STOCK
      PURCHASE AGREEMENT

    


    STOCK PURCHASE
      AGREEMENT
      dated as
      of December 23, 2005, by and between MILLER PETROLEUM, INC., a Tennessee
      corporation (the "Company"),
      WIND
      CITY OIL & GAS, LLC, a Delaware limited liability company ("Buyer"),
      and,
      solely with respect to Section 6.3 hereof, Deloy Miller, an individual
      (“Miller”).

    


    W
      I T N E S S E T H:

    


    WHEREAS,
      the
      Company desires to issue to Buyer, and Buyer desires to purchase, 2,900,000
      shares (the "Shares")
      of
      common stock, par value $0.0001 per share, of the Company ("Common
      Stock");
      and

    


    WHEREAS,
      simultaneously herewith, Buyer and/or an affiliate thereof are entering into
      an
      operating agreement with the Company pursuant to which the parties will jointly
      drill and develop certain oil and gas properties (the "Operating
      Agreement").

    


    NOW
      THEREFORE,
      in
      consideration of the promises and mutual covenants, agreements, representations
      and warranties herein contained, the parties hereto agree as
      follows:

    


    1.  Purchase
      and Sale of Shares.
      Subject
      to the terms and conditions of this Agreement, the Company hereby agrees to
      issue and sell to Buyer, and Buyer hereby agrees to purchase from the Company,
      for and in consideration of the Purchase Price (as defined below), the
      Shares.

    


    2.  Consideration.
      The
      purchase price for the purchase and sale of the Shares shall be an amount equal
      to $4,350,000 (the “Purchase
      Price”).

    


    3.  Closing.

    


    3.1.  Location
      and Timing.
      The
      purchase and sale of the Shares shall take place at the offices of the Company
      on the date hereof or on such other date or at such other location as the
      parties hereto shall mutually agree upon (hereinafter referred to as the
      "Closing"
      or the
      "Closing
      Date").

    


    3.2.  Closing
      Deliveries.
      At the
      Closing, (i) the Company shall issue, sell, transfer and deliver the Shares
      to
      Buyer and (ii) Buyer shall deliver the Purchase Price, by wire transfer of
      immediately available funds, in the amounts, to the parties and to the accounts
      as set forth on Schedule 3.1 annexed hereto.

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    4.  Representations
      and Warranties of the Company.
      The
      Company represents and warrants to Buyer as follows:

    


    4.1.  Organization.
      The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of Tennessee.
      The
      Company has full power and authority to own, operate and occupy its properties
      and to conduct its business as presently conducted, and is registered or
      qualified to do business and is in good standing in each jurisdiction in which
      it owns or leases property or transacts business except for such jurisdictions
      in which the failure to be so registered, qualified or in good standing would
      not be expected to have a material adverse effect on the Company’s business or
      financial condition.

    


    4.2.  Due
      Execution; Enforceability; Consents.
      The
Company
      has all requisite power and authority to execute, deliver and perform its
      obligations under this Agreement, and the execution
      and delivery of this Agreement, and the performance by the Company of its
      obligations hereunder, have been duly authorized by all necessary action on
      the
      part of the Company (including,
      without limitation, any required approval of the stockholders of the
      Company).
      This
      Agreement has been duly executed and delivered by the Company and, assuming
      the
      due execution and delivery hereof by Buyer, this Agreement constitutes a valid
      and binding obligation of the Company, enforceable against the Company in
      accordance with its terms, except as such enforcement may be limited by (i)
      bankruptcy, insolvency, reorganization, moratorium or similar laws now or
      hereafter in effect relating to creditors' rights generally and (ii) general
      principles of equity (regardless of whether such enforcement is sought in a
      proceeding in equity or at law). No
      consent, approval, authorization or other order of, or registration,
      qualification or filing with, any regulatory body, administrative agency,
      self-regulatory organization, stock exchange or market, or other governmental
      body is required in connection with the execution and delivery of this Agreement
      and the valid issuance and sale of the Shares pursuant to the terms hereof,
      except for any filings required to be made by the Company under the Securities
      Exchange Act of 1934, as amended (the “Exchange
      Act”),
      and
      with respect to the registration of the Shares pursuant to Section 6.1
      hereof.

    


    4.3.  No
      Conflicts.
      The
      execution and delivery of this Agreement and the agreements and documents
      contemplated hereby by the Company and the consummation of the transactions
      contemplated hereby do not and will not (a) with or without the giving of notice
      or the passage of time or both, violate, conflict with, result in the breach
      or
      termination of, constitute a default under, or result in the right to accelerate
      or loss of rights under or the creation of any lien, encumbrance or charge
      upon
      any assets or property of the Company, pursuant to the terms or provisions
      of
      any contract, agreement, commitment, indenture, mortgage, deed of trust, pledge,
      security agreement, note, lease, license, covenant, understanding or other
      instrument or obligation to which the Company is a party or by which any of
      the
      Company's properties or assets may be bound or affected, except any such
      conflicts, breaches, defaults, et al. that, individually or in the aggregate,
      would
      not
      be expected to have a material adverse effect on the Company’s business or
      financial condition,
      (b)
      violate any order, writ, injunction, judgment or decree of any court,
      administrative agency or governmental body binding upon the Company or
      any
      Law (as hereinafter defined) applicable to the Company or any of its assets
      or
      properties, or (c) violate or conflict with any provision of the Company’s
      charter or by-laws..

    


    
      
         

      

      
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    4.4.  Shares
      Duly Issued.
      The
      Shares have been duly authorized and, when issued in accordance with the terms
      and conditions of this Agreement, shall be validly issued, fully-paid and
      non-assessable, free and clear of all liens.

    


    4.5.  Capitalization.
      The
      authorized capital stock of the Company consists of 500,000,000 shares of Common
      Stock, of which _________
      shares
      are issued and outstanding. The current capitalization of the Company, on a
      fully-diluted basis taking into account the issuance of the Shares as
      contemplated hereby, has been previously provided to Buyer. Except as set forth
      on Schedule 4.5 hereto, (i)
      no
      shares of the Company’s capital stock are subject to preemptive rights or any
      other similar rights or any liens or encumbrances suffered or permitted by
      the
      Company, (ii) there
      are
      no outstanding options, warrants, rights to acquire or subscribe to, or calls
      or
      commitments of any character whatsoever to which the Company is a party or
      may
      be bound, requiring the issuance or sale of shares of any class of capital
      stock
      or other equity securities of the Company or securities or rights convertible
      into or exchangeable for such shares or other equity securities, (iii) there
      are
      no contracts, commitments, understandings or arrangements for which the Company
      is or may become bound to issue additional shares of its capital stock or other
      equity securities or options, warrants or rights to acquire or subscribe to
      any
      additional shares of any class of its capital stock or other equity securities
      or securities convertible into or exchangeable for such shares or other equity
      securities,
      and
      (iv) there are no securities or instruments containing anti-dilution or similar
      provisions that will be triggered by the issuance of the Shares.

    


    4.6.  SEC
      Reports.
      All
      reports required to be filed by the Company with the Securities and Exchange
      Commission (the “SEC”)
      within
      the last two fiscal years (“SEC
      Reports”)
      (i)
      have been filed, (ii) comply in all material respects with the Exchange Act
      and
      the Securities Act of 1933, as amended (the “Act”),
      as
      applicable, and the rules and regulations of the SEC, and, to the knowledge
      of
      the Company, do not contain any
      untrue
      statement
      of
      material
      fact
      or
omit
      to
state
      a
material
      fact
      necessary
      in order
      to make the statements made, in light of the circumstances under which such
      statements were made, not misleading. The SEC Reports and the financial
      statements contained therein fairly present, in all material respects, the
      business and financial condition of the Company as and at the dates
      thereof.

    


    4.7.  No
      Litigation.
      There
      are no actions, suits, proceedings, charges, complaints, inquiries, audits,
      investigations or requests for information (each, a "Proceeding")
      instituted by or against, or, to the knowledge of the Company, threatened
      against the Company, whether at law or in equity, except for any such
      Proceedings in the ordinary course of the Company’s business or Proceedings
      which would not, individually or in the aggregate, result in a material adverse
      effect on the Company’s business or financial condition.

    


    4.8.  Compliance
      with Laws.
      The
      Company is in compliance with all (i) applicable laws (including rules,
      regulations, codes, plans, injunctions, judgments, orders, decrees, rulings,
      and
      changes thereunder) of federal, state, local and foreign governments (and all
      agencies thereof) (collectively, “Laws”),
      asserting or claiming jurisdiction over it or over any part of its operations
      and (ii) permits, certificates, licenses, approvals, registrations and
      authorizations required by it in connection with the conduct of the business
      of
      the Company under all federal, state and local laws, rules and regulations
      ("Permits").
      All
      Permits are in full force and effect.

    


    
      
         

      

      
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    5.  Representations
      and Warranties of Buyer.
      Buyer
      represents and warrants to the Company as follows:

    


    5.1.  Due
      Execution; Enforceability.
      The
      execution and delivery of this Agreement, and the performance by Buyer of its
      obligations hereunder, have been duly authorized by all necessary action on
      the
      part of Buyer. This Agreement has been duly executed and delivered by Buyer
      and,
      assuming the due execution and delivery hereof by the Company, this Agreement
      constitutes a valid and binding obligation of Buyer, enforceable against Buyer
      in accordance with its terms, except as such enforcement may be limited by
      (i)
      bankruptcy, insolvency, reorganization, moratorium or similar laws now or
      hereafter in effect relating to creditors' rights generally and (ii) general
      principles of equity (regardless of whether such enforcement is sought in a
      proceeding in equity or at law).

    


    5.2.  No
      Conflicts.
      The
      execution and delivery of this Agreement and the agreements and documents
      contemplated hereby by Buyer and the consummation of the transactions
      contemplated hereby do not and will not (a) with or without the giving of notice
      or the passage of time or both, violate, conflict with, result in the breach
      or
      termination of, constitute a default under, or result in the right to accelerate
      or loss of rights under or the creation of any lien, encumbrance or charge
      upon
      any assets or property of Buyer, pursuant to the terms or provisions of any
      contract, agreement, commitment, indenture, mortgage, deed of trust, pledge,
      security agreement, note, lease, license, covenant, understanding or other
      instrument or obligation to which Buyer is a party or by which any of Buyer's
      properties or assets may be bound or affected, or (b) violate any order, writ,
      injunction, judgment or decree of any court, administrative agency or
      governmental body binding upon Buyer or
      any
      Law applicable to Buyer or any of its assets or properties.

    


    5.3.  Taxes.
      Any
      obligation or liability for taxes (state, federal or otherwise) incurred by
      Buyer in connection with this Agreement or the transactions contemplated hereby
      shall be the responsibility of and be paid for by Buyer.

    


    5.4.  Accredited
      Investor.
      Buyer
      is an Accredited Investor as that term is defined under Regulation D promulgated
      under the Act. Buyer is able to bear the economic risks of this investment
      and,
      consequently, without limiting the generality of the foregoing, is able to
      hold
      the Shares for an indefinite period of time and has a sufficient net worth
      to
      sustain a loss of his entire investment in the Company in the event such loss
      should occur.

    


    5.5.  Sophistication.
      Buyer
      acknowledges that he is a sophisticated investor, has such knowledge and
      experience in financial and business matters in general and has full familiarity
      with the current business and future business prospects of the Company and
      the
      financial and other affairs of the Company and acknowledges that he has had
      access to and has received sufficient information about the Company, including
      any and all such information requested by Buyer in order to make an informed
      decision as to the sale of the Shares to Buyer and the transactions contemplated
      hereby. In addition, Buyer acknowledges that he has had access to the officers,
      directors and employees of the Company to discuss the business, affairs and
      prospects of the Company and has had the opportunity to obtain additional
      information necessary to evaluate the merits and the risks of engaging in the
      transactions contemplated by this Agreement. Buyer has reached an independent
      decision with respect to the advisability of the sale of the Shares and, in
      arriving at such decision, (i) has considered both the value of the Shares
      as
      well as the present condition (both financial and otherwise) and future
      prospects of the Company and (ii) is not relying on any materials (written
      or
      oral) provided to Buyer by the Company.

    


    
      
         

      

      
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    5.6.  Own
      Account.
      Buyer
      is acquiring the Shares for Buyer’s own account for investment and not with a
      view to or for resale in connection with any distribution of the Shares,
      provided that, subject to the lockup contained in Section 6.2 hereof, Buyer
      shall be entitled to sell the Shares pursuant to an effective resale
      registration statement under the Act or under
      an
      exemption from such registration and in compliance with all applicable federal
      and state securities laws, rules and regulations.
      Buyer
      has not offered or sold any portion of the Shares and does not
      have
      any agreement, plan or understanding with any person to distribute any of the
      Shares.

    


    5.7.  Restricted
      Securities.
      Buyer
      understands and acknowledges that the sale of the Shares has not been registered
      under the Act, the securities laws of any state or any analogous securities
      laws
      of any applicable foreign jurisdiction (collectively, "Applicable
      Laws")
      in
      reliance upon an exemption from the Act for non-public or limited offerings.
      Buyer understands that the Shares are "restricted securities" and must be held
      indefinitely unless the sale or other transfer thereof is subsequently
      registered pursuant to any Applicable Laws or an exemption from such
      registration is available at that time, and Buyer agrees to comply with all
      Applicable Laws in connection with listing or qualification of the Shares
      thereunder.

    


    5.8.  No
      Broker-Dealer.
      Buyer
      is neither a "broker-dealer" nor an "affiliate" of a broker-dealer as such
      terms
      are defined under the Act.

    


    5.9.  Legend.
      Certificates for the Shares shall contain a restrictive legend substantially
      in
      the following form:

    


    THE
      SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT”), OR ANY OTHER
      APPLICABLE SECURITIES LAWS, INCLUDING THE SECURITIES LAWS OF ANY APPLICABLE
      FOREIGN JURISDICTION, AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM
      THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES
      LAWS, IF APPLICABLE. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION
      HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED,
      HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH OTHER SECURITIES LAWS
      OR
      PURSUANT TO A TRANSACTION THAT IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH
      REGISTRATION REQUIREMENTS. 

    


    
      
         

      

      
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    5.10.  Consultation
      with Counsel.
      Buyer
      acknowledges that he has been advised to consult with Buyer's own attorney
      regarding legal matters concerning the Company and to consult with Buyer's
      tax
      advisor regarding the tax consequences of purchasing the Shares.

    


    6.  Covenants.

    


    6.1 Registration
      Rights.
      

    


    (a) The
      Company hereby agrees and covenants to use its commercially reasonable efforts
      to (i) prepare
      and file, within 60 days of the date hereof, a registration statement with
      the
      SEC on Form SB-2 or other applicable form covering the resale by Buyer of all
      of
      the Shares (together with any securities issued or issuable upon any stock
      split, dividend or other distribution, the “Registrable
      Securities”),
      (ii)
      cause such registration statement to be declared effective under the Act as
      soon
      as possible but, in any event, no later than 120 days after the date hereof,
      and
      (iii) list the Registrable Securities covered by such Registration Statement
      on
      the principal securities exchange and/or market on which the Common Stock is
      then listed and prepare and file any required filings with such principal market
      or exchange

    


    (b) The
      Company shall promptly notify Buyer of the happening of any event that would
      cause the prospectus (including any amendments or supplements thereto) included
      in any registration statement filed pursuant to this Agreement, as then in
      effect, to contain an untrue statement of material fact or omit to state a
      material fact required to be stated therein or necessary to make the statements
      therein not misleading in light of the circumstances then existing, and the
      Company shall use commercially reasonable efforts to promptly update and/or
      correct such prospectus.

    


    (c) The
      Company shall promptly notify Buyer of the issuance by the SEC or any state
      securities commission or agency of any stop order suspending the effectiveness
      of any registration statement filed pursuant to this Agreement or the threat
      or
      initiation of any proceedings for that purpose. The Company shall use
      commercially reasonable efforts to prevent the issuance of any stop order and,
      if any stop order is issued, to obtain the lifting thereof at the earliest
      possible time.

    


    (d) The
      Company shall permit Buyer’s counsel to review any registration statement
      prepared pursuant to this Agreement and all amendments and supplements thereto
      within a reasonable period of time prior to the filing of such registration
      statement, amendment or supplement.

    


    
      
         

      

      
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    (e) All
      registration and filing fees, printing expenses, and blue sky fees and expenses
      shall be borne by the Company. Buyer shall be responsible for all transfer
      taxes
      applicable to the sale of Registrable Securities.

    


    6.2 Lockup.
      Notwithstanding anything contained herein to the contrary, including without
      limitation, the Company’s agreement to register the Shares pursuant to Section
      6.1 hereof, Buyer hereby unconditionally agrees and covenants not to sell,
      transfer, assign, place a lien or encumbrance upon, or otherwise hypothecate
      any
      Shares for a period of six (6) months from the date of this
      Agreement.

    


    6.3 Board
      Seat.
      Miller
      hereby agrees to vote all shares of Common Stock owned of record or beneficially
      by him to (or to execute a written consent consenting to), and to take all
      other
      actions reasonably necessary (whether in his capacity as a stockholder, director
      or officer of the Company) to, cause Buyer to
      be
      elected to the Board of Directors of the Company as soon as practicable
      following the Closing and to cause
      Buyer (or any successor thereto as may be agreed upon by the parties) to
thereafter
      hold a position on the Board of Directors of the Company for so long as Buyer
      shall continue to own at least fifteen percent
      (15%)
      of
      the issued
      and outstanding Common
      Stock.

    


    7.  Closing
      Condition.
      Consummation of the purchase and sale of the Shares and the transactions
      contemplated hereby shall be conditioned upon the execution and delivery by
      the
      parties of the Operating Agreement.

    


    8.  Unwind.
      In the
      event the Operating Agreement is terminated for any reason other than material
      breach by Buyer during the period following the execution and delivery of this
      Agreement until September 30, 2006 (the “Unwind
      Period”),
      Buyer
      shall have the option, but not the obligation, to resell the Shares to the
      Company for an amount equal to the Purchase Price (the “Resale
      Purchase Price”).
      Buyer
      shall give the Company thirty (30) days advance written notice of its intention
      to exercise its rights under this Section 8, whereupon the Company and Buyer
      shall enter into a share purchase agreement substantially on the same terms
      and
      conditions as this Agreement, provided that,
      the
      Resale Purchase Price shall be payable by the Company to Buyer on the three
      (3)
      month anniversary of the date of such share purchase agreement (the
“Payment
      Deadline”),
      interest to accrue at the rate of one and one-half percent (1.5%) per annum
      in
      respect of any portion of the Resale Purchase Price paid after the Payment
      Deadline. During the Unwind Period, the Company agrees not to incur additional
      debt in excess of $500,000 required for working capital, without the prior
      consent of Buyer, which consent shall not be unreasonably withheld.

    


    9.  Survival
      of Representations, Warranties, Covenants and Agreements.
      The
      parties covenant and agree that their respective representations, warranties,
      covenants and agreements contained in this Agreement shall survive the execution
      and delivery of this Agreement for a period of one (1) year from the date
      hereof.

    


    
      
         

      

      
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    10.  Indemnification.
      Each of
      the Company and Buyer agrees to indemnify and hold harmless the other party
      and
      its respective officers, directors, employees, agents or control persons, as
      applicable, who is or may be a party or is or may be threatened to be made
      a
      party to any threatened, pending or completed action, suit or proceeding,
      whether civil, criminal, administrative or investigative, by reason of or
      arising from any breach of any of the representations, warranties, covenants
      or
      obligations of the party contained herein.

    


    11.  Notices.
      Any
      notice or other communication required or permitted to be given to any party
      hereunder shall be in writing and shall be given to such party at such party’s
      address set forth below or such other address as such party may hereafter
      specify by notice in writing to the other party. Any such notice or other
      communication shall be addressed as aforesaid and given by (a) certified mail,
      return receipt requested, with first class postage prepaid, (b) hand delivery,
      or (c) reputable overnight courier. Any notice or other communication will
      be
      deemed to have been duly given (i) on the fifth day after mailing, provided
      receipt of delivery is confirmed, if mailed by certified mail, return receipt
      requested, with first class postage prepaid, (ii) on the date of service if
      served personally or (iii) on the business day after delivery to an overnight
      courier service, provided receipt of delivery has been confirmed:

    


    If
      to the
      Company:

    


    Miller
      Petroleum, Inc.

    3651
      Baker Highway

    Huntsville,
      Tennessee 37756

    Attention:
      Deloy Miller, Chief Executive Officer

    


    with
      a
      copy to:

    


    Snow
      Becker Krauss P.C.

    605
      Third
      Avenue

    New
      York,
      New York 10158

    Attention:
      Jack Becker, Esq.

    


    If
      to
      Buyer:

    


    Wind
      City
      Oil & Gas, LLC

    Portofino
      Towers, Suite 1104

    300
      South
      Pointe Drive

    Miami,
      Florida 33139-7353

     

    with
      a
      copy to:

    


    Peter
      A.
      Gish, Esq.

    37
      Rayton
      Road

    Hanover,
      New Hampshire 03755

    


    
      
         

      

      
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    12.  Expenses.
      Each of
      the parties hereto shall pay the fees and expenses of its counsel, accountants
      and other experts and all other expenses incurred by such party incident to
      the
      negotiation, preparation and execution of this Agreement.

    


    13.  Miscellaneous.

    


    13.1.  Partial
      Invalidity.
      If it
      is found in a final judgment of a court of competent jurisdiction (not subject
      to a further appeal) that any term or provision of this Agreement is invalid
      or
      unenforceable, (a) the remaining terms and provisions of this Agreement shall
      be
      unimpaired and shall remain in full force and effect and (b) the invalid or
      unenforceable provision or term of this Agreement shall be replaced by a term
      or
      provision that is valid and enforceable and that comes closest to expressing
      the
      intention of the invalid or unenforceable term or provision.

    


    13.2.  Assignment.
      Neither
      this Agreement nor any of the rights, interests or obligations hereunder shall
      be assignable by any of the parties hereto without the prior written consent
      of
      the other party.

    


    13.3.  Counterparts;
      Facsimile.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed to be an original, but all of which together shall constitute one and
      the
      same instrument. This Agreement may be executed via facsimile.

    


    13.4.  Successors
      and Assigns.
      The
      benefits of this Agreement shall inure to the parties hereto, their respective
      successors and assigns and to the indemnified parties hereunder and their
      successors and representatives, and the obligations and liabilities assumed
      in
      this Agreement by the parties hereto shall be binding upon their respective
      successors and assigns.

    


    13.5.  Governing
      Law.
      This
      Agreement and the legal relations between the parties hereto shall be governed
      by, and construed and enforced in accordance with, the laws of the State of
      New
      York without giving effect to principles of conflicts or choice of law
      thereof.

    


    13.6.  Jurisdiction.
      Each of
      the parties hereto hereby irrevocably consents and submits to the exclusive
      jurisdiction of the Supreme Court of the State of New York for the County of
      New
      York and the United States District Court for the Southern District of New
      York
      in connection with any Proceeding arising out of or relating to this Agreement
      or the transactions contemplated hereby and waives any objection to venue in
      New
      York County, New York.

    


    13.7.  Headings.
      Headings of the Sections in this Agreement are for reference purposes only
      and
      shall not be deemed to have any substantive effect.

    


    13.8.  Entire
      Agreement; Amendments.
      This
      Agreement and any documents contemplated hereby contain, and are intended as,
      a
      complete statement of all the terms of the arrangements between the parties
      with
      respect to the matters provided for herein, and supersede any and all prior
      agreements, arrangements and understandings between the parties with respect
      to
      the matters provided for herein. No alteration, waiver, amendment, change or
      supplement hereto shall be binding or effective unless the same is set forth
      in
      writing, signed by the parties hereto or a duly authorized representative
      thereof.

    
      
         

      

      
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    IN
      WITNESS WHEREOF,
      the
      parties have hereunto executed this Agreement on the day and year first above
      written.

     

    
      	 	
              MILLER
                PETROLEUM, INC.

              


              


              By:_____________________________________

              Name:
                Deloy
                Miller

              Title:
                Chief
                Executive Officer

              


              WIND
                CITY OIL & GAS, LLC

              


              


              ________________________________________

              Name:
                Brian
                E. Caffyn

              Title:
                President

              


              Solely
                with respect to Section 7:

              


              


              ________________________________________

              Deloy
                Miller

            


    

    
       

      
         

      

      
        10

        
          

        

      

      
         

      

    

    
      
Schedule
      3.1

    


    Delivery
      of Purchase Price

    


    Delivery
      of the Purchase Price shall be as follows:

    


    See
      attached payoff letter.