** **

**Exhibit10.11**

 

**FirstAmendment to Sponsorship Agreement**

 

**               **Reference isherein made to that certain Sponsorship Agreement dated December 16, 2004,executed by and between R.C. Boyd Enterprises, LLC, a Texaslimited liability company, whose mailing address is 807 Pearl Drive,Southlake, Texas  76092, and CanoPetroleum, Inc., a Delaware corporation, whose mailing address is 309 West 7thStreet, Suite 1600, Fort Worth, Texas 76102 (“Agreement”).  Capitalized terms not otherwise defined inthis First Amendment to Sponsorship Agreement (“Amendment”) shall have themeanings ascribed to them in the Agreement.

 

                WHEREAS, theCompany and Sponsor have fully and completely performed their obligations underthe terms and provisions of the Agreement to date; and

 

                WHEREAS, theCompany and Sponsor now desire to amend, supplement and alter the terms andprovisions of the Agreement in respect of the renewal of the Agreement asprovided in Section 10 of the Agreement.

 

                NOW, THEREFORE,for and in consideration of the premises and the mutual benefits, promises,covenants, and agreements set forth in this Amendment, the Company and Canoagree to amend, alter and supplement the Agreement as follows:

 

                Section 10. Termand Renewal shall be deleted in its entirety and the following substitutedin place and in lieu thereof:

 

“10.         Termand Renewal.  The initial term ofthis Agreement shall be one (1) year, commencing January 1, 2005 and ending onDecember 31, 2005.  This Agreement may berenewed by Cano on the first and second anniversaries of the Agreement in thefollowing manner: Cano shall give written notice to Company of its intention torenew this contract for a period of an additional one (1) year, such notice tobe given not more than ninety (90) days nor less than thirty (30) days beforethe expiration of the initial term and/or the second term of this Agreement (ifextended after the initial term).  Theconsideration for the second year shall be $150,000.00 (One Hundred FiftyThousand Dollars), and the consideration for the third year shall be$350,000.00 (Three Hundred Fifty Thousand Dollars).”

 

In all other respects, the Agreement, as amended, altered andsupplemented hereby shall remain the same and unchanged as originally writtenand in full force and effect.

 

By their execution and delivery of this Amendment, Cano hereby providesand Company hereby accepts, Cano’s notice of the exercise of its option torenew the Agreement for the second year at the consideration set forth inSection 10. of the Agreement, as amended hereby.

 

 

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This Amendment may be executed via facsimile and/or inmultiple originals and/or counterparts, each of which shall be deemed anoriginal for all purposes, but all such counterparts together shall constituteone and the same instrument.

 

                This FirstAmendment to Sponsorship Agreement is executed, delivered and effective as ofthe 17th day of August, 2005.

 
|   | R. C. BOYD ENTERPRISES, LLC |
|--------|-----------------------------|
|   |                        |   |
|   |                        |   |
|   |                        |   |
|   | By:                         | /s/ R. C. Boyd |
|   |                        |   |
|   | Printed Name:               | R. C. Boyd |
|   |                        |   |
|   | Title:                      | President |
|   |                        |   |
|   |                        |   |
|   |                        |   |
|   |                        |   |
|   |                        |   |
|   | CANO PETROLEUM, INC.        |   |
|   |                        |   |
|   |                        |   |
|   | By:                         | /s/ Jeff Johnson |
|   |                        |   |
|   | Printed Name:               | Jeff Johnson |
|   |                        |   |
|   | Title:                      | CEO |
|   |                        |   |
|   |                        |   |
|        |                             |  |  |  |  |

 

 

 

 

 

 

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