WIND
      MILL OIL & GAS, LLC

    LIMITED
      LIABILITY COMPANY AGREEMENT

    


    This
      Wind
      Mill Oil & Gas, LLC Limited Liability Company Agreement (hereinafter
      referred to as the "Agreement") is made as of this 23rd day of December 2005
      (the “Effective Date”) by and among Wind City Oil & Gas, LLC, a Delaware
      limited liability company (“WC”) and Miller Petroleum, Inc., a Tennessee
      corporation (“MP”) (hereinafter referred to collectively as the "Members" and
      individually as a "Member") and Wind Mill Oil & Gas, LLC, a Delaware limited
      liability company (hereinafter referred to as "Company").

    


    PREAMBLE

    


    Whereas,
      by entering into this Agreement the parties desire to provide for (i) the
      purpose for which the Company was formed; (ii) the division of the Company's
      net
      profits and net losses; (iii) the restrictions on the disposition of Company
      property and Company Interests; (iv) the management of the Company's business,
      (v) the duration of the Company's existence; and (vi) various other matters
      relating to the Company.

    


    NOW,
      THEREFORE, in consideration of the premises and the mutual promises, covenants
      and agreements contained in this Agreement, the parties hereto, intending to
      be
      legally bound hereby, agree to form a limited liability company under the laws
      of the State of Delaware in accordance with the following terms and
      conditions:

    


    ARTICLE
      I. FORMATION AND PURPOSE

    


    1.1 Governing
      Law and Government Filings.
      The
      Company was formed in accordance with, and shall be governed by, the Delaware
      Limited Liability Company Act, (hereinafter referred to as the "Act"), except
      to
      the extent that the Act permits variation by agreement of the parties and this
      Agreement provides for such variation. On or after the execution of this
      Agreement, and to the extent required by law, the Members shall, if necessary,
      cause to be filed with the Office of the Secretary of State for the State of
      Delaware an amended Certificate of Formation that complies with the requirements
      of the Act (hereinafter referred to as the "Certificate") and shall execute
      such
      further documents and take such further action as is necessary or appropriate
      from time to time to comply with the requirements for the formation and
      operation of a limited liability company in the State of Delaware and in all
      other jurisdictions where the Company conducts its business.

    


    1.2 Name.
      The
      name of the Company shall be Wind Mill Oil & Gas, LLC.

    


    1.3 Purpose
      of the Company.
      The
      purpose and business of the Company shall be to engage in any lawful business
      activity agreed to by the Members and to conduct such other activities as may
      be
      necessary or appropriate to promote the business of the Company. The Company
      may
      exercise all the powers and privileges either granted or limited under the
      Act.


    


    1.4 Registered
      Office; Registered Agent.
      The
      name of the registered agent for service of process on the Company in the State
      of Delaware is Agents and Corporations. The address of the registered agent
      of
      the Company and the address of the registered office of the Company in the
      State
      of Delaware is Agents and Corporations, Suite 600, One Commerce Center, 1201
      Orange Street, P.O. Box 511, Wilmington, DE 19899-0511.

    


    
      
         

      

      
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    1.5 Principal
      Place of Business.
      The
      Company's principal place of business shall be Portofino Towers, Suite 1104,
      300
      South Pointe Drive, Miami Beach, FL 33139-7353 or at such other place as a
      majority in interest of the Voting Members (as defined below) may select from
      time to time.

    


    1.6 Expenses
      of Formation.
      The
      Company shall bear the expenses incident to its formation. Each Member shall
      bear his own personal expenses, if any, incurred in connection with its decision
      to enter into this Agreement.

    


    ARTICLE
      II. TERM

    


    2.1 Term.
      The
      term of the Company shall commence on the effective date of the filing of the
      Certificate with the Office of the Secretary of State of the State of Delaware
      and shall be perpetual.

    


    ARTICLE
      III. CAPITAL CONTRIBUTIONS AND COMPANY INTERESTS

    


    3.1 Company
      Capital.
      The
      capital of the Company shall be the aggregate sum of the capital contributions
      made by the Members to the Company in the manner provided for in this Agreement.
      Each Member shall own a share of the total capital of the Company in proportion
      to that Member's Company Interest.

    


    3.2 Initial
      Capital Contribution.
      The
      initial capital contribution of the Members to the Company shall be as
      follows:

    


    
      	
              Name
                of Members

            	
              Amount
                of Contribution

            
	 	 
	
              Wind
                City Oil & Gas, LLC

            	
              $10,000,000.00

            
	
              Miller
                Petroleum, Inc.

            	
              Assets
                listed in Exhibit A which 

            
	 	
              shall
                have a deemed value of $3,000,000 

            
	 	 
	
              TOTAL:

            	
              $13,000,000.00
                

            


    


    3.3 Payment
      of Contributions.
      Except
      as otherwise set forth in this Agreement, and unless otherwise agreed to by
      all
      Voting Members, each Member's capital contribution shall be made by delivering
      it to the Company promptly upon the execution hereof.

    


    3.4 Company
      Interest.
      For
      purposes of this Agreement, the term "Company Interest" shall mean each Member's
      share of the Company's net profits and net losses, the right to receive
      distributions of Company property and the rights, powers and liabilities of
      a
      Member as defined and described in the Act and this Agreement. The nature of
      a
      Company Interest shall be personal property for all purposes.

    


    
      
         

      

      
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    3.5 Percentage
      of Company Voting Interests.
      The
      Company Interest of the Members shall be represented by a total of One Thousand
      (1,000) Company Units (hereinafter referred to as ”Voting
      Units”).
      With
      respect to Voting Units of the Company each Member shall be entitled to one
      vote
      per Voting Unit owned. 

    


    Each
      Member's initial Company Interest shall be equal to the number of Units set
      forth below:

    


    
      	
              Name
                of Members

            	
              No.
                of Voting Units

            
	 	 
	
              Wind
                City Oil & Gas, LLC

            	
              501

            
	
              Miller
                Petroleum, Inc.

            	
              499

            
	 	 
	
              TOTAL

            	
              1,000

            


    

    


    Each
      Member's Company Interest at any given time shall be calculated on the basis
      of
      the number of Units owned by that Member to the total number of Units owned
      by
      all of the Members. The Members holding Voting Units are hereinafter referred
      to
      as ”Voting
      Members.”

    


    3.6 a.
      Form
      of Contributions.
      Unless
      specified otherwise in this Agreement, all capital contributions made by a
      Member to the Company shall be made in the form of cash denominated in US
      dollars. No capital contributions shall be made by a Member to the Company
      in
      property other than cash. Notwithstanding the above, the Members expressly
      agree
      that MP’s initial capital contribution set forth in Section 3.2 consists of
      certain lease rights and other assets which capital contribution is subject
      to
      the unwind provisions set forth in Section 3.15a. 

    


    b.
      Loans
      from Members.
      Members
      may loan money to the Company for any purpose approved by at least seventy
      five
      percent (75%) of the Voting Members from time to time (hereinafter a “Member
      Loan”). Loans from the Members to the Company shall be made on reasonable
      commercial terms and any approval required among the Voting Members shall not
      be
      unreasonably withheld. In no event shall the initial capital contribution of
      the
      Members be treated as a loan to the Company. 


    3.7 Additional
      Capital Contributions.
      No
      Member shall be required to make any further or additional capital contributions
      to the Company, except as required by the Act or this Agreement. A majority
      in
      interest of the Voting Members shall determine when and to what extent
      additional capital contributions from the Members to the Company are required
      from time to time. The Company shall give written notice to all Members of
      the
      requirement for additional capital contributions and the amount due from each
      Member calculated by reference to that Member’s Company Interest. In the event
      that a Member (a "Defaulting Member") fails to timely contribute the amount
      required pursuant to this Section (the "Default Amount"), the Company shall
      give
      Notice to the other Members who are Voting Members (the "Non-Defaulting
      Members") of the amount of the Default Amount. Within ten (10) days of the
      effective date of such Notice, each Non-Defaulting Member shall give Notice
      to
      the Company as to whether it elects to make an additional capital contribution
      equal to the Default Amount. In the event that one or more Non-Defaulting
      Members so elects to make such Capital Contribution, the Company shall give
      Notice to them of their respective shares of the Default Amount (determined
      as
      set forth below), and each such Non-Defaulting Member shall contribute to the
      Company within three days of the effective date of such Notice from the Company
      a portion of the Default Amount determined by multiplying the Default Amount
      by
      a fraction the numerator of which is the Company Interest of the Non-Defaulting
      Member and the denominator of which is the sum of the Company Interests of
      all
      Non-Defaulting Members who elected to make the additional Capital Contribution.
      In the event that none of the Non-Defaulting Members notifies the Company that
      it wishes to make an additional capital contribution to cover the Default
      Amount, the Company may give notice of such event to all of the Non-Defaulting
      Members who shall then be obligated in accordance with the first paragraph
      of
      this Section to contribute their proportionate shares (based on their respective
      Company Interests) of the amount of the Default Amount. Following the
      contribution of the Default Amount by one or more of the Non-Defaulting Members,
      the Company Interest of each Member shall be re-determined and shall equal
      the
      fraction (expressed as a percentage) the numerator of which is the amount of
      the
      aggregate Capital Contributions made to the Company by such Member and the
      denominator is the aggregate of all Capital Contributions made to the Company
      by
      all Members. In the event that a Member’s Company Interest is increased pursuant
      to this paragraph, a proportionate share of the Capital Account of the
      Defaulting Members shall be transferred to such Member. The readjustment of
      Company Interests pursuant to this Section shall be the sole remedy of the
      Company and the Members against a Defaulting Member for the failure to make
      Capital Contributions pursuant to this Section.

    


    
      
         

      

      
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    3.8 Withdrawal
      of Capital Contributions.
      Subject
      to the other provisions of this Agreement, no Member shall have the right to
      withdraw or reduce its capital contributions to the Company, except with the
      prior written consent of all Members. No Member shall have the right to demand
      and receive any distribution from the Company in any form other than cash.
      No
      Member shall be entitled to receive any interest on his capital contributions
      to
      the Company.

    


    3.9 Use
      of
      Contributions.
      The
      aggregate of all capital contributions made by the Members to the Company shall
      be available to the Company to carry out the purposes of the
      Company.

    


    3.10 Ownership
      of Property.
      All
      Company property, whether real or personal, tangible or intangible, shall be
      owned by the Company. No Member shall have any interest in any specific Company
      property.

    


    3.11 No
      Right of Partition.
      Each
      Member waives any right it may have to cause Company property to be partitioned
      or otherwise divided among the Members, or to file a complaint or institute
      any
      proceeding at law or equity to cause Company property to be partitioned or
      otherwise divided among the Members.

    


    3.12 Composition
      of Capital Accounts.
      The
      Company shall establish and maintain a separate capital account for each Member
      in accordance with applicable federal tax laws. Each Member's capital account
      shall be determined and maintained as follows:

    


    a.
      Contributions,
      Income and Gains.
      Each
      Member's capital account shall be increased by: (1) the amount of money
      contributed by that Member; (2) the fair market value at the time of
      contribution of all property other than money contributed by that Member,
      reduced by any liabilities secured by that property which are assumed or taken
      subject to by the Company; and (3) that Member's share of Company income and
      gains, including income and gains which are exempt from or not recognized for
      federal income tax purposes, as computed for book purposes; and

    


    
      
         

      

      
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    b.
      Distributions,
      Deductions and Losses.
      Each
      Member's capital account shall be decreased by: (1) the amount of money
      distributed to that Member; (2) the fair market value at the time of
      distribution of all property other than money distributed to that Member,
      reduced by any liabilities secured by that property which are assumed or taken
      subject to by that Member; and (3) that Member's share of Company losses and
      deductions, including Company expenditures which are not deductible or
      capitalizable for federal income tax purposes, as computed for book
      purposes.

    


    3.13 Transferee's
      Capital Account.
      In the
      event of a permitted transfer of a Company Interest as provided in this
      Agreement, the capital account of the transferor shall become the capital
      account of the transferee to the extent it relates to the transferred Company
      Interest.


    3.14 Compliance
      with Applicable Federal Tax Laws.
      The
      manner in which the capital accounts of the Members are to be maintained
      pursuant to this Article III of this Agreement is intended to comply with the
      requirements of all applicable federal tax laws. If in the opinion of a majority
      in interest of the Members the manner in which capital accounts are to be
      maintained pursuant to this Article III of this Agreement should be modified
      in
      order to comply with the applicable federal tax laws, then notwithstanding
      anything contained in this Agreement to the contrary, the Members shall alter
      the method in which the capital accounts are maintained and amend this Agreement
      to reflect any such change in the manner in which capital accounts are
      maintained; provided, however, that any change in the manner of maintaining
      capital accounts shall not materially alter the economic agreement between
      the
      Members.

    


    3.15 Certain
      Matters Related to Initial Drilling Wells.
      

    


    a.
      Initial Drilling
      Wells.
      The
      Members agree that the Company shall initially drill wells on certain of the
      properties listed in Exhibit
      A
      and
      referred to as Koppers South. Lake City, Harriman and Hodnett#1 (the
      “Initial Drilling Wells”). The Parties agree the Initial Drilling Wells will
      include; (i) up to five (5) wells on Koppers South provided that at least one
      of
      the first three such wells has been determined by reference to established
      gas
      and oil industry standards to have an expected production of at least 125 mcf
      per day, (ii) three (3) on Lake City, (iii) three (3) on Harriman, and (iv)
      one
      (1) on Hodnett#1.
      Within
      six (6) months of the later of when equipment availability permits the
      commencement of drilling or the Initial Drilling Wells are drilled and completed
      with open flow tests, the Company shall undertake to drill a minimum of an
      additional twenty (20) wells on any of Koppers South, Lake City or Harriman
      (the
“Second Stage Wells”). If the Company decides not to drill the Second Stage
      Wells, as determined by a majority in interest of the Members, or in the event
      that MP elects to trigger the Reassignment (as set forth in Exhibit A), then
      the
      assets listed in Exhibit
      A
      contributed by MP (excluding only the property surrounding the Initial Drilling
      Wells based on 40 acre spacing), or, in the case of a Reassignment, the
      Reassigned Properties (as such term is defined in Exhibit A) will be put back
      to
      MP, for no consideration other than the return of capital contribution (or
      return of a proportionate amount thereof in the case of a Reassignment) as
      set
      forth herein, as a return of MP’s initial capital investment, at which point
      MP’s initial capital contribution as of the date of this Agreement shall be
      reduced to zero and the Voting Units otherwise registered in the name of MP
      shall be cancelled or returned to the Company (as solely determined by a
      majority in interest of the Voting Members).

    


    
      
         

      

      
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    b.
      Repayment
      of MP and WC Development Loans.
      In the
      event that the Members decide to treat subsequent capital contributions as
      loans
      in accordance with Section 3.6 (b), then the Company shall repay all such loans,
      plus accrued interest payable, if any, as determined by a majority in interest
      of the Members. It is expressly agreed and understood that for purposes of
      this
      Section 3.15b, only MP’s capital contributions in cash may qualify as a loan to
      the Company.

    


    


    c.
      Project
      Development.
      The
      Members agree that an affiliate of WC, Wind City Oil & Gas Management, LLC
      (“WCOG”) will manage the exploration, development, financing, and drilling of
      the Initial Drilling Wells and the Second Stage Wells, as well as any other
      oil
      and gas wells being pursued by the Company from time to time (collectively
      the
“Project Development”). The Members agree that the Company shall enter into with
      WCOG the Management Services Agreement substantially in the form attached hereto
      as Exhibit
      B,
      and
      that MP will provide services to the Company through a similar Exploration,
      Drilling and O&M Services Agreement to be entered into with WCOG
      substantially in the form attached hereto as Exhibit
      C.
      It is
      expressly agreed and understood that WCOG shall be entitled to receive as a
      performance bonus in accordance with the terms of the Management Services
      Agreement attached hereto as Exhibit
      B.
      

    


    d.
      Asset
      Management, Project Operations and Maintenance.
      The
      Members hereby agree that upon one or more wells reaching commercial operation,
      either WCOG or a newly created corporation or limited liability company formed
      by WCOG (the “O&M SPC”) will provide day-to-day oversight of the operation
      of the Project Development, including but not limited to maintenance, asset
      management, financial management, technical management, contractual management
      and administrative services in connection with the Project Development under
      a
      long-term “arm’s length” contract. 

    


    e.
      Right
      to Examine Business Records.
      Both WC
      and MP shall have the right to examine the other’s records related to the
      development, construction and operation of the Project Development upon advance
      notice from time to time. The cost of any such examination shall be borne by
      the
      Party making any such request. 

    


    f.
      No
      Preferred Distributions.
      The
      Members agree that except as specifically set forth in this Agreement, no
      Member, Affiliate or Principal (as hereinafter defined) shall be entitled to
      any
      disproportional distributions, whether in the from of bonuses, special profit
      allocations, income or otherwise, except as set forth in this
      Agreement.

    


    IV.
      ALLOCATIONS
      AND DISTRIBUTIONS

    


    4.1 Allocation
      of Company Items.
      Except
      as set forth in Section 4.5 below, all items of income, gain, loss, deduction
      or
      credit of the Company shall be allocated among the Members in proportion to
      their Company Interests.

    


    
      
         

      

      
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    4.2 Priority
      Among Members.
      No
      Member shall have priority over any other Member with regard to the return
      of
      capital, the allocation of any Company items or the distribution of Company
      property.

    


    4.3 Reallocation
      on Transfer.
      In the
      event that a Member's interest is transferred in accordance with the provisions
      of this Agreement, the allocations provided in this Article IV of this Agreement
      shall be further reallocated between the transferor and the transferee in the
      same ratio as the number of days each of them owned the Company Interest during
      the fiscal year of the Company for which the allocation is being made, unless
      the books of the Company permit the allocation of items of income and expense
      to
      the periods of time before and after the transfer, in which case the latter
      allocation shall be made.


    4.4 Distribution
      of Net Cash.
      

    


    a. Following
      the end of each fiscal year of the Company and the adjustment of the Member's
      capital accounts for that fiscal year, the Company may distribute the Net Cash
      of the Company to the Members. Distributions of Net Cash shall be made among
      the
      Members in proportion to their Company Interests. The term "Net Cash" shall
      mean
      cash flow available after normal operating expenses, debt service, and any
      reasonable reserves set aside for future liabilities, acquisitions and
      developments as determined by a majority in interest of the Voting Members.
      

    


    b. Notwithstanding
      anything to the contrary contained herein, WC shall be entitled to a priority
      cash distribution equivalent to 30%
      of
      cash available after operating costs, provided that if third party debt is
      put
      in place, then such payment will be subordinated to the extent required by
      such
      third party debt service provider, until it has received a cumulative cash
      amount equal to $10,000,000 on a discounted basis using a 5% per annum discount
      rate. 

    


    4.5 Distributions
      for Taxes.
      Notwithstanding any other restrictions contained herein, on a quarterly basis
      the Company will make distributions of cash to the extent permitted under
      Delaware law adequate to cover any tax liability (calculated using the highest
      applicable tax rate) of the Members created through the activities of the
      Company to the extent Net Cash is available, but only to the extent that the
      Company maintains sufficient cash flow to cover its existing operations for
      the
      next 6 months (for the avoidance of doubt this would exclude optional new
      acquisitions or developments). 

    


    ARTICLE
      V. COMPETITION AND CONFIDENTIALITY

    


    5.1 No
      Member, or its respective officers, directors, members, managers, successors,
      affiliates, subsidiaries, stockholders, owners or assigns (hereinafter
“Principal”), may engage in any business that is in the same or substantially
      similar business within one half mile of any oil and gas well being developed
      or
      in production by the Company, its subsidiaries and affiliates (the “Territory”),
      unless: (i) the Company is no longer pursuing new business development in the
      Territory, or (ii) for the prior three (3) years, the Principal in question
      has
      not held an ownership interest in a Member nor has the Member held an ownership
      position in such Principal,
      provided that,
      no
      restriction contained in this Section 5.1 shall be applicable to a Principal
      solely as a result of ownership by such Principal of five percent (5%) or less
      of a Member. Any confidential information, including, without limitation, well
      data, site information, project documents and financial pro-formas (collectively
      the “Confidential Information”) of the Company, its subsidiaries and/or
      affiliates, may not be used by any Member or Principal for any purpose not
      related to the Company without the express written consent of all the Voting
      Members. In the event any Member or Principal violates the provisions of this
      Article V, including any obligation relating to Confidential Information, then,
      in addition to all remedies available at law, the Company shall have the right
      to purchase the Company Interest owned directly or indirectly by the offending
      Member or Principal for an amount equivalent to the lesser of fair market value
      or the balance in the Member’s (or in the case of a violation by a Principal,
      the corresponding Member’s) capital account as of the date of breach.


    


    
      
         

      

      
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    5.2 
      It is
      expressly understood and agreed that the obligations imposed by this Article
      V
      shall extend to affiliates, subsidiaries, shareholders, and/or the ultimate
      owner(s), of each Member or their beneficiaries.

    


    ARTICLE
      VI. TAX, FINANCIAL AND ACCOUNTING MATTERS

    


    6.1 Fiscal
      Year and Accounting Method.
      The
      fiscal year of the Company for both accounting and income tax purposes shall
      be
      the calendar year, and for both accounting and income tax purposes the Company
      shall report its operations and profits and losses in accordance with the cash
      method of accounting, unless a different method of accounting is required by
      applicable federal tax laws.

    


    6.2 Annual
      Tax Return and Financial Statements.
      The
      accountant for the Company shall prepare all required tax returns for the
      Company as of the end of each fiscal year, including the balance sheet and
      statement of income and expenses relating to such fiscal year, and a statement
      of each Member's distributive share of the items of income, gain, loss,
      deduction and credit of the Company for tax purposes for such fiscal year.
      The
      Company shall furnish each Member with a copy of each such tax return and
      statement on or before the date the Company files its tax returns for such
      fiscal year.

    


    6.3 Tax
      and Accounting Matters.
      All
      elections with respect to the preparation and filing of the Company tax returns,
      the reporting of items of Company income, gain, loss, deduction and credit,
      and
      all other elections which the Company or Members are entitled to make with
      respect to Company matters, shall be made only by the Company. The Member
      holding the largest number of Voting Units shall be the Tax Matters Member
      for
      the Company for income tax purposes. All decisions as to accounting matters
      shall be made in accordance with the terms of this Agreement and generally
      accepted accounting principles applied on a basis consistent with prior periods.
      Each Member is still required to make all Member specific elections, as
      appropriate.


    6.4 Books
      and Records.
      The
      Company shall maintain a full and accurate set of books and records at its
      principal place of business. Each Member and his duly authorized representative
      shall have access to and may inspect and copy any such books and records at
      all
      reasonable times.

    


    6.5 Bank
      Account.
      The
      Company shall open and maintain a bank account or bank accounts in the name
      of
      the Company at such bank or banks as of a majority in interest of the Voting
      Members may determine from time to time. Any withdrawals from such bank
      account(s) shall require such signature or signatures as a majority in interest
      of the Voting Members may from time to time determine.

    


    
      
         

      

      
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    ARTICLE
      VII. MEMBERS

    


    7.1 Management
      Authority of Members and Officers.
      A
      majority in interest of the Voting Members (the “Majority”) shall have the
      ability to designate a manager or managers (the “Manager”) who will have full
      and exclusive responsibility for the management of the Company, the operation
      of
      the business of the Company, and the performance of the duties described in
      this
      Article VII, subject only to the approval of the other Voting Members as
      required under Section 7.3 below. For the avoidance of doubt, the Members
      acknowledge that management control of the Company shall rest exclusively with
      the Voting Members. The Members unanimously agree to appoint Wind City Oil
&
Gas Management, LLC as the Manager until such time as a majority in interest
      of
      the Voting Members votes to replace the Manager. The Manager has initially
      delegated its power and authority to the following President, Vice President,
      Secretary and/or Treasurer as officers of the Company (individually an “Officer”
and collectively the “Officers”), all of whom could be the same person and who
      could be a Member of the Company and will have the power and authority provided
      herein, unless and until otherwise specified by a majority in interest of the
      Voting Members:

    


    
      	
              President:

            	
              Brian
                E. Caffyn

            
	 	 
	
              Vice
                President:

            	
              To
                be determined

            
	 	 
	
              Secretary:

            	
              Peter
                Gish

            
	 	 
	
              Treasurer:

            	
              Guillermo
                Espiga

            


    

    


    President.
      The
      President shall be the chief executive officer of the Company, shall preside
      at
      all meetings of the Members, shall have general and active management of the
      business of the Company, and shall execute bonds, mortgages, loans, leases
      and
      contracts for the Company, and is authorized to open and sign bank accounts
      and
      to authorize other officers to perform any or all of the above in his
      discretion, subject to the limitations set forth in section 7.3. The President
      shall designate any additional officers of the Company as he determines are
      necessary to the proper operation of the Company. 

    


    Secretary.
      The
      Secretary shall record all the proceedings of the meetings of the Members and
      notice of all meetings of the Members, and shall perform such other duties
      as
      may be prescribed by the President. The Secretary is authorized to execute
      contracts on behalf of the Company. 

    
      
         

      

      
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    Treasurer.
      The
      Treasurer shall manage the custody of the Company’s funds and securities and
      shall keep full and accurate accounts of receipts and disbursements in books
      belonging to the Company and shall deposit all moneys and other valuable effects
      in the name and to the credit of the Company in such depositories as may be
      designated by the President. The Treasurer shall disburse the funds of the
      Company as may be ordered by the President taking proper vouchers for such
      disbursements, and shall render to the President an account of all his
      transactions as Treasurer and of the financial condition of the Company.


    


    The
      foregoing Officers shall serve until their respective successors are chosen
      by
      the Manager or the Manager removes one or more of the Officers in order that
      the
      Manager may resume exercising the power and authority previously delegated
      to
      such Officer or Officers.

    


    7.2 Duties
      of Loyalty and Care of the Manager.
      The
      Manager shall devote such time to the operations of the Company as it, in its
      sole discretion, deems to be reasonably required to conduct the Company business
      and to operate and manage the Company property in an efficient manner. The
      doing
      of any act or failure to do any act which may result in a loss to the Company,
      if done in good faith and in a manner reasonably believed to be in the best
      interest of the Company, shall not subject the Manager to any liability to
      the
      Company.

    


    7.3 Company
      Acts Requiring Super Majority Consent
      Notwithstanding anything to the contrary contained in this Agreement, the
      consent of at least sixty percent (60)% of the Voting Units must be obtained
      in
      connection with any of the following matters: (i)selling, leasing or otherwise
      disposing of all or substantially all of the business and assets of the Company,
      or any substantial or material part of the assets of the Company, (ii) entering
      into any
      transaction or agreement between the Company and any entity in which one or
      more
      of the Members has a business, financial, or family interest,
      other
      than those contractual relationships agreed to in writing by the Voting Members
      simultaneously with the execution of this Agreement, , (iii) a material change
      in the business of the Company , (iv) the withholding of available distributions
      to Members once the Company has cash adequate to fund itself for the next 12
      months, (v) changes to the Territory of the Company as defined in Paragraph
      5.
      above, and (vi) amending the certificate of formation of the Company.


    


    7.4
       Compensation
      for Manager/Officers.
      The
      Manager and the Officers may be entitled to compensation for personal services
      rendered by them on behalf of the Company, subject to the terms of the Initial
      Budget and as approved by all Members. For purposes of this SubArticle,
      reimbursement for out-of-pocket expenses shall not be construed as
      "compensation". The Manager and Officers shall be fully reimbursed by the
      Company for all reasonable documented out-of-pocket expenses incurred by them
      on
      behalf of the Company.

    


    
      
         

      

      
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    7.5 Indemnification
      of Members.
      To the
      fullest extent permitted by applicable law, the Manager, any officers,
      directors, shareholders, partners, members, employees, representatives or agents
      of the Manager, or their respective affiliates, or any Officer, employee or
      agent of the Company or its affiliates (any such person, a "Covered Person")
      shall be entitled to indemnification from the Company for any loss, damage
      or
      claim incurred by such Covered Person by reason of any act or omission performed
      or omitted by such Covered Person in good faith on behalf of the Company and
      in
      a manner reasonably believed to be within the scope of authority conferred
      on
      such Covered Person by this Agreement, except that no Covered Person shall
      be
      entitled to be indemnified in respect of any loss, damage or claim incurred
      by
      such Covered Person by reason of gross negligence or willful misconduct with
      respect to such acts or omissions; provided, however, that any indemnity under
      this Section shall be provided out of and to the extent of Company assets only,
      and no Covered Person shall have any personal liability on account thereof.
      To
      the fullest extent permitted by applicable law, expenses (including legal fees)
      incurred by a Covered Person in defending any claim, demand, action, suit or
      proceeding shall, from time to time, be advanced by the Company prior to the
      final disposition of such claim, demand, action, suit or proceeding upon receipt
      by the Company of an undertaking by or on behalf of the Covered Person to repay
      such amount if it shall be determined that the Covered Person is not entitled
      to
      be indemnified as authorized in this Section. The definition of “Covered Person”
shall extend to any Member against whom a claim is made, legal action commenced,
      or recovery sought solely by virtue of that Member being a member of the
      Company. 

    


    7.6 Personal
      Liability of Members.
      No
      Member shall have any personal liability for the liabilities or obligations
      of
      the Company, except to the extent of the capital contributions made or required
      to be made by such Member to the Company in accordance with the terms of this
      Agreement. 

    


    ARTICLE
      VIII. ADMISSION AND RESIGNATION OF MEMBERS

    


    8.1 Initial
      Members.
      All
      persons having executed this Agreement as Members shall be admitted as Members
      without any further act on the part of the Company or the other
      Members.

    


    8.2 Additional
      Members.
      Following the execution of this Agreement by the initial Members, persons
      acquiring a Company Interest directly from the Company (whether the Company
      Interests are being issued for the first time or being reissued as a result
      of a
      reacquisition by the Company) shall not be admitted as Members of the Company,
      except upon the unanimous written consent of all Voting Members. Any Voting
      Member may withhold such consent for any reason or for no reason.

    


    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    8.3 Successor
      Members.
      Subject
      to the other provisions of this Agreement, any acquiring a Company Interest
      by
      transfer from an existing Member shall not be admitted as a Member of the
      Company, except upon the written consent of a majority in interest of the Voting
      Members, which consent shall not be unreasonably refused. 

    


    8.4 Preconditions
      to Admission.
      In no
      event shall a Voting Member consent to the admission of any person as a Member
      of the Company, unless and until:

    


    a.
      Such
      person agrees to execute this Agreement, as then amended, and such other
      instruments as may be required by the Act or which a majority in interest of
      the
      Voting Members deem necessary or appropriate to confirm and record such person's
      undertaking to be bound by the terms of this Agreement; and

       

    b.
      Such
      person agrees to pay all the reasonable expenses, including attorney's fees,
      incurred by the Company in connection with the transfer, if any, and the
      admission of such person as a Member.

    


    8.5 Assignee
      of a Member.
      If a
      person acquiring a Company Interest is not admitted as a Member of the Company
      as provided in this Article VIII of this Agreement, then such person's interest
      in the Company shall be solely that of a rightful assignee of a Member as
      provided in the Act.

    


    8.6 Resignation
      of Members.
      No
      Member shall resign from the Company prior to the dissolution and winding up
      of
      the Company, except upon the prior written consent of all Voting Members. Any
      Voting Member may withhold such consent for any reason or for no reason. Any
      resigning Member transferring his Company Interest in conformity with the
      transfer provisions of Article IX of this Agreement, whether to the Company,
      an
      existing Member or to a third party, shall be deemed to have resigned from
      the
      Company without violating this Agreement upon and to the extent of the transfer,
      whether or not the transferee is admitted as a Member of the Company, and shall
      be entitled to payment for all amounts due to such Member under this Agreement
      in the same manner as provided for in Article IX of this Agreement.

    


    8.7 Payments
      to Wrongfully Resigning Member.
      In the
      event that a Member resigns from the Company in violation of this Agreement,
      any
      amounts due to that Member under this Agreement, subject to offset for any
      damages caused to the Company as a result of such wrongful resignation, shall
      be
      paid to that Member in the same manner as provided in Article IX of this
      Agreement, but only if and when such amounts can be paid without causing the
      Company's liabilities, including liabilities owed to Members other than the
      resigning Member, to exceed the value of the Company's assets and without
      causing the Company to be unable to meet its current debts and obligations
      as
      they come due after allowing for a reasonable reserve for capital needs and
      improvements, the acquisition of additional Company property or for any other
      contingency of the Company.

    


    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    ARTICLE
      IX. TRANSFER OF COMPANY INTERESTS

    


    9.1 Transfers
      Restricted.
      No
      Member shall transfer all or any part of its Company Interest, nor shall any
      voting or nonvoting member, owner, partner, shareholder or other holder of
      a
      legal or beneficial interest in a Member (a “”Member Owner”) allow a transfer of
      any interest in such Member (a “Member Owner’s Interest”), except as provided in
      this Article IX of this Agreement. In the event that a Member or Member Owner
      violates any of the provisions of this Article IX of this Agreement, such
      transfer shall be null and void and of no force or effect. Notwithstanding
      anything to the contrary contained herein, nothing shall prevent the transfer
      of
      a Member Owner’s Interest (i) to a spouse or lineal descendant of such
      transferring Member Owner (a “Family Member Successor”) provided that each such
      Family Member Successor signs this Agreement within thirty (30) days of any
      such
      disposition, or (ii) in the case of MP, the trading of shares issued and
      outstanding as of the date of this Agreement. In addition, any other person
      who
      is admitted as a Member by Transfer shall sign this Agreement within thirty
      (30)
      days of such transfer. 

    


    9.2 "Transfer"
      Defined.
      

    


    a. As
      used
      in this Article IX, the term "transfer" shall mean and include any distribution,
      sale, transfer, assignment, gift, creation of an encumbrance, pledge,
      hypothecation, grant of a security interest, lien or other disposition, either
      with or without consideration, whether voluntary or involuntary, by operation
      of
      law or otherwise, including, without limitation, transfers incident to divorce
      or separation and all executions of legal process attaching to or affecting
      in
      any way: (i) the Company Interest of a Member, (ii) a Member's beneficial
      interest in a Company Interest, or (iii) a Member Owner’s Interest. In addition
      to the foregoing, and without limiting same, the following events shall be
      deemed transfers within the meaning of Article IX of this Agreement which shall
      be subject to the terms and conditions imposed upon transfers:

    


    b.
      In the
      case of a Member that is a corporation or limited liability company, the filing
      of a certificate of dissolution, or its equivalent, for the corporation or
      limited liability company or the revocation of its charter.

    


    9.3 Transfer
      Not an Event of Dissolution.
      Except
      as otherwise provided in Article X of this Agreement, the transfer by a Member
      of his Company Interest shall not cause the legal dissolution or termination
      of
      the Company and the business of the Company may be continued thereafter by
      and
      for the benefit of the remaining Members.

    


    
      
         

      

      
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    9.4 Voluntary
      Transfer; Mandatory Offer to Company.
      No
      Member may voluntarily transfer, all or any part of his Company Interest,
      without first complying with the terms of this SubArticle:

    


    a.
      Offer
      for Sale.
      Any
      Member desiring to transfer his Company Interest (hereinafter referred to as
      the
      "Transferring Member") shall give written notice to the Company and all the
      Voting Members, stating his desire to dispose of some or all of his Company
      Interest (hereinafter referred to as the "Company Interest proposed for sale")
      and shall offer for sale the Company Interest proposed for sale to the Company
      first and then to all the Voting Members as provided herein. The Company and/or
      the Voting Members shall negotiate in good faith with the Transferring Member
      for a period of sixty (60) days, and on an exclusive basis, the sale of the
      Company Interest being offered by the Transferring Member. 

    


    b.
      Right
      of First Refusal.
      In the
      event that the Company or Voting Members do not elect to purchase the entire
      Company Interest proposed for sale by the Transferring Member as provided in
      SubArticle 9.4(a) of this Agreement, the Transferring Member may thereupon
      solicit offers from any other person (hereinafter referred to as the "third
      party") to purchase the entire Company Interest proposed for sale within sixty
      (60) days thereafter, subject to the Company's and Voting Members' right of
      first refusal as set forth herein. No offer to purchase a Company Interest
      proposed for sale shall be valid unless it is bona fide, in writing and signed
      by the third party and the Transferring Member (hereinafter referred to as
      the
      "third party offer"). In the event the Transferring Member obtains a third
      party
      offer to purchase the Company Interest proposed for sale, the Transferring
      Member shall deliver the third party offer to the Company and all the Voting
      Members and shall reoffer the Company Interest proposed for sale to the Company
      and subsequently to all the Voting Members on the same terms and conditions
      as
      contained in the third party offer. In the event the Company or the Voting
      Members accept the Transferring Member's offer to purchase the Company Interest
      proposed for sale in accordance with the terms and conditions contained in
      the
      third party offer, then settlement on the purchase of the Company Interest
      proposed for sale shall be held in accordance with the terms and conditions
      of
      the third party offer. If the Company or the Voting Members do not accept the
      third party offer, the Transferring Member shall be free to sell the Company
      Interest proposed for sale to the third party, but only for the same price
      and
      in accordance with substantially the same terms and conditions set forth in
      the
      third party offer. In the event the aforesaid sixty (60) day period expires
      or
      any material term or condition of the third party offer are changed either
      by
      the Transferring Member and/or the third party, the Company and all the Voting
      Members shall again be offered the right to purchase the Company Interest
      proposed for sale as aforesaid.

    


    c.
      Purchase
      of Entire Interest.
      In no
      event shall the Transferring Member be required to transfer less than the entire
      Company Interest proposed for sale to the Company and the Members under this
      SubArticle 9.4 of this Agreement; it being understood that the Company must
      purchase the entire Company Interest proposed for sale or waive its rights
      under
      this SubArticle 9.4 of this Agreement.

    


    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    9.5
       Payment
      Terms and Conditions.
      Unless
      the parties agree otherwise, the payment of the entire purchase price shall
      be
      made at the time of Transfer of the Company Interest being sold. Notwithstanding
      anything contained in this SubArticle 9.6 of this Agreement to the contrary,
      if
      the purchase of the Company Interest proposed for sale is the result of an
      exercise of a right of first refusal by the Company or the Voting Members as
      provided in SubArticle 9.4(d) of this Agreement, then the terms for the payment
      of the purchase price shall be those set forth in the third party
      offer.

    


    9.6 Percentage
      of Limitations or Transfers.
      Notwithstanding any other provision of this Agreement to the contrary, the
      Company shall not be required to recognize any transfer of a Company Interest
      if
      the transfer, when considered with other transfers of Company Interests made
      within the period of twelve (12) consecutive calendar months prior thereto,
      would constitute a sale or exchange of fifty percent (50%) or more of the total
      interest in the Company’s capital and profits and result in the tax termination
      of the Company under Article 708(b) of the Internal Revenue Code of 1986, as
      amended.

    


    9.7 Costs
      and Expenses of Transfer.
      The
      Transferring Member shall pay all costs and expenses incurred by the Company
      in
      connection with any transfer of a Company Interest pursuant to this Article
      IX
      of this Agreement and/or another person's becoming a Member of the Company
      or an
      assignee of a Member of the Company, including, but not limited to, all filing,
      recording and publishing costs and reasonable attorneys' fees and
      disbursements.

    


    9.8 Intentionally
      Left Blank

    


    9.9  Shotgun
      Mechanism

    


    (a) Right
      to Invoke Buy Sell Procedure.
      At any
      time following the 3rd anniversary of the Effective Date, if the Voting Members
      cannot agree any action requiring a majority or greater consent of the Voting
      Units, as reflected in the minutes of any Company meeting, and following a
      thirty (30) day period during which the Voting Members shall work in good faith
      to overcome the disagreement, any Member holding at least 10% of the Voting
      Units (the “Offeror Member") may offer to purchase in whole (and not in part)
      the Company Interests of the other Members (the "Offeree Members") for a price
      determined pursuant to the conditions and procedures herein
      specified.

    


    
      
         

      

      
        15

        
          

        

      

      
         

      

    

    (b) Procedure
      to Invoke Buy Sell.
      The
      Offeror Member shall commence the buy-sell procedure hereunder by giving written
      notice to the Offeree Member (the "Offer Notice"). The Offer Notice shall
      specify an amount that the Offeror Member, in its sole discretion, considers
      to
      be the value of the Company Interest of the Offeree Member as of the date of
      the
      Offer Notice (the “Stipulated Value”). The Offer Notice shall also specify (x)
      the amount of all outstanding Member Loans, and (y) any distributions required
      to be made to Members through the anticipated date of sale; the Stipulated
      Value
      less the sum of these two items is hereafter referred to as the "Stipulated
      Amount". The giving of any Offer Notice hereunder shall suspend any requirement
      to distribute dividends for up to ninety (90) days. 

    


    (c) Right
      to Accept Offer; Irrevocable Counteroffer if Declined.
      The
      Offeree Member shall have the right, for a period of ninety (90) days after
      the
      date of the Offer Notice, to accept or decline the Offer Notice by notice in
      writing to the Offeror Member. If the Offeree Member fails to give notice either
      accepting or declining the Offer Notice within such ninety (90) day period,
      then
      such Offeree Member shall be deemed to have accepted the Offer Notice. If the
      Offeree Member declines to accept the Offer Notice within such ninety (90)
      day
      period, then such Offeree Member shall be deemed to have made an irrevocable
      counteroffer to the Offeror Member for the purchase, on the same terms and
      conditions provided for in the Offer Notice, of the whole Offeror Member's
      Company Interest - including the amount of all outstanding Member Loans - and
      the Offeror Member shall be deemed to have accepted such counteroffer, it being
      understood that if the proportional ownership interests and outstanding Member
      Loans of the Offeree Member and the Offeror Member are different, the Stipulated
      Amount shall be considered as correspondingly decreased or increased, as the
      case may be.

    


    (d)
      Formation
      of Agreement.
      The
      written acceptance by the Offeree Member of the Offer Notice (or the failure
      of
      the Offeree Member to act, which is deemed acceptance of the Offer Notice),
      or
      the counteroffer deemed made by the Offeree Member and acceptance thereof deemed
      made by the Offeror Member, as herein specified, shall constitute a binding
      agreement between the Members for the purchase and sale by the purchasing Member
      (the "Purchasing Member") of the Company Interest (and the outstanding amount
      of
      any Member Loan, if any) of the selling Member (the "Selling Member") upon
      the
      terms and conditions herein specified. The purchase price for the Selling
      Members' percentage interest in Company shall be the Stipulated Amount
      (adjusted, as necessary, to reflect the Company Interest actually owned by
      the
      Selling Member). The purchase price, as so determined, shall be paid by wire
      transfer of immediately available funds as directed by the Selling Member within
      (90) days from the agreement in favor of the Purchasing Member of the Company
      Interest of the Selling Member.

    


    
      
         

      

      
        16

        
          

        

      

      
         

      

    

    ARTICLE
      X. DISSOLUTION

    


    10.1 Waiver.
      Each
      Member waives and, to the extent that a Member cannot waive, agrees not to
      exercise any right under the Act or any other law to dissolve the Company,
      except as provided in this Agreement.

    


    10.2 Events
      Causing Dissolution.
      The
      Company shall be dissolved upon the occurrence of the earliest of the following
      events:

    


    a.
      By the
      written consent of all Voting Members;

    


    b.
      Upon
      the occurrence of any other event causing a dissolution under the Act or this
      Agreement.

    


    10.3 Winding
      Up.
      Upon
      the dissolution of the Company, the last remaining Member(s) or, if none, the
      personal representative of the last remaining Member, shall conclude the
      business of the Company, wind up its affairs, distribute its assets in
      liquidation, and file all certificates or notices required by the Act to
      evidence such dissolution, liquidation and termination. Except as otherwise
      expressly provided for in the Act, all decisions pertaining to the dissolution
      of the Company shall be made in the same manner as decisions made in the
      ordinary course of the Company's business.

    


    10.4 Final
      Accounting; Deficit Capital Accounts.
      Upon
      the dissolution of the Company, a final accounting shall be made of the capital
      account of each Member, adjusted up or down to reflect each Member's
      proportionate share of the Company's net profit or net loss from the time of
      the
      last previous accounting to the date of the dissolution. In the event a Member
      has a deficit balance in his capital account at the time of the dissolution
      of
      the Company, that Member shall be required to contribute sufficient capital
      to
      the Company within thirty (30) days of the date of the dissolution of the
      Company to eliminate the deficit balance in his capital account.

    


    10.5
       Priority
      of Distributions.
      Distributions in liquidation of the Company shall be made in the following
      order:

    


    a.
      First,
      those owing to creditors of the Company, including Members who are creditors
      of
      the Company;

    


    b.
      Second, those owing to the Members other than for capital and
      profits;

    


    c.
      Third,
      those owing to the Members in respect of capital in proportion to their Company
      Interest; and

    


    
      
         

      

      
        17

        
          

        

      

      
         

      

    

    d.
      Fourth, those owing to the Members in respect of profits in proportion to their
      Company Interest.

    


    10.6 Payment
      of Claims.
      Upon
      the dissolution of the Company, the Company shall pay or make reasonable
      provisions to pay all claims and obligations of the Company, including all
      contingent, conditional or unmatured claims and obligations, known to the
      Company and all claims and obligations which are known to the Company, but
      for
      which the identity of the claimant is unknown. If the Company has sufficient
      assets, such claims and obligations shall be paid in full and any such provision
      for payment made shall be made in full. If there are insufficient assets, such
      claims and obligations shall be paid or provided for according to their priority
      and, among claims and obligations of equal priority, ratably to the extent
      of
      the assets available therefore. Any remaining Company assets shall be
      distributed as provided in SubArticle 10.5 of this Agreement.

    


    10.7 Distributions
      in Kind.
      No
      Member may demand or receive property other than cash in return for his
      contributions, loans or advances to the Company or upon distribution or
      dissolution from the Company as provided herein; provided, however, that in
      the
      event that all of the Members at the time of dissolution so determine, it shall
      not be necessary to liquidate all of the property of the Company; but the
      property which shall not be required to be liquidated to satisfy the categories
      of distribution described in SubArticle 10.5 of this Agreement may be
      distributed in kind, including, but not limited to, undivided interests in
      such
      property, whether or not like property is distributed to each
      Member.

    


    ARTICLE
      XI. GENERAL PROVISIONS

    


    11.1 Notices.
      All
      notices, claims, instructions, requests, demands, consents, or other
      communications which are required or permitted under this Agreement shall be
      in
      writing and shall be deemed to have been properly given if and when sent by
      facsimile or first class United States mail, registered or certified, postage
      prepaid, return receipt requested, addressed as follows:

    


    If
      to
      the Company to:

    


    Wind
      Mill
      Oil & Gas, LLC

    Attn:
      President

    Portofino
      Towers, Suite 1004

    300
      South
      Pointe Drive

    Miami
      Beach, FL 33139-7353

    Facsimile
      No.: 

    


    
      
         

      

      
        18

        
          

        

      

      
         

      

    

    If
      to
      Wind City Oil & Gas, LLC to:

     

    Wind
      City
      Oil & Gas, LLC

    Attn:
      President

    Portofino
      Towers, Apt 1004

    300
      South
      Pointe Drive

    Miami
      Beach, FL 33139-7353

    Facsimile
      No.: 

    


    with
      a
      copy to:

     

    Peter
      A.
      Gish, Esq.

    37
      Rayton
      Road

    Hanover,
      NH 03755

    Facsimile
      No.: (603) 643-2835

    


    If
      to
      Miller Petroleum, Inc.

    


    Miller
      Petroleum, Inc.

    3651
      Baker Highway

    Huntsville,
      TN 37756

    Attn:
      Deloy Miller, Chief Executive Officer

    


    Facsimile
      No.: 

    


    with
      a
      copy to:

    


    Snow
      Becker Krauss P.C.

    605
      Third
      Avenue

    New
      York,
      NY 10158

    Attention:
      Jack Becker, Esq.

    Facsimile
      No.: 212-949-7052

    


    or
      to
      such other address or facsimile number as the person to whom notice is to be
      given may give notice in the manner set forth above.

    


    11.2 Enforceability.
      The
      parties agree that the provisions of this Agreement shall be enforced to the
      fullest extent permissible under the laws and public policies applied in each
      jurisdiction in which enforcement is sought. Accordingly, if any particular
      provisions of this Agreement shall be adjudicated to be invalid, illegal or
      unenforceable, such provision of this Agreement shall be deemed amended to
      delete therefrom the portion thus adjudicated to be invalid, illegal or
      unenforceable, such deletion to apply only with respect to the operation of
      such
      provision of this Agreement in the particular jurisdiction in which such
      adjudication is made.

    


    
      
         

      

      
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    11.3 Descriptive
      Headings.
      The
      descriptive headings of the SubArticles of this Agreement are inserted for
      convenience of reference only and shall not control or affect in any way the
      meaning, construction, or interpretation of this Agreement.

    


    11.4 Governing
      Law.
      This
      Agreement has been executed in the State of Delaware and shall be governed
      by,
      and construed, interpreted and enforced in accordance with, the laws of the
      State of Delaware in all respects.

    


    11.5 Binding
      Effect.
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective heirs, executors, administrators, personal representatives,
      successors and permitted assigns.

    


    11.6 Entire
      Agreement.
      This
      Agreement contains the entire agreement between the parties hereto with respect
      to the subject matter hereof and supersedes all prior agreements or
      understandings among the parties hereto with respect thereto. No representation,
      condition or understanding not expressed herein shall be binding upon the
      parties, unless subsequent to the date hereto and signed by all of the parties
      hereto. This Agreement may not be amended or modified except by a written
      instrument signed by a majority in interest of the Members.

    


    11.7 Waiver
      of Breach.
      The
      waiver by any party hereto of a breach of any provision of this Agreement by
      another party hereto must be in writing and shall not operate or be construed
      as
      a waiver of any subsequent breach by such other party.

     

    11.8 Authorship.
      No
      questions of interpretation or construction concerning this Agreement shall
      be
      construed or interpreted for or against any party based on the consideration
      of
      authorship.

    


    11.9 Time
      of the Essence.
      Time is
      of the essence of this Agreement.

    


    11.10 Gender.
      When
      used in this Agreement, singular terms include the plural as appropriate in
      the
      context, and masculine terms include the feminine and neuter genders as
      appropriate in the context, as executed, shall constitute one Agreement, binding
      on all the parties hereto, not

    


    11.11
       Agreement
      in Counterparts.
      This
      Agreement may be executed in several counterparts and withstanding that all
      the
      parties are not signatory to the original or the same counterpart.

    


    11.12  Arbitration.
      All
      disputes, claims, or controversies arising out of or relating to (i) this
      Agreement or the negotiation, validity or performance hereunder, and/or (ii)
      the
      transactions contemplated hereby, and/or (iii) the rights and obligations of
      the
      Members or the Company set forth herein, that are not resolved by mutual
      agreement shall be resolved solely and exclusively by binding arbitration by
      a
      single arbitrator to be conducted in accordance with the rules of the American
      Arbitration Association applicable in the State of Tennessee. Any such
      arbitration shall be held in Knoxville, Tennessee or other location agreed
      to by
      all Members. The parties shall bear their own attorneys' fees, costs and
      expenses in connection with the arbitration. The parties will share equally
      in
      the fees and expenses charged by the arbitrator. The provisions of this Section
      shall be enforceable in any court of competent jurisdiction. 

    


    
      
         

      

      
        20

        
          

        

      

      
         

      

    

    


    11.13
       Tax
      Status.
      The
      parties to this Agreement intend that the Company shall be classified as a
      partnership for federal, and to the extent applicable, state and local, income
      tax purposes, and the parties agree that the provisions of this Agreement shall
      be construed and applied in a manner that will not impair the qualification
      of
      the Company as such form of entity under the applicable provisions of the
      Internal Revenue Code, or to the extent applicable, the laws of any state or
      local tax authorities.

    


    11.14 Good
      Faith.
      The
      parties shall act in good faith in all matters arising out of or in connection
      with this Agreement. 

    


    IN
      WITNESS WHEREOF, the parties hereto have signed, sealed and delivered this
      Agreement effective as of the ____ day of December, 2005.

     

    
      	 	
              On
                Behalf of Wind Mill Oil & Gas, LLC

              


              By: ________________________

              Brian
                Caffyn, Its President 

              


              


              On
                Behalf of Wind City Oil & Gas, LLC

              


              By: ________________________

              Brian
                E. Caffyn, Its President

               

              


              On
                Behalf of Miller Petroleum, Inc.

               

              By: ________________________

            


    

    
       

      
         

      

      
        21

        
          

        

      

      
         

      

    

     

    Exhibit
      A

    


    Miller
      Land and other Rights Contributed 

    


    MP
      shall
      contribute the following assets which shall constitute its Capital Contribution
      for purposes of Section 3.2:

    


    
      	1)	
              Koppers
                North 

            


    

    
      	2)	
              Koppers
                South

            


    

    
      	3)	
              Lindsay

            


    

    
      	
              4)

            	
              Tennessee
                Water Resources Authority lands of approximately 3,000 acres adjoining
                Lindsay (“TWRA”), once acquired by Miller. The Parties agree and
                understand that MP is and will continue to use commercially reasonable
                efforts to secure drilling rights over TWRA by December 31, 2006.
                

            


    

    
      	5)	
              Lake
                City 

            


    

    
      	6)	
              Harriman

            


    

    
      	7)	
              Hodnett#1
                (Braxoria County, Texas)

            


    

    


    MP
      undertakes to present to the Company in reasonable detail additional oil and
      gas
      development opportunities (the “New Drilling Ventures”) as they are discovered
      by MP for a period of three (3) years from the Effective Date (the “Exclusivity
      Period”). In the event that the Company decides not to pursue any New Drilling
      Venture, as determined by a majority in interest of the Voting Members, then
      MP
      agrees not to independently pursue any such New Drilling Venture during the
      Exclusivity Period, provided that,
      WC may
      elect, in its discretion, to permit MP to so independently pursue any such
      New
      Drilling Venture during the Exclusivity Period, upon written notice from MP
      requesting the same. In the event that WC permits MP to so pursue any such
      New
      Drilling Venture, and the property in respect thereof is a property that was
      contributed to the Company by MP pursuant to this Agreement, such property
      shall
      immediately be reassigned to MP at no cost to MP. In the event that WC does
      not
      permit MP to so pursue any such New Drilling Venture, and MP provides evidence
      to WC reasonably satisfactory to WC that such New Drilling Venture will provide
      returns to the Company of not less than fifteen percent (15%) per annum, MP
      shall have the absolute right, in its sole discretion, to cause, upon written
      notice to the Company, a reassignment to MP (the “Reassignment”) of all
      properties set forth in this Exhibit A that have not otherwise been subject
      to
      drilling and development by the parties pursuant to this Agreement (the
“Reassigned Properties”), for no consideration other than a return of a
      proportionate amount of MP’s capital contribution in the Company in respect of
      the value of the Reassigned Properties. Failure to comply with this paragraph
      by
      MP or WC shall be deemed a breach of Section 5.1 of the Agreement.

    


    
      
         

      

      
        22

        
          

        

      

      
         

      

    


    Exhibit
      B

    


    Management
      Services Agreement

    


    Wind
      Mill
      Oil & Gas, LLC (“WM”) and Wind City Oil & Gas Management, LLC (“WCOG”)
      wish to set forth the terms under which WCOG will provide management services
      (“Services”) to WM in connection with the exploration and production of various
      oil and gas wells to be located in Tennessee and surrounding states
      (individually a “Well” and collectively the “Wells”).

    


    
      	
              A.

            	
              The
                work to be performed by WCOG for WM will consist of various tasks
                associated with the exploration, development, financing, drilling,
                and
                operation of the Wells, as directed by WM from time to time. In performing
                its obligations hereunder, WCOG is expressly authorized to hire such
                additional contractors and/or subcontractors which it deems reasonably
                necessary to perform the Services. 

            


    

    


    
      	
              B.

            	
              Fees
                for Services to be paid to WCOG and personnel hereunder will be the
                rates
                as set forth in paragraph C below. The amounts payable may be increased
                annually (on each January 1) to reflect increases in the base salary
                of
                affected personnel. The parties agree that additional personnel may
                be
                added as they are required and rates would follow the same formula
                set
                forth below. 

            


    

    


    
      	C.	
              Rates
                for WCOG personnel:

            


    

     

    
      	 	·	Senior Consultant (Brian
              E.
              Caffyn; Peter A. Gish):	$ Base Salary x 1.4
	 	·	Finance Consultant (Guillermo
              Espiga):	$ Base Salary x 1.4
	 	·	Exploration Consultant
              (Pat
              Imbrogno):	$ Base Salary x 1.4
	 	·	Technical Consultant
              (t/b/d):	$ Base Salary x 1.4
	 	·	Administrative Support
              (various
              staff):	$ Base Salary x
              1.4


    

    


    
      	
              D.
                

            	
              WCOG
                shall invoice WM at least quarterly for services rendered hereunder,
                broken down for each individual on an hourly basis. Reasonable documented
                out of pocket expenses incurred in connection with the Services,
                including
                fees charged by third party contractors, shall be reimbursed at cost.
                Amounts not otherwise paid in a timely fashion shall accrue interest
                at
                the rate of 1.5% per month. WM may advance moneys to WCOG from time
                to
                time to cover the cost of the Services.


            


    

    


    
      	E.	
              WCOG
                shall be entitled to receive as a performance bonus hereunder ten
                percent
                (10%) of the annual management profit generated by WM (the “WCOG
                Performance Bonus”). For purposes of this paragraph, the term “management
                profit” shall mean cash flow generated from an individual investment which
                may be a group of wells or group of investments, as determined by
                the
                Managing Member in its sole discretion, after repayment of debt and
                equity
                related to the investment but before the reinvestment of such cash
                flow
                towards future investments. The parties agree that the initial grouping
                of
                wells will be those wells which are drilled with the initial $10,000,000
                of capital (inclusive of personnel and overhead costs to realized
                such
                wells, but excluding operating costs to such wells. The WCOG Performance
                Bonus shall be paid within thirty (30) days of the end of any calendar
                year.

            


    

    


    
      	F.	
              This
                Agreement shall remain in effect for an initial period of one (1)
                year
                from the date hereof, and shall automatically renew for additional
                one (1)
                year periods unless terminated by the Parties in
                writing.

            


    

    


    G.
      

    


    
      
         

      

      
        23

        
          

        

      

      
         

      

    

    Agreed
      and accepted this 23rd day of December, 2005.

     

     

    
      	
              Wind Mill Oil & Gas, LLC
                
                 

                 
By:
                _____________________________

              
                 

                Its:
                  _____________________________

              

            	
              Wind
                City Oil & Gas Management, LLC

              
                 

                 

              

              By:
                _____________________________

               

              Its:
                _____________________________

            


    

    


    
      
         

      

      
        24

        
          

        

      

      
         

      

    

     

    Wind
      City
      Oil & Gas Management, LLC Salaries

    


    Brian
      E.
      Caffyn

    Peter
      A.
      Gish

    Guillermo
      Espiga

    Pat
      Imbrogno

    [     ]

    [     ]

    
      
         

      

      
        25

        
          

        

      

      
         

      

    


    Exhibit
      C

    


    EXPLORATION, DRILLING
      AND O&M SERVICES AGREEMENT

    


    This
      Exploration, Drilling and O&M Services Agreement is entered into this 23rd
      day of December, 2005 (“Agreement”), by and between Wind City Oil & Gas
      Management, LLC, a Delaware limited liability company with a place of business
      c/o Wind Management, LLC, 100 Wells Ave., Suite 201, Newton, MA 02459 (“WCOG”)
      and Miller Petroleum, Inc., 3651 Baker Highway, PO Box 130, Huntsville, TN
      37756
      (“Consultant”) (each of WCOG and Consultant being referred to individually as a
“Party” and collectively as the “Parties”). 

    


    WHEREAS,
      WCOG is engaged in business of managing the exploration, development and
      exploitation of oil and gas wells in Tennessee and the surrounding region
      (individually a “Well” and collectively the “Wells”); and 

    


    WHEREAS,
      WCOG desires to hire Consultant to provide services in connection with the
      exploration, development and exploitation of the Wells, as more particularly
      set
      forth in Exhibit
      A,
      attached hereto and made a part hereof; and 

    


    WHEREAS,
      Consultant desires to be retained on the terms set forth in this
      Agreement.

    


    NOW
      THEREFORE, in consideration of the promises and premises herein contained,
      and
      for other good and valuable consideration, the receipt and sufficiency of which
      is hereby acknowledged, the Parties, intending to be legally bound, agree as
      follows: 

    


    Section
      1: Services
      by Consultant

    


    
      	
              1.1

            	
              Scope
                of Services; Standard of
                Care

            


    

    


    Consultant
      will perform the services described in this Agreement and in any work release
      documents or change orders which are issued under this Agreement and signed
      by
      both parties. In performing the services, Consultant will exercise the degree
      of
      care and skill ordinarily exercised by reputable companies performing the same
      or similar services in the same geographic area. Consultant will not have any
      obligation to perform services not expressly described in this Agreement or
      in
      work release documents or change orders signed by Consultant.

    


    
      	
              1.2

            	
              Estimates

            


    

    


    Any
      opinions of probable construction or implementation costs, financial
      evaluations, feasibility studies or economic analyses prepared by Consultant
      will represent its best judgment based on its experience and available
      information. 

    


    
      
         

      

      
        26

        
          

        

      

      
         

      

    

    Section
      2: Confidentiality

    


    
      	2.1	
              Confidentiality

            


    

    


    The
      Parties acknowledge that all information provided by WCOG (hereinafter the
      “Disclosing Party”) to Consultant (the “Receiving Party”), including, without
      limitation, information related to development strategies, financing plans,
      financial pro-formas and financial offering memoranda (collectively the
“Confidential Information”) is confidential and proprietary to the Disclosing
      Party and the Receiving Party hereby agrees and undertakes not to disclose
      the
      Confidential Information to any third Party or to otherwise use the Confidential
      Information in any manner which is contrary to this Agreement or the interests
      of the Disclosing Party. In the event of a breach of this Section 2.1, in
      addition to any and all remedies available at law, the Disclosing Party shall
      be
      entitled to obtain an injunction, temporary restraining order and/or other
      equitable relief against the Receiving Party. The obligation contained in this
      Section 2.1 shall
      be
      in effect until the Company puts back the assets listed in Exhibit A and for
      a
      period of two (2) years thereafter, provided that there shall be no ongoing
      confidentiality restrictions relative to the properties originally contributed
      by Consultant to Wind Mill Oil & Gas, LLC. It
      is
      expressly agreed and understood that the obligations contained in this Section
      2.1 shall extend to Consultant’s associates, partners, parent, subsidiary and
      affiliate companies, and each of their respective officers, directors,
      shareholders, employees, agents and assigns. 

    


    
      	2.2	
              Documents

            


    

    


    All
      reports, notes, calculations, data, drawings, estimates, specifications and
      other documents and computerized materials prepared by Consultant for WCOG
      are
      instruments of WCOG and shall remain WCOG’s property. Documents or computerized
      materials provided to WCOG are for WCOG’s use only.

    


    Section
      3: Changes,
      Delays, Excused Performance

    


    
      	
              3.1

            	
              Changes

            


    

    


    Unless
      this Agreement expressly provides otherwise, Consultant’s proposed compensation
      represents its best estimate, taking into account the costs, effort and time
      it
      expects to expend in performing the services as it currently understands them
      to
      be, based on its reasonable assumption of the conditions and circumstances
      under
      which the services will be performed. As the services are performed, conditions
      may change or circumstances outside Consultant reasonable control (including
      changes of law) may develop which would require Consultant to expend additional
      costs, effort or time to complete the services, in which case Consultant will
      notify WCOG and the Parties shall agree an equitable adjustment to Consultant’s
      estimated compensation and the time for performance. In the event conditions
      or
      circumstances require the services to be suspended or terminated, Consultant
      shall be compensated for services previously performed and for costs reasonably
      incurred and documented prior to and through the date of suspension or
      termination.

    


    
      
         

      

      
        27

        
          

        

      

      
         

      

    

    
      	
              3.2

            	
              Force
                Majeure

            


    

    


    Neither
      Party shall not be responsible for any delay or failure of performance caused
      by
      fire or other casualty, labor dispute, government or military action,
      transportation delay, inclement weather, Act of God, failure of any government
      authority timely to review or to approve the services or to grant permits or
      approvals, or any other cause beyond either Party’s reasonable
      control.

    


    Section
      4: Compensation

    


    
      	
              4.1

            	
              Rates

            


    

    


    Unless
      otherwise agreed in writing, Consultant shall be compensated for its services
      in
      accordance with the scope of work and budget attached hereto as Exhibit
      B.
      It is
      expressly agreed and understood that the rates include personnel as well as
      agreed contract rates for certain specified construction activities and/or
      services. 

    


    During
      the term of this Agreement, Consultant shall be entitled to a performance bonus
      which will be a portion of the WCOG Performance Bonus as that term is defined
      in
      the Consulting Services Agreement between WCOG and Wind Mill Oil & Gas, LLC
      dated on or about today’s date (the “Consultant Performance Bonus”). The
      availability of the Consultant Performance Bonus is expressly conditioned upon
      Consultant’s performance of services hereunder. The amount of such bonus will be
      set at the discretion of WCOG. The Parties expressly agree and understand that
      over time the Consultant Performance Bonus may to be reduced to
      zero.

     

    
      	
              4.2

            	
              Invoices

            


    

    


    Consultant
      shall invoice WCOG on at least a quarterly basis. Invoices are due and payable
      within 30 days of receipt. Travel and project related expenses to be reimbursed
      must be fully documented. If WCOG disagrees with any portion of an invoice,
      it
      shall notify Consultant in writing of the amount in dispute and the reason
      for
      its disagreement within 21 days of receipt of the invoice, and shall pay the
      portion not in dispute. Amounts
      not otherwise paid in a timely fashion shall accrue interest at the rate of
      1.5%
      per month

    


    
      	
              4.3

            	
              Taxes,
                Insurance, Etc.

            


    

    


    Unless
      expressly agreed in writing, Consultant fees include any taxes, excises, fees,
      duties or other government charges related to the goods or services provided
      under this Agreement. Consultant shall be responsible for procuring and
      maintaining general liability, health and other insurance as is appropriate
      and
      necessary for the work to be performed by employees, consultants and agents
      of
      Consultant hereunder. Consultant shall provide WCOG with a certificate of
      insurance evidencing the above referenced coverages upon request. 

    


    
      
         

      

      
        28

        
          

        

      

      
         

      

    

    Section
      5: Dispute
      Resolution and Allocation of Risk

    


    
      	
              5.1

            	
              Disputes

            


    

    


     All
      disputes, claims, or controversies arising out of or relating to (i) this
      Agreement or the negotiation, validity or performance hereunder, and/or (ii)
      the
      transactions contemplated hereby, and/or (iii) the rights and obligations of
      the
      Members or the Company set forth herein, that are not resolved by mutual
      agreement shall be resolved solely and exclusively by binding arbitration by
      a
      single arbitrator to be conducted in accordance with the rules of the American
      Arbitration Association applicable in the State of Tennessee. Any such
      arbitration shall be held in Knoxville, Tennessee or other location agreed
      to by
      all parties. The parties shall bear their own attorneys' fees, costs and
      expenses in connection with the arbitration. The parties will share equally
      in
      the fees and expenses charged by the arbitrator. The provisions of this Section
      shall be enforceable in any court of competent jurisdiction.

    


    
      	
              5.2

            	
              Limitation
                of Liability

            


    

    


    Consultant
      liability for any and all claims arising out this Agreement or out of any goods
      or services furnished under this Agreement, whether based in contract,
      negligence, strict liability, agency, warranty, trespass, or any other theory
      of
      liability, shall be limited to the total compensation received by Consultant
      from WCOG under this Agreement. In no event shall Consultant be liable for
      special, indirect, incidental or consequential damages, including commercial
      loss, loss of use, or lost profits, even if Consultant has been advised of
      the
      possibility of such damages.

    


    Section
      6: Miscellaneous
      Provisions

    


    
      	
              6.1

            	
              Assignment,
                Etc.

            


    

    


    Neither
      party may assign or transfer any rights or obligations under this Agreement
      to a
      third party without the express written consent of the other party. Either
      party
      may assign its rights, title and interests under this Agreement to any affiliate
      or subsidiary of that party upon notice to the other party. The relationship
      between WCOG and Consultant is that of independent contracting parties, and
      nothing in this Agreement or the parties’ conduct shall be construed to create a
      relationship of agency, partnership or joint venture. 

    


    
      
         

      

      
        29

        
          

        

      

      
         

      

    

    
      	
              6.2

            	
              Governing
                Law

            


    

    


    This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Delaware without regard to its principles of conflict or choice of
      laws.

    


    
      	
              6.3

            	
              Entire
                Agreement, Etc.

            


    

    


    This
      Agreement constitutes the entire agreement between the parties, and supersedes
      all prior agreements. Any amendments to this Agreement shall be in writing
      and
      signed by both parties.

    


    
      	6.4	
              Term
                & Termination

            


    

    


    This
      Agreement shall continue in full force and effect for a period of three (3)
      years from the date hereof (hereinafter an “Anniversary Date”) and shall
      automatically renew for additional one (1) year periods unless terminated by
      the
      parties in writing. Notwithstanding the above, WCOG shall have the option to
      terminate this Agreement upon thirty (30) days advance written notice to
      Consultant for material breach of this Agreement, which breach has not been
      cured by Consultant within thirty (30) days from receipt of written notice
      by
      WCOG, 

    


    IN
      WITNESS WHEREOF, the Parties have executed this Agreement as of the day and
      date
      first written above.

    
       

      
        	
                Wind City Oil & Gas Management, LLC
                  
                   
By:
                  _____________________________

                
                  Its:
                    _____________________________

                

              	
                Miller
                  Petroleum, Inc.

                 

                By:
                  _____________________________

                Its:
                  _____________________________

              


      

       

      
        
           

        

        
          30

          
            

          

        

        
           

        

         

      

    

    EXHIBIT
      A

    


    
      	1)	
              Koppers
                North 

            


    

    
      	2)	
              Koppers
                South

            


    

    
      	3)	
              Lindsay

            


    

    
      	
              4)

            	
              Tennessee
                Water Resources Authority lands of approximately 3,000 acres adjoining
                Lindsay (“TWRA”) to be obtained by Miller. The Parties agree and
                understand that MP is and will continue to use commercially reasonable
                efforts to secure drilling rights over TWRA by December 31, 2006.
                

            


    

    
      	5)	
              Lake
                City 

            


    

    
      	6)	
              Harriman

            


    

    
      	7)	
              Hodnett#1
                (Braxoria County, Texas)

            


    

    


    The
      attached map marked as Exhibit
      A1
      represents the individual wells intended by the parties to be covered under
      this
      Agreement.

     

    
      
         

      

      
        31

        
          

        

      

      
         

      

    

    


    EXHIBIT
      B

    


    Scope
      of Work and Fees

    


    The
      work
      to be performed by MP for WCOG will consist of various tasks associated with
      the
      exploration, procurement, permitting, drilling, and operation of the Wells,
      as
      directed by WCOG from time to time. In performing its obligations hereunder,
      MP
      may hire such additional contractors and/or subcontractors which it deems
      reasonably necessary to perform the services, provided same have been approved
      in advance in writing by WCOG. 

    


    Fees
      for
      services to be paid to MP and personnel hereunder will be the rates as set
      forth
      in below. The amounts payable may be increased annually (on each January 1)
      to
      reflect increases in the base salary of affected personnel. The parties agree
      that additional personnel may be added as they are required and rates would
      follow the same formula set forth below. Amounts not otherwise paid in a timely
      fashion shall accrue interest at the rate of 1.5% per month

    


    Rates
      for
      MP personnel:

    
       

      
        	 	·	Senior Consultant (Deloit
                Miller,
                Ernie Payne, Scott Boruff):	$ Base Salary x 1.4
	 	·	Land Manager (David
                Wright):	$ Base Salary x 1.4
	 	·	Land Leases (Billy Keck)	$ Base Salary x 1.4
	 	·	Drilling Manager ( Johnny
                Miller):
                	$ Base Salary x 1.4
	 	·	VP Geology (Dr. Gary
                Bible):	$ Base Salary x 1.4
	 	·	Administrative Support
                (Teresa
                Cotton, Shanna Garrett):	 


      

    

     

    Personnel
      shall be required to keep track of their time on a monthly basis and any invoice
      submitted to WCOG for payment shall include the hours of all personnel whose
      services are being billed under this Agreement.

     

    Equipment
      owned by MP will be billed to WCOG at the following rates: 

    


    Workover
      Rig:
      $110.00
      / hour to include labor, fuel, tools, etc. to operate rig for normal
      operations

    


    Dozer:
      $85.00
      / hour

    


    80
      bbl
Vacuum
      Truck:
      $85.00
      / hour

    


    
      
         

      

      
        32

        
          

        

      

      
         

      

    

    Backhoe:
      $65.00
      / hour

    


    Tandem
      axle Winch
      Truck
      with
      Oilfield Trailer or Lowboy: $75.00 / hour

    


    Tandem
      axle Flat
      Bed Truck:
      $55.00
      / hour

    


    Frac
      Tank:
      $500.00
      / well

    


    Pickup
      Truck:
      $50.00
      / day

    


    Welder
      with
      man: $60.00 / hour

    


    Pipeline
      Fusing
      Equipment:
      $50.00
      / day

    


    Labor:
      $35.00
      / hour

    


    
      
         

      

      
        33

        
          

        

      

      
         

      

    


    Miller
      Petroleum Employee Salaries

    


    


    Deloy
      Miller

    Ernie
      Payne

    Scott
      Boruff

    David
      Wright 

    Billy
      Keck

    Johnny
      Miller

    Dr.
      Gary
      Bible

    Teresa
      Cotton

    Shanna
      Garrett

     

    
      
         

      

      
        34