JOINT VALUE ENHANCEMENT AGREEMENT

                                  BY AND AMONG

                       INFINITY OIL & GAS OF WYOMING, INC.

                                       AND

                         RED OAK CAPITAL MANAGEMENT, LP

                                       AND

                       SCHLUMBERGER TECHNOLOGY CORPORATION

                                      DATED

                                DECEMBER 3, 2003


                            SUBLETTE COUNTY, WYOMING


*    Certain  material  marked with an asterisk on p. 9 and 10 of this Agreement
     has  been  omitted  pursuant  to a request for confidential treatment. This
     Agreement,  with  the  omitted material included, has been filed separately
     with  the  Commission.
<PAGE>
                                TABLE OF CONTENTS
                                -----------------

1.      DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1

2.      THE PROJECT WELLS. . . . . . . . . . . . . . . . . . . . . . . . . .   4

3.      PROJECT GOVERNANCE . . . . . . . . . . . . . . . . . . . . . . . . .   6

4.      THE SERVICES . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8

5.      SERVICE PARTY COMPENSATION . . . . . . . . . . . . . . . . . . . . .  10

6.      OPERATION OF THE PROJECT WELLS . . . . . . . . . . . . . . . . . . .  12

7.      EARLY BUYOUT OR DISPOSAL . . . . . . . . . . . . . . . . . . . . . .  14

8.      TERM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15

9.      GENERAL TERMS AND CONDITIONS . . . . . . . . . . . . . . . . . . . .  16

10.     CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY . . . . . . . . .  16

11.     NOTICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19

12.     MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . . . .  20

13.     SEVERABILITY; SAVINGS CLAUSE . . . . . . . . . . . . . . . . . . . .  22

14.     WARRANTIES/DISCLAIMERS . . . . . . . . . . . . . . . . . . . . . . .  22

15.     FORCE MAJEURE. . . . . . . . . . . . . . . . . . . . . . . . . . . .  23

16.     RELATIONSHIP OF THE PARTIES. . . . . . . . . . . . . . . . . . . . .  23

17.     CAPACITY OF IOGW . . . . . . . . . . . . . . . . . . . . . . . . . .  24

18.     REASONABLENESS . . . . . . . . . . . . . . . . . . . . . . . . . . .  24

19.     CONFLICTS OF INTEREST. . . . . . . . . . . . . . . . . . . . . . . .  24

20.     CORPORATE POWER AND AUTHORITY. . . . . . . . . . . . . . . . . . . .  24

21.     GOVERNMENT APPROVALS . . . . . . . . . . . . . . . . . . . . . . . .  25

22.     PUBLIC ANNOUNCEMENTS . . . . . . . . . . . . . . . . . . . . . . . .  25

23.     MODIFICATION OF EXHIBITS . . . . . . . . . . . . . . . . . . . . . .  25

24.     NO LIABILITY; INDEMNITY. . . . . . . . . . . . . . . . . . . . . . .  25


                                        i
<PAGE>
25.     COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27

EXHIBITS

Exhibit A     Contract Area
Exhibit B     Project Governance
Exhibit C     Master Services Agreement
Exhibit D     Engagement Letter
Exhibit E     Computations
Exhibit F     Financial Accounting Procedures
Exhibit G     Form of IOGW Collateral Documents
Exhibit H     COPAS Form
Exhibit I     Well Costs Excluding Completion Costs


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<PAGE>
                        JOINT VALUE ENHANCEMENT AGREEMENT
                        ---------------------------------


This  JOINT  VALUE  ENHANCEMENT AGREEMENT (the "Agreement") is entered into this
3rd  day of December, 2003, by, between and among Infinity Oil & Gas of Wyoming,
Inc.  ("IOGW"), a Wyoming corporation; Red Oak Capital Management LP, a Delaware
corporation  ("Red  Oak");  and  Schlumberger  Technology  Corporation,  a Texas
corporation ("Schlumberger"). Red Oak and Schlumberger may be referred to herein
individually  as  a  "Service  Party" and collectively as the "Service Parties."

WHEREAS,  the  Parties  desire to work together to align their common commercial
objectives  for  the purpose of increasing the hydrocarbon potential from IOGW's
current  and/or  future  oil  and  gas  interests in certain properties owned or
operated  by  IOGW  located  in  Sublette  County,  Wyoming as more particularly
described  in  Exhibit  A  attached  hereto  ("Contract  Area");

WHEREAS,  the  Parties  have  the  stated  preference of working with each other
within a contractual and operational framework (the "Project") based on specific
principles  that  are  intended to align their common commercial objectives in a
manner  that  will  encourage  the  most  efficient use of equipment, personnel,
know-how  and  other  technology;

WHEREAS,  Schlumberger  has  entered  into  or  will enter into a Master Service
Agreement  (defined  below)  with  IOGW  that  sets  out  the specific terms and
conditions  of  the provision of goods and services by Schlumberger to IOGW with
respect  to  the  Contract  Area;

WHEREAS,  Red  Oak  has  entered  into  or  will enter into an Engagement Letter
(defined below) with IOGW that sets out the specific terms and conditions of the
provision of certain capital resources by Red Oak to IOGW for the development of
the  Contract  Area;

WHEREAS,  the  Parties  intend  that  this  Agreement  set  out  and  govern the
relationship  of  the  Parties  with  respect  to  the  Contract  Area;  and

WHEREAS,  the  Parties  desire to state the terms and conditions under which the
activities  described  in  this  Agreement  will  be  conducted by each of them.

NOW,  THEREFORE,  in  consideration  of  the  mutual  promises,  conditions  and
agreements  herein  contained,  the sufficiency of which is hereby acknowledged,
the  Parties  agree  as  follows:

1.   DEFINITIONS
     -----------

     For purposes of this Agreement, including the Exhibits, except as otherwise
     expressly  provided  or  unless  the  context  otherwise  requires,  the
     terms-defined in this Article have the meanings assigned to them herein and
     the  capitalized  terms defined elsewhere in this Agreement by inclusion in
     quotation  marks  have  the  meanings  so  ascribed  to  them.

     1.1  "AFE"  means  an Authority for Expenditure prepared for the purpose of
          estimating  the  costs to be incurred in connection with a proposal to
          drill,  deepen, plug back, complete, recomplete, sidetrack or rework a
          Project  Well.


                                        1
<PAGE>
     1.2  "Affiliate"  means,  with  respect  to  any  Person,  any other Person
          controlling or controlled by or under common control with such Person,
          with  the  concept  of control in such context meaning the possession,
          directly  or  indirectly,  of  the  power to direct the management and
          policies  of  another,  whether  by.  ownership  of voting securities,
          contract  or  otherwise. With respect to a corporation, partnership or
          limited  liability  company,  control  is conclusively deemed to exist
          where a Person owns fifty percent (50%) or more of the voting stock in
          such  corporation  or  of  the  voting  interest  as a partner in such
          partnership  or  as  a  member  of  such  limited  liability  company.

     1.3  "Agreement"  means  this Joint Value Enhancement Agreement between and
          among  the Parties, including the Exhibits attached hereto or referred
          to  herein.

     1.4  "Bundle" means a specific group of Project Wells. The Evaluation Wells
          selected  by  Schlumberger  for completion shall be referred to as the
          "First  Bundle".  The First Bundle may include, at Schlumberger's sole
          discretion,  as  few as five (5) or as many as ten (10) Project Wells.
          The  next  ten  (10)  Project  Wells  that  are  completed, whether as
          producers  or  dry holes, shall be referred to as the "Second Bundle",
          and  successive  groups  of  up  to twenty (20) Project Wells that are
          completed,  whether as producers or dry holes, shall be referred to as
          subsequently  numbered  Bundles;  provided,  however,  that if for any
          reason  the full number of Project Wells are not drilled, in the final
          Bundle, then the final Bundle shall consist only of such lesser number
          of  Project  Wells  as  were  actually  commenced.

     1.5  "Business Day" means any day other than a Saturday, a Sunday, or a day
          on  which the United States Postal Service is not scheduled to deliver
          ordinary  first  class  mail.

     1.6  "Deferred  Payment"  means  the  payment due a Service Party under the
          terms  of  this  Agreement in consideration of its provision of Risked
          Services.

     1.7  "Deferred Payment Account" is defined in Article 5.4.

     1.8  "Effective  Date"  means  the  effective date of this Agreement, being
          December  3,  2003.

     1.9  "Engagement Letter" means that certain letter agreement dated December
          3, 2003, entered into between Red Oak Capital Management, LP and IOGW,
          pursuant  to  which  Red  Oak  will,  at  IOGW's  request, arrange for
          financing  for a portion of the services provided on the Project Wells
          within  the  Contract  Area,  a  copy  of  which is attached hereto as
          Exhibit  D.

     1.10 "Evaluation  Wells"  means  the  first  group  of  wells  selected  by
          Schlumberger  from  those  listed  in  Exhibit  I  to be completed, or
          recompleted,  pursuant  to  this  Agreement.  These  wells may also be
          referred  to  as  the  First  Bundle.

     1.11 "Exhibits"  means the exhibits to this Agreement, as such exhibits may
          be  amended  from  time  to  time.


                                        2
<PAGE>
     1.12 "Hydrocarbon  Production" means all crude oil, natural gas, condensate
          and  other  liquid and gaseous hydrocarbons produced from the Contract
          Area.

     1.13 "Master Service Agreement" means, that certain service agreement dated
          December  3,  2003,  entered  into  between  Schlumberger  and  IOGW,
          pursuant'  to  which  Schlumberger will provide Services in connection
          with  the Project Wells, a copy of which is attached hereto as Exhibit
          C.

     1.14 "Month"  means  the period beginning at 7:00 a.m. Mountain time on the
          first  day  of  any  calendar month and ending at the same time on the
          first  day  of  the  next  succeeding  calendar  month.

     1.15 "Negative  Account  Balance"  means,  at any given time, the amount by
          which  the  cumulative  value  of  the Risked Services provided by the
          Service Parties exceeds the cumulative amount of the Deferred Payments
          received  by  the  Service  Parties.

     1.16 "Net  Profits"  for  the  Project  Wells  for any Month shall have the
          meaning  set  forth  in  Exhibit  E  attached  hereto.

     1.17 "IOGW's  Working  Interest" means that portion of the working interest
          ownership  in  a given Project Well, (determined according to industry
          custom  and practice) attributable to IOGW's ownership of the lease on
          which  such  well  is  located or the lease in the pooled, unitized or
          communitized  unit  associated  with  such  well  (including  farm-in
          interests  and  other  related  interests).

     1.18 "Party"  means  IOGW, Red Oak or Schlumberger, individually; "Parties"
          means  IOGW,  Red  Oak  and  Schlumberger,  collectively.

     1.19 "Payout"  means,  with  respect  to each Bundle, that point in time at
          which  the  total  of  the  Deferred  Payments received by the Service
          Parties  is  equal to the Service Parties' Expenditures on the Project
          Wells  in  such  Bundle.

     1.20 "Percentage"  means,  as  to each Service Party and as to each Bundle,
          the  percentage  determined  by  dividing  that  Service  Party's
          Expenditures  on  such  Bundle  by  the  Total  Well  Construction and
          Completion  Costs  attributable  to  that  Bundle. The quantum of each
          Service Party's Percentage shall vary as to a Bundle until all Project
          Wells in that Bundle have been completed, at which time it will become
          a  fixed  percentage  as  to  that  Bundle.

     1.21 "Person"  means  any  individual,  governmental  agency,  corporation,
          partnership,  joint  venture,  trust,  estate,  joint  venture,
          unincorporated  organization,  or  other  entity  or  organization.

     1.22 "Project  Well"  means  a well drilled, completed, reworked; deepened,
          sidetracked  or recompleted under the terms of this Agreement. For the
          avoidance  of  doubt,  each  Evaluation  Well  is  a  Project  Well.

     1.23 "Production  Costs"  shall  have  the  meaning  set forth in Exhibit E
          attached  hereto.


                                        3
<PAGE>
     1.24 "Prudent  Standards"  means  the  standards  of reasonable and prudent
          business judgment and sound oil and gas field practices, in compliance
          with  applicable federal, state and local laws, rules and regulations.

     1.25 "Recompletion  Costs"  shall  have  the meaning set forth in Exhibit E
          attached  hereto.

     1.26 "Risked  Services" means those Services that a Service Party agrees to
          provide in exchange for Deferred Payments in accordance with the terms
          of  this  Agreement.

     1.27 "Representative"  means  a  director,  officer,  supervisor, employee,
          partner, technical consultant, attorney, accountant, lender, financial
          advisor,  marketing  representative  or other consultant or agent of a
          Party.

     1.28 "Service  Party  Expenditures"  means,  as  to each Service Party, the
          cumulative value of the Risked Services provided by such Service Party
          on  a  given  Bundle.

     1.29 "Services"  means  those  products, goods and services supplied by the
          Service  Parties  to  IOGW  as  set  out  in  Articles  4.1  and  4.2.

     1.30 "Third  Party"  means a Person who is not a Party or an Affiliate of a
          Party.

     1.31 "Total  Well  Construction  and  Completion  Costs"  means  the actual
          charges  allocated  to IOGW's Working Interest in the Project Well. in
          connection  with  the  drilling and completing of a Project Well. Such
          costs  shall  include  without limitations all equipment for which one
          hundred percent (100%) of the costs of such equipment are allocable to
          a  single  Project  Well;  provided, however, that no portion of Total
          Well  Construction  and  Completion Costs shall ever duplicate amounts
          that  have been included in the Production Costs or Recompletion Costs
          for  that  same  well.  For  purposes  of  calculating  Schlumberger's
          Percentage  in  the  First  Bundle,  the  Total  Well Construction and
          Completion  Costs  shall  be calculated as the total of Schlumberger's
          Expenditures  and the Well Costs Excluding Completion Costs set out in
          Exhibit  I,  each  attributable  to  the  applicable  Evaluation Well.

     1.32 "Unrisked  Services"  means  the  Services  for which Schlumberger has
          elected  to  receive  payments  under  the terms of the Master Service
          Agreement,  rather  than  Deferred  Payments.

2.   THE  PROJECT  WELLS
     -------------------

     2.1  Overview.  IOGW  and the Service Parties will work together, using the
          --------
          project  governance  principles set forth in Article 3, to develop the
          oil  and  gas resources contained in that portion of the Contract Area
          in  which  IOGW  may  conduct  oil and gas operations, whether through
          ownership  of  oil  and  gas  leasehold  interests  or  through
          communitization,  pooling  or  unitization  agreements.


                                        4
<PAGE>
     2.2  The Evaluation Wells. IOGW and Schlumberger will begin the development
          ---------------------
          of the Contract Area by designing a completion program for five (5) of
          the  ten  (10) wells listed in Exhibit l. Such wells shall be selected
          by  Schlumberger.

     2.3  Operations  on  the  Evaluation  Wells  are  anticipated  to  provide
          sufficient  data  so that the Service Parties may determine whether to
          proceed with further development under the terms of this Agreement. No
          later than April 1, 2004,-each Service Party shall notify IOGW whether
          it  wishes  to proceed under the terms of this Agreement or whether it
          wishes  to  terminate this Agreement' in accordance with Section 8.2.1
          below.  A  Service  Party's  failure  to  provide such notice shall be
          deemed an election by that Service Party to proceed under the terms of
          this  Agreement.

     2.4  Field  Development  Plan.  As  Services are underway on the Evaluation
          ------------------------
          Wells,  the  Technical  Committee  will  begin  to  generate  a  Field
          Development  Plan,  which  will  identify  all  prospective  drilling
          locations  in the Contract Area, the sequence of drilling these wells,
          and  anticipated  drilling and completion protocols for each well. All
          Project  Wells  will  be  drilled and completed in accordance with the
          Field  Development  Plan,  as approved by the Executive Committee from
          time  to  time.

     2.5  Election  to Participate. The Technical Committee shall provide to the
          ------------------------
          Executive Committee its proposed Field Development Plan for the Second
          Bundle  no  later  than  March  1, 2004. The Executive Committee shall
          approve  such  plan, along with any necessary modifications, and shall
          provide  such plan to the Service Parties no later than April 1, 2004.
          The Service Parties shall notify the Executive Committee in writing of
          their  election  to  provide Risked Services for, such Bundle no later
          than  May  1,  2004.  For each subsequent Bundle of Project Wells, the
          following  shall  apply:

          a)   Presentation  of the Field Development Plan for the Bundle to the
               Executive  Committee  no  later  than  December  1  of  the  year
               preceding  the  calendar  year  in which drilling is to commence;

          b)   Approval, with necessary modification, by the Executive Committee
               and  provision  of such plan to the Service Parties no later than
               January  1  of  the  year  in  which drilling is to commence; and

          c)   Notification by the Service Parties to the Executive Committee of
               their  election  to  provide  Risked  Services for such Bundle no
               later  than  February  1  of  the  year  in  which drilling is to
               commence.

     2.6  Project  Coordination  Services.  Schlumberger  agrees, subject to the
          -------------------------------
          direction  of  IOGW  as  operator,  to  provide  project  coordination
          services  ("Project  Coordination  Services")  with  respect  to  the
          Contract  Area  subject  to  and  in accordance with the terms of this
          Agreement.


                                        5
<PAGE>
3.   PROJECT  GOVERNANCE
     -------------------

     3.1  Principles. The Parties will work together in a spirit of openness and
          ----------
          cooperation  in  an effort to achieve efficient Hydrocarbon Production
          from  the  Project  Wells.  A  graphic  illustration  of  the Parties'
          anticipated  responsibilities  appears  in  the  attached  Exhibit  B.

     3.2  IOGW  as  Operator. Based upon existing joint operating agreements and
          ------------------
          leasehold  ownership,  the  Parties  anticipate  that IOGW will be and
          remain  the  operator  of  all  of  the Project Wells. Nothing in this
          Agreement  shall  have  the  effect of modifying or superseding IOGW's
          position  as  operator. It is the stated policy of Schlumberger not to
          take  any  equity  interest  in  the  leases in the Contract Area, the
          production  or reserves associated therewith or other property of IOGW
          in  consideration for providing the Risked Services; instead, the sole
          compensation  to  Schlumberger  for providing Risked Services shall be
          the  Deferred  Payments.

     3.3  Schlumberger  as  Project Well Coordinator. Schlumberger, acting under
          ------------------------------------------
          the  direction  of  IOGW in its capacity as operator, shall coordinate
          and  facilitate  the  effective  collaboration  of  IOGW,  the Service
          Parties  and  any  Third  Party service providers in the supply of the
          proposed products and services for the Project Wells. In consideration
          of  its  performance of these coordination services; Schlumberger will
          earn  a  fee determined by the Executive Committee and included in the
          approved  AFE for each Project Well, the full amount of which shall be
          included as part of Schlumberger's Service Party Expenditures for that
          Project  Well.

     3.4  Executive  Committee.  Promptly  following  the  execution  of  this
          --------------------
          Agreement,  IOGW  and  Schlumberger  shall  establish  an  Executive
          Committee  consisting  of  four (4) members, two (2) of which shall be
          appointed  by  IOGW  from its management and two (2) of which shall be
          appointed  by Schlumberger from its or its Affiliate's management. The
          Executive  Committee shall meet at least once each calendar quarter in
          Denver, Colorado or as otherwise set out herein. Within seven (7) days
          after  the  execution  of  this Agreement, the Parties will exchange a
          list  of  their  respective  appointments,  as  well as any designated
          alternates.

          IOGW shall designate one (1) of its two (2) members as the Chairman of
          the  Executive Committee (the "Chairman"). The Chairman shall schedule
          meetings  of  the Executive Committee, arrange for the preparation and
          distribution  of  notices  as  well  as  an agenda of the meetings and
          preside  and  keep  minutes.  Special  meetings shall be held upon the
          request  of  any two (2) members of the Executive Committee under this
          Agreement. The Chairman shall transmit written notices of all meetings
          to  each  member  at least seven (7) days in advance of the meeting. A
          quorum  for  the conduct of Executive Committee business shall consist
          of  three  (3) members, and such quorum may be by person, by proxy, or
          by  telephone.

          The  Executive  Committee  shall  generally  oversee  all  hydrocarbon
          development  and  production  activities  occurring  pursuant  to this


                                        6
<PAGE>
          Agreement.  Without  limiting  the  generality  of  the foregoing, the
          Executive  Committee  shall  have the authority and responsibility to:

          a.   Appoint  a  committee composed of IOGW and Schlumberger technical
               personnel  ("Technical Committee"), the responsibilities of which
               shall  include,  but  not  be  limited  to,  the  preparation and
               presentation  of  a  plan  for  completing  or  recompleting,  as
               applicable,  the Evaluation Wells and, if the Executive Committee
               elects  to  proceed  with  further  activities,  the  subsequent
               development of the Contract Area ("Field Development Plan"), with
               both  IOGW  and  Schlumberger  earning  a  fee  determined by the
               Executive  Committee  for  their  work on the Technical Committee
               (including  any start-up costs) and included (without duplication
               in subsequent AFEs) in the approved AFE for the next Project Well
               actually drilled, Schlumberger's share of which shall be included
               as  part  of Schlumberger's Service Party's Expenditures for that
               Project  Well  and  IOGW's  share  of  which  shall  simply be an
               accounting  entry  in determining the Total Well Construction and
               Completion  Cost  for  such  Project  Well;

          b.   Approve, with necessary modifications, the Field Development Plan
               for  each  Bundle  of  Project  Wells  as set out in Article 2.4;

          c.   Approve  or  disapprove an AFE for each single operation (whether
               drilling,  completing,  deepening,  plugging  back, recompleting,
               sidetracking  or  reworking)  anticipated to cost more than Fifty
               Thousand  Dollars  ($50,000)  in  connection with a Project Well,
               with the understanding that such operation will not be undertaken
               unless  there  is  an  approved  AFE;

          d.   Attempt  to resolve conflicts between the Parties concerning this
               Agreement  and  the  activities  contemplated  hereby;

          e.   Recommend appropriate actions to optimize the performance of each
               Project  Well  in  accordance with good production practices; and

          f.   Provide IOGW and Schlumberger quarterly reports on the activities
               conducted  pursuant  to  this  Agreement,  the  Service  Parties'
               Expenditures in respect of each Bundle, and a computation of each
               Service  Party's  Percentage  in  respect  of  each  Bundle.

          Matters  requiring  Executive  Committee  action  shall  be decided by
          unanimous vote of the Executive Committee members present at a meeting
          and  voting  in person, by proxy or by telephone. All proxies shall be
          in  writing.  Any  action  permitted  to  be  taken  by  the Executive
          Committee  may  also  be taken without a meeting by means of a written
          consent  to  the  action  signed  by  all  members  of  the  Executive
          Committee.


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<PAGE>
     3.5  Field  Development  Plan  Amendments. From time to time, the Executive
          ------------------------------------
          Committee  will  review  the  proposals  submitted  by  the  Technical
          Committee,  including  the  information and recommendations derived by
          the  Technical  Committee, and will establish a Field Development Plan
          that ultimately will provide for the drilling and completion of all of
          the  Project  Wells.  The  Executive  Committee  shall provide to each
          Service  Party  a copy of the initial Field Development Plan following
          its  adoption  by  the Executive Committee and shall thereafter timely
          inform each Service Party of all amendments and additions to the Field
          Development  Plan.

     3.6  Recommendation Not To Complete. If, following formation evaluation and
          ------------------------------
          production  forecasting,  Schlumberger  reasonably determines that the
          present  value  of  the future Net Profits from Hydrocarbon Production
          from a Project Well, discounted at ten percent (10%), is less than one
          hundred  percent (100%) of the total expected AFE amount, Schlumberger
          will  recommend that IOGW not complete such well. Schlumberger and Red
          Oak  shall  receive  Deferred Payments for Risked Services provided on
          such  well  both  prior to and following Schlumberger's recommendation
          not  to  complete in accordance with this Agreement. If IOGW elects to
          complete  such  well  then  all  Deferred  Payments (determined by the
          Service  Parties'  Percentages  on  the  date of their election not to
          complete)  attributable  to such well shall be paid to IOGW until IOGW
          has  received  an  amount  equal to the value of the Unrisked Services
          provided  to  IOGW  on  such  well  after  Schlumberger  elects not to
          complete  such well times the applicable multiplier for such Bundle as
          set  out  in  Section  5.2.1.

4.   THE  SERVICES
     -------------

     4.1  Schlumberqer's  Services  and  Exclusivity.  IOGW  hereby  grants  to
          ------------------------------------------
          Schlumberger  for  the  term  of this Agreement the exclusive right to
          provide  the  following  Services  in  the  Contract  Area, so long as
          Schlumberger  can  deliver its Services as reasonably requested by the
          Executive  Committee  at  Schlumberger's  prevailing  market  price:

          i.    coordination of field services
          ii.   well cementing products and services
          iii.  formation evaluation logging products and services
          iv.   well completion products and services
          v.    data management and consulting services
          vi.   well perforating products and services
          vii.  well testing and evaluation products and services
          viii. directional drilling and measurement products and services
          ix.   well stimulation fracturing and acidizing products and services
          x.    coiled tubing products and services
          xi.   supply of downhole pumps
          xii.  slickline products and services
          xiii. well/field monitoring and measurement products and services


                                        8
<PAGE>
          IOGW  shall  not  enter  into  any  agreement  that conflicts with the
          exclusivity granted to Schlumberger herein, although IOGW does reserve
          the  right  freely to contract with Third Parties for such Services as
          Schlumberger  may  be unable to provide as reasonably requested by the
          Executive  Committee  at  Schlumberger's  prevailing  market  price.

     4.2  Red  Oak's Services. Upon Schlumberger's designation of the percentage
          -------------------
          of its Services it will provide as Risked Services, Red Oak shall have
          the exclusive right to provide funding, as described in the Engagement
          Letter  for any Unrisked Services described in Article 4.1 required on
          any  Bundle.

     4.3  Identification  of  Risked  Services.  Schlumberger  shall  provide  *
          ------------------------------------
          percent  (*%)  of  its Services in connection with the First Bundle as
          Risked  Services.  If  the  Service  Parties  elect  to provide Risked
          Services  on subsequent Bundles, the Service Parties shall participate
          in  each  such  Bundle as follows: (i) Schlumberger shall risk payment
          for  *  percent  (*%) of the value of the Services it provides on each
          Project  Well  and  (ii)  Red  Oak  shall  provide  funding, as Risked
          Services, for * percent (*%) of the AFE costs of the Services provided
          by  Schlumberger  on  each Project Well. The Parties estimate that the
          Risked  Services provided by the Service Parties will be approximately
          *  percent  (*%)  of the total Well Construction and Completion Costs.

          Schlumberger shall notify the Executive Committee of its and Red Oaks'
          election  to provide Risked Services on or before the deadline for the
          applicable Bundle as set out in Article 2.5. The notice shall indicate
          the  Service  Parties'  availability  and  the proposed timing for the
          provision  of  such  Services.

     4.4  Limitation on Amount of Risked Services.
          ----------------------------------------

          4.4.1   Service Parties Limitations. Notwithstanding the provisions of
                  ---------------------------
                  Section  4.3, the Service Parties shall be under no obligation
                  to  undertake  Risked Services that are anticipated to produce
                  more  than  (i)  an  anticipated  US  Two Million Five Hundred
                  Thousand  Dollar  ($2,500,000)  Negative  Account  Balance  in
                  connection  with  the  Risked Services they propose to provide
                  for  the  Evaluation  Wells; (ii) more than a US Three Million
                  Dollar  ($3,000,000)  Negative  Account  Balance in connection
                  with  the  Risked  Services  they  propose  to provide for all
                  Project  Wells  in  the first Bundle; (iii) more than a US Six
                  Million  Dollar  ($6,000,000)  Negative  Account  Balance  in
                  connection  with  the  Risked Services they propose to provide
                  for  all Project Wells in each Bundle thereafter. Finally, the
                  Service Parties shall have no obligation to provide any Risked
                  Services  in  connection with any proposed Project Well unless
                  each  is  satisfied in its reasonable discretion that IOGW has
                  or will have appropriate means to satisfy all cash expenditure
                  requirements associated with all Project Wells in that Bundle.


                                        9
<PAGE>
          4.4.2   Absolute  Limitation. The Service Parties shall in no event be
                  --------------------
                  obligated  to  provide  Risked  Services  in  an  amount which
                  results  in the Service Parties' Percentages in a Project Well
                  exceeding  fifty  percent  (50%) of IOGW's Working Interest in
                  such  well.  Notwithstanding  any  other  provision  of  this
                  Agreement, the Percentages of all Service Parties in a Project
                  Well  may  never  exceed IOGW's Working Interest in that well.

5.   SERVICE  PARTY  COMPENSATION
     ----------------------------

     5.1  Unrisked  Services.  Any  Unrisked  Services  provided by Schlumberger
          ------------------
          shall not be governed by this Agreement, but instead shall be governed
          by  the  Master  Service  Agreement.

     5.2  Risked  Services.
          -----------------

          5.2.1   Service  Parties'  Deferred Payments. In consideration for the
                  ------------------------------------
                  performance  of  Risked  Services on a Bundle, IOGW shall pay
                  to  the  Service  Parties  Deferred  Payments equal  to (i) *
                  percent  (*%)  of  the  Net  Profits  of  each  Project  Well
                  multiplied by the applicable Service  Party's Percentage from
                  the  date of first sale of  production from the first Project
                  Well completed or recompleted in a given Bundle until  Payout
                  and  (ii)  * percent (*%) of the Net Profits of each  Project
                  Well  multiplied  by  each  Service Party's Percentage  after
                  Payout  . The Service Parties' right to Deferred Payments  as
                  to  such Bundle shall commence in the  month that Hydrocarbon
                  Production  is first sold from a Project  Well in that Bundle
                  and  shall  end:

                  (i)  for  the  Evaluation  Wells  (the  First  Bundle),  when
                  Schlumberger has received Deferred Payments equal to * percent
                  (*%)  of  Schlumberger's  Service  Party  Expenditures on such
                  Bundle;

                  (ii)  for  the  Second,  Third  and  Fourth Bundles, when each
                  Service  Party  has  received  Deferred  Payments  equal  to *
                  percent  (*%)  of  such  Service  Party's Expenditures on each
                  Bundle;  and

                  (iii)  for  the  Fifth and any subsequent Bundles, when each
                  Service  Party  has  received  Deferred  Payments equal to *
                  percent  (*%)  of  such Service Party's Expenditures on each
                  Bundle.

          5.2.2   Red  Oaks' Net Profit Interest. In consideration for Red Oak's
                  ------------------------------
                  Expenditures,  IOGW  hereby  GRANTS, BARGAINS, SELLS, CONVEYS,
                  ASSIGNS,  TRANSFERS,  SETS  OVER  AND DELIVERS unto Red Oak an
                  interest  in  the  Project  Wells  equal  to  the  Net Profits
                  multiplied  by Red Oak's Percentage until Red Oak has received
                  Deferred Payments in the amounts set out in Article 5.2.1 (the
                  "Net  Profits  Interest").


                                       10
<PAGE>
     5.3  Deferred  Payment  Timing.  IOGW  shall  pay Deferred Payments to each
          -------------------------
          Service Party no later than the 15th day of the second Month following
          the  Month  during  which the sale of Hydrocarbon Production occurred.
          For  example,  if  the  first  sale  of  Hydrocarbon Production from a
          Project Well in a Bundle occurs on January 15, then the first Deferred
          Payment  calculated on Net Profits, if any, shall be due no later than
          March  15.  Such  Deferred  Payments  shall  be  accomplished  by wire
          transfer pursuant to instructions given by each Service Party to IOGW.

     5.4  Deferred  Payment  Account.  IOGW  shall  maintain  an  account  (the
          --------------------------
          "Deferred  Payment Account") on its books and records for each Service
          Party  in  respect of each Bundle. Each Deferred Payment Account shall
          be  credited with the aggregate of any Gross Proceeds received by IOGW
          after  the  Effective  Date  for  each Project Well in the Bundle, and
          shall  be  charged  with the aggregate Production Costs incurred after
          the  Effective  Date.

          On  or  before the date of payment as set forth in Article 5.3 hereof,
          IOGW  shall furnish to each Service Party a detailed statement clearly
          reflecting  the  credits  and  debits  against  and the balance of the
          Deferred  Payment  Account as of the close of business on the last day
          of  the  preceding Month. Any Excess Production Costs reflected by any
          such  statement  shall  be  carried forward to the next and succeeding
          month  or  months  until  the  Excess Production Costs shall have been
          liquidated.

     5.5  Deed  of  Trust. As security for the payment and performance of all of
          ---------------
          IOGW's obligations to Schlumberger hereunder, IOGW shall, upon request
          by  Schlumberger,  execute  and  acknowledge a Mortgage, Assignment of
          Production and Security Agreement as to each Bundle in the form of the
          attached  Exhibit G1 together with such financing statements and other
          instruments  as  Schlumberger may reasonably request in order properly
          to  perfect  the  lien and security interests created by the Mortgage.
          Schlumberger  shall  file  the  Mortgage in all appropriate records to
          properly perfect the lien and security interest created thereunder. In
          addition,  IOGW shall, from time to time, execute all such further and
          additional  instruments  including,  without  limitation,  financing
          statements,  as  Schlumberger  may  reasonably  request  in  order  to
          properly  perfect  the  lien  and security interests created under the
          Deed  of  Trust. IOGW agrees that Schlumberger may at any time assign,
          transfer  or  otherwise  convey  all  or  part of its right to receive
          Deferred  Payments  pursuant  to  this Agreement to any Person (herein
          called  the  "Deferred  Payment Assignee"). Concurrently with any such
          conveyance  to  Deferred Payment Assignee, (a) Schlumberger's right to
          receive  the  applicable  Deferred Payments pursuant to this Agreement
          shall  be  automatically converted to a net profits interest, (b) IOGW
          shall  execute  and  deliver  to  such  Deferred  Payment  Assignee an
          assignment  of  net profits interest in substantially the same form as
          set  forth  in  Exhibit  G-2,  (c)  IOGW shall amend the Memorandum of
          Assignment  of  Net Profits Interest described in Section 5.6 below to
          reflect  the  Deferred  Payment  Assignee's  Percentage,  and  (d)
          Schlumberger  shall  terminate  the  liens  created  by  the  Security
          Agreement  as  they  relate  to  the  applicable Deferred Payments and
          deliver  to  IOGW  executed releases, in form and substance reasonably
          satisfactory  to  IOGW,  to  evidence  such  termination.


                                       11
<PAGE>
     5.6  Memorandum  of  Assignment.  IOGW  shall,  contemporaneously  with the
          -------------------------
          completion of Services on an Evaluation Well or any subsequent Project
          Well,  execute  and  file  a  Memorandum  of Assignment of Net Profits
          Interest substantially in the form attached as Exhibit G-2. IOGW shall
          from  time  to time amend such Memorandum of Assignment of Net Profits
          Interest  to  reflect  Red  Oak's  Percentage. Final adjustment to Red
          Oak's  Percentage  and  payments  to  reallocate  payments  made under
          inaccurate  interim  percentages shall be made by the Parties not more
          than  ninety  (90)  days  after  completion of the Services on a given
          Bundle.

     5.7  Schlumberger  Production  Facilities  Audit.  At any time during which
          -------------------------------------------
          Schlumberger  is  entitled  to receive Deferred Payments, Schlumberger
          shall  have  the  right  to  enter  the Contract Area and to audit the
          surface  facilities  to  assess  the  performance  of such facilities.
          Schlumberger  may  provide to the Executive Committee a recommendation
          regarding  improvements or modifications to the facilities with a view
          to improving the flow of Hydrocarbon Production for eventual sale. The
          Executive  Committee  will  review  on  a  timely  basis  any  such
          recommendations  by  Schlumberger  and,  if  approved by the Executive
          Committee, the Field Development Plan shall be amended to include such
          activities.

     5.8  Payment  for  Unrisked  Services.  Payment  for  all Unrisked Services
          --------------------------------
          provided  by  Schlumberger  on  each  Bundle  shall be due and payable
          according  to  the  terms  of  the  Master  Service  Agreement.

     5.9  Interest  on  Past  Due Payments. Any amount not paid by IOGW when due
          --------------------------------
          shall bear, and IOGW will pay, interest at the interest rate set forth
          in  the  Master Service Agreement or Engagement Letter, as applicable,
          for  late  payments.

6.   OPERATION  OF  THE  PROJECT  WELLS
     ----------------------------------

     6.1  Prudent  Operator Standard. IOGW will conduct and carry on or cause to
          --------------------------
          be  conducted and carried on the exploration, development, maintenance
          and  operation  of  the  Project  Wells  in compliance with applicable
          federal,  state,  and  local  laws,  rules,  and  regulations  and  in
          accordance  with  the  standards  of  reasonable  and prudent business
          judgment and sound oil and gas field practices customarily employed by
          oil  and  gas  operators  in  the  Contract  Area.

     6.2  Cost  Overruns.  Subject  to emergency responses identified by IOGW in
          accordance  with  its  obligations  under  Section 6.1, IOGW may incur
          expenditures  of  up  to  one  hundred ten percent (110%) of the total
          amount  anticipated  in  the  AFE  for  a particular operation without
          consultation  with  the  Executive  Committee.  When  IOGW  reasonably
          anticipates that the one hundred ten percent (110%) limit set forth in
          the  preceding  sentence will be exceeded, however, IOGW shall furnish
          to  the  Technical  Committee  a  reasonably  detailed estimate of the


                                       12
<PAGE>
          anticipated  overexpenditure  and  the  reasons  therefor.  Following
          consultation  with  the Technical Committee, IOGW shall revise the AFE
          and  provide  the  revised  AFE  to  the  Executive  Committee for its
          approval  or  modification.

     6.3  Production Monitoring and Surveillance. Schlumberger shall monitor the
          --------------------------------------
          relevant  production  and  parameters  from  the appropriate number of
          nodes  (selected  individual  wells  and field level gathering points)
          using  its  proprietary  real time web based system to provide data in
          order  continually to assist in the optimization of the Contract Area.

     6.4  Partial  Disposal of Properties. IOGW shall have the right in its sole
          --------------------------------
          discretion at any time and from time to time to dispose of its oil and
          gas  interests  in  the  Contract  Area, whether by farmout, exchange,
          assignment  or  otherwise,  free  and  clear  of  the  terms  of  this
          Agreement;  provided,  however, that IOGW shall not dispose of so much
          of  its  interest  that  its loses control of the right to operate the
          properties  in  the Contract Area. In addition, this Article 6.4 shall
          not  permit  IOGW's disposal at any time of either a Project Well or a
          drill  site  and  the  immediately  surrounding offset locations of an
          anticipated  Project  Well that has been identified as a possible well
          location  in  the  Field  Development  Plan.

     6.5  Abandonment  of  Properties.  Nothing  herein contained shall obligate
          ----------------------------
          IOGW  to  drill or complete any well in the Contract Area, to continue
          to operate any well in the Contract Area, or to operate or maintain in
          force  or  attempt  to  maintain in force any lease when the Executive
          Committee  determines  that  such  well or lease is not economical. No
          Service  Party  shall  ever  have  any  liability  for  the  plugging,
          abandonment  or  reclamation  of  any Project Well, although plugging,
          abandonment  and  reclamation  costs are included as Production Costs.

     6.6  Development  of Formations Outside this Agreement. IOGW shall have the
          -------------------------------------------------
          right  in  its  sole  discretion  at any time and from time to time to
          drill,  complete  and  operate oil and gas wells in the Contract Area,
          free and clear of the terms of this Agreement; provided, however, that
          this  Article  6.6  shall  not  permit  the drilling by IOGW of a well
          within the spacing unit (or the 40-acre quarter-quarter section of the
          government survey, if no spacing has been adopted) of either a Project
          Well  or  an  anticipated  Project  Well that has been approved by the
          Executive  Committee  for inclusion in a Bundle, unless IOGW's well is
          drilled  solely to test and produce formations that are not subject to
          this  Agreement  and  such  testing  or  drilling  does  not  affect
          Hydrocarbon  Production  from  any  Project  Well.

     6.7  Delay Rentals, Minimum Royalties, and Shut-in Gas Payments. IOGW shall
          ----------------------------------------------------------
          use  reasonable  commercial  efforts  to  pay or cause to be paid in a
          proper  and  timely  manner  all delay rentals, minimum royalties, and
          shut-in  gas payments which may be necessary to maintain its leases in
          the  Contract Area in full force and effect, except to the extent that
          IOGW has decided to dispose of or abandon such leases. Notwithstanding
          anything  to  the  contrary  herein,  IOGW  shall not be liable to any
          Service  Party  for  failure  to pay or for incorrect payment of delay
          rentals,  minimum  royalties,  shut-in  gas  payments,  or  any  other
          contractual  obligations.


                                       13
<PAGE>
     6.8  Marketing  Hydrocarbon  Production.  IOGW  shall  market  Hydrocarbon
          ----------------------------------
          Production  in  accordance with Prudent Standards, taking into account
          relevant  locations,  qualities  and  other  circumstances. IOGW shall
          never  market  Hydrocarbon  Production  to  its  Affiliates  or in any
          transaction  other  than  an  arms'-length  transaction.

     6.9  Insurance.  IOGW  shall maintain or cause to be maintained, during the
          ---------
          period of time that any of the Service Parties are entitled to receive
          Deferred  Payments,  insurance  coverage  that  is consistent with the
          requirements  of  the  joint  operating  agreement  applicable  to the
          concerned  Project  Well.

7.   EARLY  BUYOUT  OR  DISPOSAL
     ---------------------------

     7.1  Disposal  Notice.  After  the  completion of fifty (50) Project Wells,
          ----------------
          excluding  the  Evaluation  Wells, IOGW may elect to dispose, by sale,
          transfer,  assignment,  conveyance or otherwise, of all or any part of
          the Contract Area in an arm's length transaction to a non-Affiliate (a
          "Permitted  Disposal"). If IOGW makes such election during the term of
          this  Agreement,  or  at any time during which the Service Parties are
          entitled  to receive Deferred Payments, IOGW shall provide the Service
          Parties  not  less than sixty (60) days prior written notice of IOGW's
          intention  to  make  such a disposal ("Disposal Notice"). Except for a
          Permitted  Disposal,  IOGW  may  not sell, transfer, assign, convey or
          otherwise  dispose  of all or any part of the Contract Area during the
          term of this Agreement or at any time during which the Service Parties
          are  entitled  to  receive  Deferred  Payments.

     7.2  Disposal  Payment. In the event IOGW consummates a Permitted Disposal,
          -----------------
          each  Service  Party  shall  terminate  its  Net  Profits  Interest or
          Mortgage  insofar as it burdens the property included in the Permitted
          Disposal  upon  the Service Party's receipt of a lump sum payment from
          IOGW  calculated  as set out in Article 7.4 below ("Disposal Payment")
          in lieu of its entitlement to any further Deferred Payments under this
          Agreement  attributable  to  the  property  included  in the Permitted
          Disposal.  The Disposal Payment shall be made by IOGW directly to each
          Service  Party  by wire transfer in immediately available funds on the
          same date that IOGW receives funds or other consideration attributable
          to  such  Permitted  Disposal.

     7.3  Early  Buyout  Notice.  If,  at any time after the termination of this
          ---------------------
          Agreement,  IOGW  desires  to  buyout  a  Service  Party's  remaining
          entitlement  to  receive  future Deferred Payments, IOGW shall provide
          sixty  (60)  days  advance  written notice to the Service Party of its
          intent  to exercise such an early buyout ("Early Buyout Notice"). Upon
          such  election,  the  Service  Party  shall  be entitled to receive an
          amount  equal  to  the  Disposal Payment. Such amount shall be paid by
          IOGW  to  Service  Party  within  forty-five  (45) days of the date of
          IOGW's  Early  Buyout  Notice.

     7.4  Determination of the Disposal Payment. The "Disposal Payment" shall be
          -------------------------------------
          calculated  at  any  time and as to each Service Party as the total of
          all  Deferred  Payments  that  the  Service  Party  would otherwise be


                                       14
<PAGE>
          entitled to receive pursuant to Article 5.2.1 hereof less any Deferred
          Payments that have been made to such Service Party through the date of
          the  Disposal  or  Early  Buyout  Notice,  as  applicable.

8.   TERM
     ----

     8.1  Term.  This  Agreement  shall  remain  in force and effect for six (6)
          ----
          years  after the Effective Date, unless earlier terminated pursuant to
          Article  8.2.

     8.2  Termination.  This  Agreement may be terminated by written notice from
          -----------
          the  terminating  Party  to  all  other Parties in accordance with the
          following  provisions:

          8.2.1   Immediately  by  any Service  Party pursuant to Article 2.3 no
                  later  than  April  1,  2004;

          8.2.2   Upon  thirty  (30) days notice by any Party, after the Project
                  Wells in five (5) Bundles have been completed;

          8.2.3   Upon thirty (30) days notice by any Service Party, if, through
                  no  fault  of  such  Service  Party, at least ten (10) Project
                  Wells  have  not  been  commenced  in  a  calendar  year;

          8.2.4   Immediately  by  any  Party,  without  prejudice  to its other
                  rights,  if  another  Party becomes insolvent, makes a general
                  assignment  for  the  benefit of its creditors, applies for or
                  consents  to  the  appointment  of  a  receiver,  trustee  or
                  liquidation  of all or substantially all of its assets, has an
                  involuntary  petition  in bankruptcy filed against it which is
                  not dismissed within sixty (60) days or fails to pay its debts
                  and  obligations  as  they  become  due, or if the terminating
                  Party  reasonably  believes  that  any  of the above events is
                  likely  to  occur;

          8.2.5   Immediately  by  any  Party,  without  prejudice  to its other
                  rights,  if  another  Party  fails to pay any obligation under
                  this Agreement within thirty (30) Business Days after the same
                  shall  become due and payable, or if such other Party fails to
                  duly  observe,  perform  or  comply  with  any other covenant,
                  agreement,  condition  or provision of this Agreement and such
                  failure  remains  unremedied  for a period of thirty (30) days
                  after  written  notice  of  such  failure  is  given  by  the
                  non-breaching  Party  to  the  breaching  Party;  or.

          8.2.6   By  mutual agreement of the Parties, on such terms as they may
                  agree.

     8.3  Survival.  Notwithstanding  any  termination  of  this  Agreement  in
          --------
          accordance  with  Section  8.2,  (i)  the  obligation  of IOGW to make
          Deferred  Payments  under  Article  5  in respect of each Bundle shall
          continue  for  the full period provided by Article 5.2 for that Bundle


                                       15
<PAGE>
          and  (ii)  the confidentiality provisions of Article 10 shall continue
          for a period of eighteen (18) months following the termination of this
          Agreement.

     8.4  Return  of  Property.  IOGW shall promptly return all property of each
          --------------------
          Service  Party,  if  any,  that  is  in IOGW's possession or under its
          control  upon  termination  of this Agreement. Similarly, each Service
          Party  shall promptly return to IOGW all property of IOGW, and to each
          Service  Party  all property belonging to that Service Party, which is
          in  such  Service  Party's  possession  or  under  its  control  upon
          termination  of  this  Agreement.

9.   GENERAL  TERMS  AND  CONDITIONS
     -------------------------------

     9.1  Effect  of Master Service Agreement. IOGW agrees that the provision of
          -----------------------------------
          Services by Schlumberger shall be governed by the terms and conditions
          contained in the Master Service Agreement. To the extent that any term
          or  condition  set  forth  in  the  Master  Service  Agreement  is not
          addressed in this Agreement, the Master Service Agreement shall apply.
          To  the  extent  that  any  indemnity  is extended by any Party in the
          Master  Service Agreement, it is agreed that, for the purposes of this
          Agreement,  such  indemnities  shall  apply  to  the  extent  they are
          applicable.  To the extent that any term or condition set forth in the
          Master  Service  Agreement  conflicts  with  the  provisions  of  this
          Agreement,  the provisions of this Agreement shall control. The Master
          Service  Agreement is incorporated herein by reference thereto for all
          purposes  and  is  made  a  part  hereof.

     9.2  Other  Documents.  In  the  event any Party issues any acknowledgment,
          ----------------
          delivery  ticket,  invoice,  purchase  order or other instrument whose
          terms  are  inconsistent  with  any of the terms or provisions of this
          Agreement,  such  terms  shall  be unenforceable and the terms of this
          Agreement  shall  control.

10.  CONFIDENTIAL  INFORMATION  AND  INTELLECTUAL  PROPERTY
     ------------------------------------------------------

     10.1 Confidential Information. "Confidential Information" means information
          ------------------------
          unavailable  from  public  sources  that  any of the Parties considers
          confidential  and  proprietary information, including, but not limited
          to,  seismic  records  and  tapes,  interpreted  well  logs,  maps,
          engineering  data,  and financial information relating to the Contract
          Area, together with nonproprietary seismic data that has been licensed
          from  Third  Parties  under  terms  which restrict the licensee's use,
          disclosure,  or  display  of  such  data.

     10.2 Nondisclosure.  Each  Party  agrees  that any Confidential Information
          -------------
          obtained  by  it from any other under the terms of this Agreement will
          be  held  in  strict confidence and will not be disclosed by it to any
          Third  Party without written authorization from the originating Party,
          unless  such  information (i) is in the public domain through no fault
          of  the  disclosing  Party,  (ii) is required to be publicly disclosed
          under  applicable  securities laws, or (iii) is acquired independently
          from  a  Third  Party  that  represents  that  it  has  the  right  to
          disseminate  such  information  at the time it is acquired. Each Party
          agrees  to limit access to such Confidential Information only to those
          of  its  Affiliates  and  Representatives  who have a need under or in
          furtherance of this Agreement to review such Confidential Information.


                                       16
<PAGE>
     10.3 Other  Working  Interest  Owners.  Notwithstanding  the foregoing, the
          --------------------------------
          terms  of  this Agreement and all related financial information may be
          disclosed  by  IOGW  to  Third  Parties  owning working interests in a
          Project Well, but only if such working interest owners are entitled to
          such  information  under  agreements existing as of the Effective Date
          hereof  and  have agreed to be bound by the confidentiality provisions
          of  this  Agreement.

     10.4 Confidential  Procedures  of  Schlumberger. IOGW acknowledges that the
          ------------------------------------------
          procedures,  processes,  methods  and  know-how  used in rendering the
          Services  and  the  formulas, components, mixtures, specifications and
          other  descriptions  of  the  oilfield  products  are  considered
          confidential  and proprietary to Schlumberger and will not be divulged
          to  IOGW.  IOGW agrees that it and its' Affiliates shall hold the same
          in  strictest  confidence  and shall not to attempt to analyze or test
          any oilfield products provided by Schlumberger, including mixtures, to
          determine  their  formula  or  components.

     10.5 Confidential  Procedures of IOGW. The Service Parties acknowledge that
          --------------------------------
          their  personnel  will  have  access to certain procedures, processes,
          methods,  know how and practices used by IOGW in its business planning
          and  its  development  of the Contract Area. Each Service Party agrees
          that  it and its Affiliates shall treat IOGW's information provided to
          such  personnel  as  confidential  and  proprietary, shall not use the
          Confidential  Information  for  any  purpose  other than to render its
          Services  to IOGW, and shall not disclose the same to Third Parties or
          to  any  of its' or its' Affiliates personnel, other than those of its
          Representatives  who  have  a  need  to  review  such  Confidential
          Information  for  the  purposes  stated  herein.

     10.6 Confidential Designs, Drawings, Information and Data. IOGW shall treat
          ----------------------------------------------------
          as  secret  and confidential, and shall not, except in connection with
          this  Agreement,  make  any  use  whatsoever of any designs, drawings,
          information  or  data  furnished  to  IOGW  by  the  Service  Parties
          hereunder.  Similarly,  the  Service Parties shall treat as secret and
          confidential, and shall not, except in connection with this Agreement,
          make  any use whatsoever of any designs, drawings, information or data
          furnished  by  IOGW  hereunder.

     10.7 No  Intellectual Property Assignments. Nothing in this Agreement shall
          -------------------------------------
          be deemed to constitute or result in an assignment to one Party of any
          trademarks  or  Confidential  Information  owned  or used by any other
          Party,  or the creation of any equitable or other interest therein, or
          to  grant  one  Party any right to use the trademarks owned or used by
          any  other  Party  or the other Party's Confidential Information. Each
          Party  agrees  never  to  impugn  or  challenge,  or  to assist in any
          challenge to the validity of, the trademarks, any registration thereof
          or  any  other  Party's  ownership  thereof.


                                       17
<PAGE>
     10.8 New  Copyrights  and  Patents.  Schlumberger  shall  have the right to
          -----------------------------
          obtain  copyrights  or  patents  on  any method, material or equipment
          originating  in  whole  or  in  part  from Schlumberger arising in the
          course  of  or  out  of  this  Agreement.

     10.9 Copyright  and  Patent  Cooperation  and  Use.  IOGW  shall  provide
          ---------------------------------------------
          reasonable  cooperation  in all efforts by Schlumberger to obtain such
          patents and copyrights, and will be reimbursed a reasonable amount for
          the  time  and  expense  required  in  providing  such cooperation. If
          requested  by  IOGW,  Schlumberger shall grant to IOGW an irrevocable,
          royalty-free  license  to  use  any  patents  developed  out  of  this
          Agreement  exclusively  for  IOGW's  use  in  the normal course of its
          business,  but  any  such  license  shall  not  be  sold,  licensed or
          otherwise  transferred  to  a  Third  Party  without  the  approval of
          Schlumberger.  If  requested by IOGW, Schlumberger shall grant to IOGW
          an  irrevocable  license,  free  from royalty, for IOGW's internal use
          only  of  any  copyrighted  process,  method  or  the  like  developed
          hereunder.  It  is understood and agreed that IOGW shall have no right
          to  grant  any  sublicense  to  Third  Parties.

    10.10 Proceedings  to  Compel  Disclosure.  If  a  Party  hereto,  or  its
          -----------------------------------
          Representative,  is  required  by  any  court  or  legislative  or
          administrative body to disclose any Confidential Information belonging
          to  any  other Party, the Party required to make such disclosure shall
          provide the disclosing Party with prompt notice of such requirement in
          order  to  afford  the  disclosing  Party  the  opportunity to seek an
          appropriate  protective  order.  If,  however,  the  Party  seeking to
          prevent  the  disclosure  does  not  seek  or is unable to obtain such
          protective  order, then the Party required to compel such Confidential
          Information  may  disclose  such  Confidential  Information,  without
          liability to the other Party, if such disclosure is, in the opinion of
          counsel,  compelled  under  pain  of  liability  for contempt or other
          penalty.

    10.11 Injunctive Relief.  In the event of breach or threatened breach by one
          -----------------
          Party or its Representatives of the provisions of this Article 10, the
          disclosing  Party shall be entitled to an injunction or judicial order
          equivalent  thereto restraining that Party or its Representatives from
          using  or  disclosing,  in  whole  or  in  part,  such  Confidential
          Information.  Nothing  herein  shall  be  construed as prohibiting any
          Party from pursuing any other remedies available to it for such breach
          or  threatened  breach,  including  recovery of damages from the other
          Party.

    10.12 Indemnification.  Schlumberger will defend, at its sole expense, legal
          ---------------
          proceedings  brought  within  the  United  States  against  IOGW  or
          Schlumberger claiming direct infringement of copyright, theft of trade
          secret  or  violation of other intellectual property rights based upon
          any  method, material or equipment used or provided by Schlumberger in
          performance of the Services, excluding however any method, material or
          equipment  provided  by  IOGW  to  Schlumberger.  Schlumberger  will
          indemnify  and  hold  IOGW harmless from and against any judgment by a
          court  of  competent  jurisdiction  for  damages arising from any such
          claim, provided that Schlumberger will have no liability or obligation


                                       18
<PAGE>
          to  IOGW  under  this  Agreement  for  infringement  of  any  patent,
          intellectual  property  or  other  proprietary  right or claim thereof
          which  is  based  upon  Schlumberger's  compliance  with  IOGW's
          specifications  or if IOGW makes any admission regarding infringement.
          Furthermore,  Schlumberger  shall  have  no liability or obligation to
          defend  or  indemnify  IOGW under this Article 10 unless Schlumberger:
          (i)  is  notified  promptly  in  writing  by  IOGW  of each notice and
          communication  regarding  any  claim,  (ii)  is  given  the  complete
          authority,  information  and assistance necessary for such defense and
          (iii)  is  given  sole control of the defense of any action and of all
          negotiations  for  its  settlement  or  compromise.

11.  NOTICES
     -------

     Any  notice required under the terms of this Agreement shall be in writing,
     addressed  to  the  Party  to  whom  sent,  and  transmitted prepaid by air
     courier,  telecopy, or email or other facsimile transmission with confirmed
     answerback  and  with  signed  original  to follow by air courier. All such
     notices  in  compliance  with  this  provision  shall  be deemed given when
     actually  delivered  to  the  recipient's  address.  For  purposes  of this
     Agreement,  the  addresses  of  the Parties are as follows until changed by
     written  notice  from the Party desiring to change its address to the other
     Parties:


If to Schlumberger:      Schlumberger Technology Corporation
                         6501 South Fiddler's Green Circle,
                         Greenwood Village, Colorado 80111,
                         Telephone:     303 486 3253
                         Facsimile:     303 486 3249
                         Attention:     Paul DeBonis
                         Email:         debonis1@denver.oilfield.slb.com
                         cc:            NAM General Counsel
                                        300 Schlumberger Drive
                                        Sugar Land, Texas 77478

If to IOGW:              Infinity Oil & Gas of Wyoming, Inc.
                         950 17th Street, Suite 800
                         Denver, Colorado 80202
                         Telephone:     720-932-7800
                         Facsimile:     720-932-5409
                         Attention:     Stanton E. Ross Email:

                         cc:            Infinity Inc.
                                        211 West 14th
                                        Chanute, Kansas 66720
                         Telephone:     620-431-6200
                         Facsimile:     620-431-6262
                         Attention:     Stanton E. Ross

                         cc:            Davis, Graham & Stubbs LLP
                                        1550 17th Street Suite 500
                                        Denver, Colorado 80202


                                       19
<PAGE>
                         Telephone:     303-892-9400
                         Facsimile:     303-892-1379
                         Attention:     Deborah Friedman

If to Red Oak:           Red Oak Capital Management, LLC
                         11757 Katy Freeway, Suite 300
                         Houston, Texas 77079
                         Telephone:     281-493-4450
                         Facsimile:     281-493-4490
                         Attention:     James Whipkey
                         Email:          whipkey@redoakcap.com

12.  MISCELLANEOUS  PROVISIONS
     -------------------------

     12.1 Governing  Law.  This. Agreement shall be governed by and construed in
          --------------
          accordance  with  the  laws  of  the  State  of  Colorado.

     12.2 Dispute  Resolution.  Any controversy, dispute or claim arising out of
          -------------------
          or  relating  to  this  Agreement  (a  "Dispute") shall be resolved in
          accordance  with  this  Section  12.2.

          Any  Party  may  give  to  another  Party  written  notice (a "Dispute
          Notice")  of  any  Dispute  which  has not been resolved in the normal
          course  of  business. Within fifteen (15) Business Days after delivery
          of  the  Dispute Notice, the receiving Party shall submit to the other
          Party  a written response (the "Response"). The Dispute Notice and the
          Response shall each include (i) a statement setting forth the position
          of the Party giving such notice, a summary of the arguments supporting
          such  position and, if applicable, the relief sought and (ii) the name
          and  title  of  a  senior  manager  of such Party who has authority to
          settle  the  Dispute  and  will  be  responsible  for the negotiations
          related  to  the  settlement  of  the  Dispute (the "Senior Manager").

          Within  ten  (10)  days  after  delivery  of  the Response, the Senior
          Managers  of  the  disputing  Parties  shall  meet  or  communicate by
          telephone  at  a mutually acceptable time and place, and thereafter as
          often  as  they reasonably deem necessary, and shall negotiate in good
          faith  to  attempt  to resolve the Dispute that is the subject of such
          Dispute  Notice.

          If  such  Dispute  has  not been resolved within sixty (60) days after
          delivery  of  the  Dispute  Notice,  then the Parties shall submit the
          Dispute  for  arbitration  administered  by  the  American Arbitration
          Association  (the  "AAA") in accordance with the terms of this Section
          12.2, the Commercial Arbitration Rules of the AAA, and, to the maximum
          extent  applicable, the United States Arbitration Act. Judgment on any
          matter  rendered  by  arbitrators  may  be entered in any court having
          jurisdiction.  Any  arbitration  shall  be  conducted  before  one (1)
          arbitrator. The arbitrator shall be an individual knowledgeable in the
          subject  matter  of the Dispute. If the disputing Parties are not able
          to agree upon an arbitrator within thirty (30) Business Days after the
          request  for  an  arbitration,  then  any


                                       20
<PAGE>
          Party may request the AAA to select the arbitrator. The arbitrator may
          engage  engineers,  accountants  or  other consultants he or she deems
          necessary to render a conclusion in the arbitration proceeding. To the
          extent  practicable,  an  arbitration  proceeding  hereunder  shall be
          concluded  within  ninety  (90) Business Days of filing a Dispute with
          the AAA. Arbitration proceedings shall be conducted in Houston, Texas.
          At  the conclusion of any arbitration proceeding, the arbitrator shall
          make  specific  written  findings  of fact and conclusions of law. The
          arbitrator  shall  have  the  power to award recovery of all costs and
          fees  to  the,  prevailing  party.  All fees of the arbitrator and any
          engineer,  accountant  or other consultant engaged by the arbitrators,
          shall  be  shared  equally unless otherwise awarded by the arbitrators

          All  negotiations between the Senior Managers pursuant to this Section
          12.2  shall  be  treated  as  compromise  and settlement negotiations.
          Nothing said or disclosed, nor any document produced, in the course of
          such  negotiations  that  is  not otherwise independently discoverable
          shall  be  offered  or received as evidence or used for impeachment or
          for  any  other  purpose  in  any  current  or  future  arbitration or
          litigation.

     12.3 Compliance  with Laws. Each Service Party agrees to comply in material
          ---------------------
          respects with all laws, statutes, codes, rules, and regulations, which
          are now or may become applicable to its Services or arising out of the
          performance  of  its  Services.

     12.4 Amendment;  Entire  Agreement;  No  Waiver.  No  modification  of this
          ------------------------------------------
          Agreement shall be of any force or effect unless in writing and signed
          by  an  authorized  signatory of all Parties. This Agreement, together
          with  any  service  orders, service requests and the Exhibits attached
          hereto,  constitutes the entire understanding between the Parties with
          respect  to  the  subject  matter  hereof  and  supersedes  all  prior
          agreements, negotiations and discussions of the Parties in relation to
          its  contents.  Failure  to  enforce  any  or  all  of  the  terms and
          conditions  of  this  Agreement  in a particular instance or instances
          shall  not  constitute  a  waiver  thereof  or  preclude  subsequent
          enforcement  thereof.

     12.5 Assignment.  IOGW  may not assign its rights or obligations under this
          ----------
          Agreement  without  the  prior written consent of the Service Parties,
          which  shall  not  be  unreasonably withheld. Each Service Party shall
          have  the  right  to  assign  all  rights  and  obligations under this
          Agreement  to  an Affiliate, without prior consent of IOGW. No Service
          Party  will  transfer  or assign its respective rights and obligations
          under  this Agreement, except its right to receive payments hereunder,
          to  a  non-Affiliate  without  the  prior  written  consent  of  IOGW.

     12.6 Rules  of  Construction. All references in this Agreement to articles,
          -----------------------
          sections,  subsections  and  other subdivisions refer to corresponding
          articles,  sections,  subsections  and  other  subdivisions  of  this
          Agreement unless expressly provided otherwise. Titles appearing at the
          beginning  of  any  of  such subdivisions are for convenience only and
          shall  not  constitute  part  of  such  subdivisions  and  shall  be
          disregarded in construing the language contained in such subdivisions.
          The  words  "this  Agreement",  "this instrument", "herein", "hereof",
          "hereunder"'  and words of similar import refer to this Agreement as a
          whole  and  not  to  any  particular  subdivision  unless expressly so
          limited.  Unless  the  context otherwise requires: "including" and its
          grammatical  variations  mean  "including without limitation"; "or" is
          not  exclusive;  words  in  the  singular  form  shall be construed to
          include  the  plural  and  vice versa; words in any gender include all


                                       21
<PAGE>
          other  genders; references herein to any instrument or agreement refer
          to such instrument or agreement as it may be from time to time amended
          or  supplemented;  and  references  herein  to any Person include such
          Person's  successors  and assigns. All references in this Agreement to
          exhibits  and  schedules  refer  to  exhibits  and  schedules  to this
          Agreement  unless  expressly provided otherwise, and all such exhibits
          and  schedules  are hereby incorporated herein by reference and made a
          part  hereof  for  all  purposes.

13.  SEVERABILITY;  SAVINGS  CLAUSE
     ------------------------------

     Any  provision  or  term  of  this  Agreement  that  is  or  may be void or
     unenforceable  shall, to the extent of such invalidity or unenforceability,
     be  deemed  severable  and  shall  not  affect  any other provision of this
     Agreement. All Parties agree that the exculpatory, indemnification and hold
     harmless  provisions  herein,  or  in the Master Service Agreement which is
     incorporated herein by reference, shall be modified or altered only insofar
     as required by a jurisdiction purporting to limit such provisions, it being
     the intention of the Parties to enforce to the fullest extent all terms and
     conditions  herein  agreed  to.

14.  WARRANTIES/DISCLAIMERS
     ----------------------

     14.1 Service  Party  Disclaimer.  In  preparing  technical recommendations,
          --------------------------
          Schlumberger shall provide IOGW the benefit of its best judgment based
          on  its  experience.  All  such technical recommendations are opinions
          only, and it may not be possible for Schlumberger to obtain first-hand
          knowledge  of  the  many  variable  conditions  that  could affect the
          outcome  of the services. NO WARRANTY IS GIVEN AS TO THE EFFECTIVENESS
          OR  RESULTS OF THE SERVICES THAT WILL BE RENDERED HEREUNDER, NOR AS TO
          THE  OUTCOME  OF  IMPLEMENTATION  OF  ANY  TECHNICAL  RECOMMENDATION.
          SCHLUMBERGER  MAKES  NO  WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO
          THE  SERVICES,  EXCEPT  TO THE EXTENT, IF ANY, SET FORTH IN THE MASTER
          SERVICE  AGREEMENT.  MOREOVER, SCHLUMBERGER MAKES NO WARRANTY, EXPRESS
          OR  IMPLIED,  AS  TO  THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY
          DATA,  INFORMATION  OR  RECORDS  FURNISHED  TO  ANY  OTHER  PARTY  IN
          CONNECTION  WITH  THIS  AGREEMENT.

     14.2 IOGW  Title  Warranty.  IOGW  represents  and  warrants to the Service
          ---------------------
          Parties  that  it  will  be the owner (or have appropriate operational
          rights  under  a  farmout  or earning agreement from the owner) of the
          leasehold interests constituting the drill site of a Project Well, but
          only to extent indicated and subject to the encumbrances identified in


                                       22
<PAGE>
          the drilling opinion furnished by IOGW to the Service Parties with the
          AFE  for  such  Project  Well.  IOGW  will  take  appropriate steps to
          maintain  such  interest  in  good  standing and free and clear of all
          liens,  charges,  encumbrances  and  claims whatsoever. To the best of
          IOGW's  knowledge,  there  is  no  claim,  action  or  administrative
          proceeding  pending  which  may  jeopardize title to any interest IOGW
          holds  on the Effective Date. IOGW shall provide such documentation to
          the  Service  Parties  as  they  may  reasonably  require  to  satisfy
          themselves  that  IOGW  owns  such  interests.

     14.3 Overriding  Royalty  Interests.  IOGW  represents  and  warrants  that
          ------------------------------
          neither  it  nor  its Affiliates, nor its or their officers, directors
          or,  to the best of its knowledge, employees holds, either directly or
          indirectly, or has the right to receive an overriding royalty interest
          in  the  Contract  Area.

15.  FORCE  MAJEURE
     --------------

     If, as a result of an event of Force Majeure, any Party is rendered unable,
     wholly or in part, to carry out its obligations under this Agreement, other
     than the obligation to pay any amounts due or to furnish security, then the
     obligations of that Party, so far as and to the extent that the obligations
     are  affected by such event of Force Majeure, shall be suspended during the
     continuance of any inability so caused, but for no longer period. The Party
     claiming  Force Majeure shall notify the other Parties of the Force Majeure
     situation within a reasonable time after the occurrence of the cause relied
     on  and  shall  keep  the  other Parties timely informed of all significant
     developments.  Such  notice  shall give reasonably full particulars of said
     event  of  Force  Majeure,  and  also estimate the period of time that said
     Party  likely  will require to remedy the Force Majeure. The affected Party
     shall  use all reasonable diligence to remove or overcome the Force Majeure
     situation  as  quickly  as possible in an economic manner, but shall not be
     obligated  to settle any labor dispute except on terms acceptable to it and
     all  such  disputes  shall  be  handled  within  the sole discretion of the
     affected  Party.

     For  the  purposes  of this Agreement, "Force Majeure" shall mean an act of
     God,  strike,  lock-out  or other industrial disturbance, act of the public
     enemy,  war,  blockade, public riot, lightning, fire, storm, flood or other
     adverse  weather  condition,  explosion,  governmental action, governmental
     inaction,  restraint  or  delay,  unavailability  of equipment or any other
     cause,  whether  of  the  kind  specifically enumerated above or otherwise,
     which  is  not  reasonably  within  the control of the Party claiming Force
     Majeure.

16.  RELATIONSHIP  OF  THE  PARTIES
     ------------------------------

     This  Agreement  is  not  intended  to create, nor shall it be construed as
     creating,  any  joint venture, association, partnership, trust or fiduciary
     relationship  nor  shall  it  give  rise  to  the imposition of a fiduciary
     obligation  or  liability with regard to any one or more of the Parties. In
     this  Agreement,  the  Parties  agree  that where decisions are to be taken
     hereunder  by  unanimous  agreement,  agreement  thereto  shall  not  be
     unreasonably  withheld.


                                       23
<PAGE>
17.  CAPACITY  OF  IOGW
     ------------------

     The Service Parties shall look only to IOGW for the due performance of this
     Agreement  and nothing herein contained shall impose any liability upon, or
     entitle the Service Parties to commence any proceedings against any working
     interest  owner  ("Owner")  other than IOGW. Only IOGW shall be entitled to
     enforce  this  Agreement on behalf of all Owners as well as for itself and,
     for  this  purpose  only,  IOGW may commence proceedings in its own name to
     enforce  all obligations and liabilities of the Service Parties and to make
     any claim which any of the said Owners may have against the Service Parties
     in  relation  to  or  arising  out  of  this  Agreement.

18.  REASONABLENESS
     --------------

     Each of the Parties undertakes to do all things reasonably within its power
     that  are  necessary  to  give  effect  to  the  spirit  and intent of this
     Agreement. None of the Parties shall act unreasonably or without giving due
     regard to the representations of the other Party when reaching any decision
     as  to  the giving or withholding of consent or approval or when exercising
     any  other  discretion  pursuant  to  this  Agreement.

19.  CONFLICTS  OF  INTEREST
     -----------------------

     Conflicts  of  interest relating to this Agreement are strictly prohibited.
     Except  as  otherwise  expressly  provided  herein, no Service Party and no
     director,  employee or agent of a Service Party or its subcontractors shall
     give  to  or receive from any director, employee or agent of IOGW any gift,
     entertainment  or  other favor of significant value, or any commission, fee
     or rebate. Likewise, no Service Party and no director, employee or agent of
     a  Service  Party  or  its  subcontractors  shall,  without  prior  written
     notification thereof to IOGW, enter into any business relationship with any
     director,  employee, or agent of IOGW or any of its Affiliates, unless such
     person  is  acting for and on behalf of IOGW. Each Service Party undertakes
     promptly  to  notify  IOGW  of  any  violation  of  this  Article, with the
     understanding that any consideration received as a result of such violation
     shall  be  paid over or credited to IOGW. Additionally, in the event of any
     violation  of  this Article, including any violation occurring prior to the
     date  of this Agreement, resulting directly or indirectly in IOGW's consent
     to  enter  into  this Agreement, IOGW may, at IOGW's sole option, terminate
     this  Agreement at any time and notwithstanding any other provision of this
     Agreement,  pay  each  Service  Party  only  for  that part of the services
     provided  prior  to the date of termination. Any representatives authorized
     by either Party hereto may audit any and all records of the other Party, as
     well  as  applicable  subcontractors,  for  the sole purpose of determining
     whether  there  has  been  compliance  with  this  Article  19.

20.  CORPORATE  POWER  AND  AUTHORITY
     --------------------------------

     Each  of  the Parties represents and warrants to the other that it has full
     power  to  enter  into and perform its obligations under this Agreement and


                                       24
<PAGE>
     that,  when  executed,  this  Agreement will constitute such Party's legal,
     valid  and  binding  obligations  in  accordance  with  its  terms.

21.  GOVERNMENT  APPROVALS
     ---------------------

     From  and  after  the execution hereof, each of the Parties hereto, without
     further  consideration,  shall  use  its  best efforts to execute, deliver,
     submit,  gain approvals of, and record, or cause to be executed, delivered,
     submitted,  and  recorded,  good  and  sufficient  permits, designations of
     operator  forms, other regulatory documents and instruments, as applicable,
     and  take  such other action as may be reasonably required to carry out the
     purposes  of  this  Agreement  and  to  give  effect  to  the  covenants,
     stipulations  and  obligations  of  the  Parties  hereto.

22.  PUBLIC  ANNOUNCEMENTS
     ---------------------

     No  Party  will issue, or permit any agent or Affiliate of it to issue, any
     press  releases or otherwise make, or cause any agent or Affiliate of it to
     make,  any  public  statements  with  respect  to  this  Agreement  and the
     transactions  contemplated herein without the prior written approval of the
     other  Parties,  which  approval  may  not be unreasonably withheld. In the
     event  any  Party  reasonably  believes  that  it is required by applicable
     governmental  regulations  to disclose any part of this Agreement, it shall
     notify  the  other  Parties  of  its  belief  and  shall  seek  appropriate
     confidentiality  protections  for the information required to be disclosed.

23.  MODIFICATION  OF  EXHIBITS
     --------------------------

     Additional  Exhibits  or  amendments  may be necessary to fully address the
     financial  and  operational  details  of  the various activities under this
     Agreement.  The  Parties  agree to cooperate to obtain the execution of any
     documents  necessary  to  carry  out  the  intention  of  this  Article 23.

24.  NO  LIABILITY;  INDEMNITY
     -------------------------

     EXCEPT  TO  THE EXTENT OF THE SERVICE PARTIES' EXPENDITURES AND LIABILITIES
     ASSUMED  BY THE SERVICE PARTIES PURSUANT TO THE MASTER SERVICE AGREEMENT OR
     ENGAGEMENT  LETTER,  AS  APPLICABLE,  THE  SERVICE  PARTIES  SHALL NEVER BE
     RESPONSIBLE  FOR ANY PART OF THE COSTS, EXPENSES OR LIABILITIES INCURRED IN
     CONNECTION  WITH:

          (A)  THE  EXPLORING,  DEVELOPING,  OPERATING,  OWNING,  MAINTAINING,
               REWORKING  OR RECOMPLETING OF THE EVALUATION WELLS OR ANY PROJECT
               WELL,  THE  PHYSICAL  CONDITION  OF  THE  CONTRACT  AREA,  OR THE
               HANDLING,  TREATING OR TRANSPORTING OF HYDROCARBONS PRODUCED FROM
               THE  CONTRACT  AREA  (INCLUDING  ANY  COSTS,  EXPENSES, LOSSES OR
               LIABILITIES  RELATED  TO  VIOLATION  OF  AN  ENVIRONMENTAL LAW OR


                                       25
<PAGE>
               OTHERWISE RELATED TO DAMAGE TO OR REMEDIATION OF THE ENVIRONMENT,
               WHETHER  THE  SAME  ARISE  OUT  OF  A SERVICE PARTY'S LIEN ON ANY
               PROPERTY  OR OUT OF THE ACTIONS OF IOGW OR THE SERVICE PARTIES OR
               OF  THIRD  PARTIES  OR  ARISE  OTHERWISE),  OR

               (B)  THE FAILURE BY IOGW TO HAVE GOOD AND DEFENSIBLE TITLE TO THE
               PROJECT WELLS AS SET FORTH IN ARTICLE 14.2, FREE AND CLEAR OF ALL
               BURDENS,  ENCUMBRANCES,  LIENS  AND  TITLE DEFECTS (INCLUDING ANY
               COSTS,  EXPENSES,  LOSSES  OR LIABILITIES SUFFERED BY THE SERVICE
               PARTIES  AS  A  RESULT  OF  ANY CLAIM THAT ANY SERVICE PARTY MUST
               DELIVER  OR  PAY  OVER  TO ANY PERSON ANY PART OF THE PROCEEDS OF
               HYDROCARBON PRODUCTION THEREOF AT ANY TIME PREVIOUSLY RECEIVED OR
               THEREAFTER  TO  BE  RECEIVED  BY  ANY  SERVICE  PARTY),

     AND IOGW AGREES TO INDEMNIFY AND HOLD THE SERVICE PARTIES HARMLESS FROM AND
     AGAINST ALL COSTS, EXPENSES, LOSSES AND LIABILITIES INCURRED BY THE SERVICE
     PARTIES  IN  CONNECTION WITH ANY OF THE FOREGOING OR THIS AGREEMENT, OR THE
     TRANSACTIONS  AND  EVENTS  (INCLUDING THE ENFORCEMENT OR DEFENSE THEREOF OR
     HEREOF)  AT  ANY  TIME  ASSOCIATED  WITH  OR  CONTEMPLATED  IN  ANY  OF THE
     FOREGOING.  SUCH  INDEMNITY  SHALL  ALSO  COVER  ALL  REASONABLE  COSTS AND
     EXPENSES  OF  THE  SERVICE  PARTIES,  INCLUDING  REASONABLE  LEGAL FEES AND
     EXPENSES,  WHICH  ARE INCURRED INCIDENT TO THE MATTERS INDEMNIFIED AGAINST.
     AS  USED  IN  THIS ARTICLE 24, "SERVICE PARTY" MEANS EACH SERVICE PARTY AND
     ITS' SUCCESSORS AND ASSIGNS, ALL OF THEIR RESPECTIVE AFFILIATES, AND ALL OF
     THE  OFFICERS,  DIRECTORS,  AGENTS,  BENEFICIARIES, TRUSTEES, ATTORNEYS AND
     EMPLOYEES  OF  THEMSELVES  AND  THEIR  AFFILIATES.

     THE FOREGOING INDEMNITY SHALL APPLY WHETHER OR NOT ARISING OUT OF THE SOLE,
     ---------------------------------------------------------------------------
     JOINT  OR  CONCURRENT  NEGLIGENCE, FAULT OR STRICT LIABILITY OF ANY SERVICE
     ---------------------------------------------------------------------------
     PARTY  AND  SHALL  APPLY, WITHOUT LIMITATION, TO ANY LIABILITY IMPOSED UPON
     ---------------------------------------------------------------------------
     ANY  SERVICE  PARTY  AS  A  RESULT OF ANY THEORY OF STRICT LIABILITY OR ANY
     ---------------------------------------------------------------------------
     OTHER  DOCTRINE  OF  LAW,  PROVIDED  THAT THE FOREGOING INDEMNITY SHALL NOT
     ------------------------
     APPLY TO ANY COSTS, EXPENSES, LOSSES OR LIABILITIES INCURRED BY ANY SERVICE
     PARTY  TO  THE  EXTENT PROXIMATELY CAUSED SOLELY BY THE GROSS NEGLIGENCE OR
     WILLFUL  MISCONDUCT  OF  SUCH  SERVICE PARTY. THE FOREGOING INDEMNITY SHALL
     SURVIVE  THE  TERMINATION OF THIS AGREEMENT AND THE OTHER DOCUMENTS RELATED
     HERETO.


                                       26
<PAGE>
25.  COUNTERPARTS
     ------------

     This  Agreement  may be executed in one or more counterparts, each of which
     shall  be  deemed  an  original,  and  all  of  which  taken together shall
     constitute  one  agreement.

IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written, but is effective as of the Effective Date.

INFINITY OIL & GAS OF WYOMING, INC.         SCHLUMBERGER TECHNOLOGY CORPORATION



By: /s/ Stanton E. Ross                      /s/ Gary A. Kolstad
   -------------------------------          ----------------------------------

Name: Stanton E. Ross                        Gary A. Kolstad
     -----------------------------          ----------------------------------

Title:  President                            Vice President
       ---------------------------          ----------------------------------


RED OAK CAPITAL MANAGEMENT, LP





By:  /s/ J.M. Whipkey
   -------------------------------

Name:  J.M. Whipkey
     -----------------------------

Title: Managing Director
      ----------------------------



                                       27
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