  (3%)
of  substances produced from the Properties shall burden  and  be
paid  from  100%  of the substances produced from the  Properties
equally and proportionately regardless of ownership.

     Delta  represents  that it has paid $1,900,000  to  date  in
Minimum  Payments, thereby correspondingly reducing  the  maximum
aggregate amount due under the Production Payment from $8,000,000
to  $6,100,000.  Each successive payment shall further reduce the
remaining amount due under the Production Payment.

     The following Document copies are attached hereto:

     *    Lease interests Purchase Option Agreement between Delta
          and Ogle;
     *    Purchase and Sale Agreement between Delta and Ogle;
     *    Assignments  from Ogle to Delta for interests  in  OCS-
          P409, OCS-P0415,
          OCS-P-0416, OCS-P0421, OCS-P0422, OCS-P0460, OCS-P0462,
          and OCS-P464;

          In the event Evergreen exercises its Option, the parties will
enter  into  agreements and assignments in the  format  of  those
included in the attached Documents.

     Until  September 30, 2001, or the exercise  of  the  Option,
whichever  occurs first, Delta agrees: 1) that it  will  pay  all
costs  associated  with  or derived from  the  ownership  of  the
Properties,  including  payments  to  Ogle  as  provided  in  the
attached  Documents; 2) that it will not otherwise  encumber  the
Properties  or  allow  the Properties to  be  encumbered  in  any
fashion  through  operation  of law or  otherwise  except  as  is
already  provided in the attached documents in favor of Ogle  and
his successors.

     In the event of any failure by Delta to pay costs associated
with  or derived from the ownership of the Properties or  in  the
event  of  the placement of any encumbrance upon the  Properties,
Delta will notify Evergreen in writing within three business days
of  such event.  Upon such notification, Evergreen shall have the
option, but not the obligation, to pay such unpaid cost(s) or  to
pay   the   funds  necessary  to  prevent  or  remove  any   such
encumbrance.  If Evergreen advances funds to Delta or directly to
others  for  such  purposes, Delta will execute  a  twelve  month
promissory  note  in an amount equal to the funds  advanced  with
interest at ten percent (10%) per annum in favor of Evergreen and
the   Properties  shall  secure  the  repayment   thereof   under
documentation customary in such transactions.



Dated: January 3, 2001
                              DELTA PETROLEUM CORPORATION


                              s/Aleron H. Larson, Jr.
                              Authorized Officer,
                              Aleron H. Larson, Jr.
                                 CEO/Chairman


                              EVERGREEN RESOURCES, INC.


                              s/Mark S. Sexton
                              Authorized Officer,
                                 Mark S. Sexton,
                                 President, CEO




               AGGREGATE LIST OF OIL & GAS LEASES
            SUBJECT TO RESERVED PRODUCTION PAYMENTS



1.   San Miguel Field

OCS-P  0409: Oil and Gas Lease from the United States of America,
as  Lessor,  to Oxy Petroleum, Inc., et al, as Lessee,  effective
July  1, 1981, designated Serial No. OCS-P 0409 and covering  all
of  Block  22,  OCS Official Protraction Diagram NI  10-6,  Santa
Maria (Tract 53-182).

                 Leasehold Interest: 12.67169%


2.   Point Sal Unit

OCS-P  0415: Oil and Gas Lease from the United States of America,
as  Lessor, to Ogle Petroleum Inc., et al., as Lessee,  effective
July  1, 1981 designated Serial No. OCS-P 0415, and covering  all
of  Block  66, OCS Official Protraction Diagram, NI  10-6,  Santa
Maria.

                  Leasehold Interest: 1.88682%

OCS-P  0416: Oil and Gas Lease from the United States of America,
as  Lessor, to Ogle Petroleum Inc., et al., as Lessee,  effective
July  1, 1981 designated Serial No. OCS-P 0416, and covering  all
of  Block  67, OCS Official Protraction Diagram, NI  10-6,  Santa
Maria.

                  Leasehold Interest: 3.03049%

OCS-P  0421: Oil and Gas Lease from the United States of America,
as  Lessor, to Ogle Petroleum Inc., et al., as Lessee,  effective
July  1, 1981 designated Serial No. OCS-P 0421, and covering  all
of  Block  110, OCS Official Protraction Diagram, NI 10-6,  Santa
Maria.

                  Leasehold Interest: 1.88682%

OCS-P  0422: Oil and Gas Lease from the United States of America,
as  Lessor, to Ogle Petroleum Inc., et al., as Lessee,  effective
July  1, 1981 designated Serial No. OCS-P 0422, and covering  all
of  Block  111, OCS Official Protraction Diagram, NI 10-6,  Santa
Maria.

                  Leasehold Interest: 4.50000%


5.   Gato Canyon Unit

OCS-P  0460: Oil and Gas Lease from the United States of America,
as  Lessor,  to Atlantic Richfield Company, as Lessee,  effective
August  1,  1982, designated Serial No. OCS-P 046O, and  covering
all  of  Block  53N  72W,  that  portion  seaward  of  the  Three
Geographical Mile Line, Channel Islands Area, OCS Leasing Map No.
6A.
                  Leasehold Interest: 1.52930%

OCS-P  0462: Oil and Gas Lease from the United States of America,
as  Lessor, to Ogle Petroleum Inc., et al., as Lessee,  effective
August  1,  1982, designated Serial No. OCS-P 0462, and  covering
all  of Block 52N 72W, Channel Islands Area, OCS Leasing Map  No.
6A.

                  Leasehold Interest: 1.52930%

OCS-P  0464: Oil and Gas Lease from the United States of America,
as  Lessor,  to Atlantic Richfield Company, as Lessee,  effective
August  1,  1982, designated Serial No. OCS-P 0464, and  covering
all  of  Block  53N  71W,  that  portion  seaward  of  the  Three
Geographical Mile Line, Channel Islands Area, OCS Leasing Map No.
6B.

                  Leasehold Interest: 1.52930%