“**Administrative Agent**” means the Person who, at the time in question, is the “AdministrativeAgent” under the Note Purchase Agreement.“**AMI**” means the “Project Area” as defined in the Credit Agreement, which consists of HaskellCounty, Oklahoma, McIntosh County, Oklahoma, and Pittsburgh County, Oklahoma.“**Express Beneficiaries**” has the meaning given to such term in Section 12.“**Holder Parties**” means Administrative Agent and Holders.“**Holders**” means all Persons who at any time are “Holders” under the Note Purchase Agreement.“**Initial Parent Financial Statements**” means (a) the audited annual financial statements ofParent dated as of December 31, 2006, and (b) the unaudited quarterly financial statements ofParent dated as of June 30, 2007.“**JOA**” means any joint operating agreement or contract operating agreement to which any of theProperties is subject.“**Lease Level Payables**” means, with respect to any ANCF Quarter and without duplication, thefollowing costs and expenses of or attributable to Company for the ownership and operation of theProperties during such ANCF Quarter: (a) Direct Taxes paid on the Properties or the production ofHydrocarbons, (b) ANCF LOE, (c) ANCF Transportation Costs, (d) ANCF Overhead Costs, if any, otherthan Permitted G&A Expenses, and (e) ANCF Capital Expenditures, provided that Lease Level Payablesshall in no event include any costs or expenses to provide the Services.“**Note Purchase Agreement**” means that certain Note Purchase Agreement dated November 19, 2007,by and among Company Administrative Agent and Holders, as from time to time amended, supplementedor restated.“**Properties**” means, collectively, those undivided interests in oil and gas properties andinterests in other real and personal property that are, at the time in question, owned by Companyor any of its Subsidiaries.“**Related Contracts**” means any contracts or agreements between Company and any Related Partyrelating to the Properties, whether relating to the operation or development of any of theProperties, or the drilling and completion of wells on the Properties, or the gathering, treating,storage, processing, compressing, transporting, and handling of Hydrocarbons produced from any ofthe Properties, or otherwise.“**Related Parties**” means Manager, Parent, and any other Subsidiary of Parent other thanCompany.[Amended and Restated Management Services Agreement]
 
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“**Service Fee**” means, with respect to any ANCF Quarter, an amount equal to $50,000; providedthat such amount shall be reduced to $0.00 (or such higher amount as may be approved byAdministrative Agent in its sole and absolute discretion) for any ANCF Quarter during which aDefault or Event of Default exists or existed or during which a Coverage Deficiency existed (otherthan the Designated Defaults defined and described in the First Amendment to Note PurchaseAgreement of even date herewith among Company, Administrative Agent, and the Holders).“**Services**” has the meaning given to such term in Section 2.“**Subordinated Liabilities**” has the meaning given to such term in Section 8.As used in this Agreement: the word “or” is not exclusive; the word “including” (in its variousforms) means “including without limitation”; pronouns in masculine, feminine and neuter gendersshall be construed to include any other gender; and words in the singular form shall be construedto include the plural and vice versa, unless the context otherwise requires. References herein toany Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or anExhibit hereof unless otherwise specifically provided. This Agreement is the result ofnegotiations between, and has been reviewed by, Manager, Company, Administrative Agent and theirrespective counsel. Accordingly, this Agreement shall be deemed to be the joint product of theparties hereto, and no ambiguity shall be construed in favor of or against any party hereto orbeneficiary hereof.Section 2. Management Services. During the term hereof, Manager shall, at its owncost and expense: (i) advise and consult with Company regarding all aspects of Company’sdevelopment, operations and expansion, (ii) provide (or cause to be provided) management expertiseand consulting services for the development and implementation of operational and financial plansof Company and for strategic planning and decisions of Company, and (iii) provide (or cause to beprovided) administrative support services to Company as necessary or useful for the operations ofthe business of Company and Company’s Subsidiaries (collectively, the “**Services**” which, for theavoidance of doubt, shall not include capital expenditures that are included in the APOD),including the following specific Services:(a) Overhead Services. Manager will provide all general and administrativeoverhead services and other general and administrative services.(b) Reports and Information. Manager will provide all assistance (from bothManager’s own staff and from outside accountants and other service providers) required inorder to furnish to Holders the reports and other information required to be furnished underthe Note Documents, including the engagement of third party engineers, auditors, andaccountants and the timely delivery of all financial statements and engineering reports(both in-house and third party) required under the Note Purchase Agreement.(c) Lease and Land Administration. Manager will provide all necessary oruseful lease and land administration services, including administering all leases anddivision orders, and maintaining all land, lease and other related records, providingassociated services, and paying rentals, shut-in payments and other lease payments.[Amended and Restated Management Services Agreement]
 
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(d) Marketing. Manager will provide all marketing, gas control, and contractadministration services necessary or useful to sell the hydrocarbons produced from theProperties.(e) Accounting. Manager will perform all revenue and joint interest accountingfunctions attributable to the Properties, including but not limited to: (i) royalty and other lease payments,  (ii) payment of accounts payable,  (iii) collection of accounts receivable,  (iv) computation and payment of severance and othertaxes based on production,  (v) gas balancing, and  (vi) general ledger and financial reporting activities.(f) Operations. To the extent any Properties are not subject to a JOA, or aresubject to a JOA under which Company or any Subsidiary of Company is named as operator,Manager will provide all operation functions and services with respect to the Propertiesthat would be provided by a reasonable and prudent operator.(g) Information Systems. Manager will provide computer use and/or facilitiesnecessary to manage and operate the Properties and maintain the records of Company.(h) Sales of Properties by Company. Manager will retain all consultants andadvisors necessary or advisable to assist with any sale of the Properties and will cooperatewith Company to facilitate any sale of the Properties.(i) Tax Returns. Parent and/or Manager will arrange for the preparation of allfederal, state and local tax returns required of Company or any Subsidiary of Company.(j) Budgets & Forecasts. Parent and Manager will establish operating andcapital budgets and forecasts for Company and its Subsidiaries and monitor their receipts,income and expenditures.(k) Compliance. Manager will take all actions, and file all reports andnotices, to cause the operations of Company and its Subsidiaries to be in compliance withall applicable laws, rules and regulations. Manager will monitor the compliance by Companyand its Subsidiaries with covenants required by Company’s lenders.(l) Insurance. Manager will arrange for insurance policies as required underthe Note Purchase Agreement and will pay for all premiums associated therewith.[Amended and Restated Management Services Agreement]
 
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(m) Accounting. Manager will maintain a general ledger with respect to thebusiness and attendant accounting matters of Company and its Subsidiaries.(n) Bank Accounts. Manager will open, maintain, and reconcile one or more bankaccounts on behalf of Company out of which expenses of Company and its Subsidiaries may bepaid by Manager, including all amounts due from Company to Manager hereunder.(o) Outside Professionals. Manager will retain, manage and supervise theoutside accountants and attorneys of Company and coordinate the annual audit of Company’sbooks and records.Section 3. Performance and Authority.(a) Standard of Care. Manager shall provide the Services in a timely andcurrent manner, consistent with management and administrative practices that it wouldprovide for itself in the performance of services similar to the Services.(b) Independent Contractor Relationship. With respect to its performance ofthe Services, Manager is an independent contractor, with the authority to control, overseeand direct the performance of the details of the Services.(c) No Joint Venture or Partnership. This Agreement is not intended to andshall not be construed as creating a joint venture, partnership, agency or other associationwithin the meaning of the common law or under the laws of any state.(d) Performance of Services by Company. The parties to this Agreementunderstand and agree that Company may at its election provide certain Services for its ownaccount, and to the extent Company adequately and timely does so Manager need not performsuch Services. Manager will, however, remain obligated to perform all Services as providedherein to the extent Company fails to adequately and timely perform such Services.Section 4. Compensation. For the Services provided hereunder by Manager to Company,Company shall pay to Manager the Service Fee, payable on each Quarterly Payment Date beginning withthe Quarterly Payment Date in March 2008, and on each such date thereafter. In addition, Companyagrees to reimburse Manager for any Lease Level Payables to the extent hereafter paid with funds ofManager rather than funds of Company. The foregoing Service Fee and reimbursements shall be theonly amounts payable by Company to Manager.Section 5. Representations and Warranties. Each of Parent and Manager representsand warrants to Company and to the Express Beneficiaries that:(a) No Default. Neither Parent nor Manager is in default hereunder.[Amended and Restated Management Services Agreement]
 
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(b) Organization and Good Standing. Each Related Party is duly organized,validly existing and in good standing under the Laws of its jurisdiction of organization,having all powers required to carry on its business and enter into and carry out thetransactions contemplated hereby, and is duly qualified, in good standing, andauthorized to do business in all other jurisdictions within the United States wherein thecharacter of the properties owned or held by it or the nature of the business transacted byit makes such qualification necessary.(c) Authorization. Each of Parent and Manager has duly taken all actionnecessary to authorize the execution and delivery by it of this Agreement and to authorizethe consummation of the transactions contemplated hereby and the performance of itsobligations hereunder. Each Related Party has duly taken all action necessary to authorizethe execution and delivery by it of the Related Contracts to which it is a party and toauthorize the consummation of the transactions contemplated thereby and the performance ofits obligations thereunder.(d) No Conflicts or Consents. The execution and delivery by Parent and Managerof this Agreement and by each Related Party of the Related Contracts to which it is a party,the performance by each of its obligations hereunder and thereunder, and the consummation ofthe transactions contemplated hereby and thereby, do not and will not (i) conflict with anyprovision of (1) any Law, (2) the organizational documents of any Related Party, or (3) anymaterial agreement, judgment, license, order or permit applicable to or binding upon anyRelated Party, (ii) result in the acceleration of any Indebtedness owed by any RelatedParty, or (iii) result in or require the creation of any Lien upon any assets or propertiesof any Related Party. No permit, consent, approval, authorization or order of, and nonotice to or filing with, any Governmental Authority or third party is required inconnection with the execution, delivery or performance by Manager or Parent of thisAgreement or by any Related Party of any Related Contract or to consummate any transactionscontemplated hereby or thereby.(e) Enforceable Obligations. This Agreement and the Related Contracts are thelegal, valid and binding obligations of the Related Parties who are parties hereto orthereto, enforceable in accordance with their terms except as such enforcement may belimited by bankruptcy, insolvency or similar Laws of general application relating to theenforcement of creditors’ rights and by general principles of equity.(f) Full Disclosure. No certificate, statement or other information deliveredherewith or heretofore by Manager or Parent to Administrative Agent or any Holder inconnection with the negotiation of this Agreement or in connection with any transactioncontemplated hereby contains any untrue statement of a material fact or omits to state anymaterial fact known to Manager or Parent (other than industry-wide risks normally associatedwith the types of businesses conducted by Company and the Related Parties) necessary to makethe statements contained herein or therein not misleading as of the date made or deemedmade. There is no fact known to Manager or Parent (other than industry-wide risks normallyassociated with the types of businesses conducted by Company and the Related Parties) thathas not been disclosed to Administrative Agent in writing that is materially likely to causea material adverse effect on Manager’s, Parent’s, or Company’s business, operations,properties, assets, condition (financial or otherwise) or prospects.[Amended and Restated Management Services Agreement]
 
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(g) Litigation. Except for litigation, if any, that is disclosed in the NotePurchase Agreement or as described in Schedule 1 hereto, there is no action, suit orproceeding pending before any Governmental Authority or, to Manager’s or Parent’s knowledge,threatened against or otherwise affecting the Related Parties, the Properties, or thetransactions contemplated under the Related Contracts or the Note Documents.(h) Names and Places of Business. Manager has not been known by, or used anyother trade or fictitious name. The chief executive office and principal place of businessof Manager is (and has since its formation been) located at the address of Manager set outin Section 10. Parent has not been known by, or used any other trade or fictitious name.The chief executive office and principal place of business of Parent is (and has since itsformation been) located at the address of Parent set out in Section 10.(i) Solvency. Upon giving effect to the execution of this Agreement and theRelated Contracts and the consummation of the transactions contemplated hereby and thereby,each of the following statements will be true with respect to each of Parent and Manager:(i) it will be solvent (as such term is used in applicable bankruptcy, liquidation,receivership, insolvency or similar Laws), (ii) the sum of its absolute and contingentliabilities will not exceed the fair market value of its assets, (iii) its capital will beadequate for the businesses in which it is engaged and intends to be engaged, and (iv) ithas not has incurred, nor does it intend to incur or believe that it will incur, debts thatwill be beyond its ability to pay as such debts mature.(j) Financial Information. Parent has heretofore delivered to Company and eachHolder true, correct and complete copies of the Initial Parent Financial Statements. TheInitial Parent Financial Statements fairly present Parent’s financial position at therespective dates thereof and the results of Parent’s operations and Parent’s cash flows forthe respective periods thereof. Since the date of the annual Initial Parent FinancialStatements no material adverse change has occurred. However, since the Closing Date, (i)Parent has become involved in the Existing Litigation, (ii) Parent makes no representationor warranty as to whether the Existing Litigation constitutes a material adverse change, and(iii) the preceding sentence is so qualified by the existence of such Existing Litigation.All Initial Parent Financial Statements were prepared in accordance with GAAP.(k) Value of Consideration. The value of the consideration received and to bereceived by each of Parent and Manager in connection with this Agreement and the other NoteDocuments is reasonably worth at least as much as its liabilities and obligations hereunder,and the same may reasonably be expected to benefit it, directly or indirectly.(l) Costs. Each of Parent and Manager anticipates that the amount of theBudgeted Drilling and Completion Costs will be sufficient to pay for the drilling andcompletion of the wells to be drilled pursuant to the APOD (as amended) and that Companywill not incur Excess Capital Costs.[Amended and Restated Management Services Agreement]
 
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Section 6. Covenants.(a) No Proceedings. Each of Parent and Manager hereby agrees not to commence,join any other Person in commencing, or authorize a trustee or other Person acting onCompany’s behalf or on behalf of others to commence, any bankruptcy, reorganization,arrangement, insolvency, liquidation, or receivership proceeding with respect to Company orany Related Party (or the assets of any of them) under the laws of the United States or anystate of the United States.(b) Performance Under Note Documents. Each of Parent and Manager agrees not totake any action that would prevent or delay Company or any Related Party from performing itsobligations under any Note Document or Related Contract to which it is a party.(c) Funds in Trust. To the extent that Manager or Parent ever receives anyproceeds of production from the Properties, any other proceeds of the Properties, or anyother funds in any way accruing to the Properties or otherwise belonging to Company, Managerand Parent will account for such proceeds and funds and immediately pay the same into theCollateral Account and, pending such payments, will hold all such proceeds and funds intrust for Company and Holder Parties and will keep such funds separate from its own funds.(d) Maintenance of Existence and Qualifications. Each of Parent and Managerwill maintain and preserve its existence and its rights and franchises in full force andeffect and will qualify to do business in all states or jurisdictions where required byapplicable Law.(e) Financial Statements. Parent will at all times maintain full and accuratebooks of account and records, will maintain and will cause its Subsidiaries to maintain astandard system of accounting, and will furnish, at its expense, the following statementsand reports to Company and each Holder Party:(i) As soon as available, and in any event within one hundred and five (105) days afterthe end of each of its fiscal years, complete consolidated financial statements of itselfand its subsidiaries together with all notes thereto, prepared in reasonable detail inaccordance with GAAP, together with an unqualified opinion, based on an audit usinggenerally accepted auditing standards, by an independent certified public accounting firmselected by it and acceptable to Administrative Agent, stating that such consolidatedfinancial statements have been so prepared. These financial statements shall contain aconsolidated balance sheet as of the end of such fiscal year and consolidated statements ofearnings, of cash flows, and of changes in owners’ equity for such fiscal year, each settingforth in comparative form the corresponding figures for the preceding fiscal year.(ii) As soon as available, and in any event within sixty (60) days after the end ofeach of its fiscal quarters, complete consolidated financial statements of itself and itssubsidiaries. These financial statements shall contain consolidated balance sheet as of theend of such fiscal quarter and consolidated statements of earnings and of cash flows forthe period from the beginning of the then current fiscal year to the end of such fiscalquarter, all in reasonable detail and prepared in accordance with GAAP, subject to changesresulting from normal year-end adjustments.[Amended and Restated Management Services Agreement]
 
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(f) Non-Consolidation. Each of Parent and Manager will (i) maintain entityrecords and books of account separate from those of its Affiliates, (ii) not commingle itsfunds or assets with those of any of its Affiliates, and (iii) provide that is board ofdirectors or other analogous governing body (as applicable) will hold all appropriatemeetings to authorize and approve such its actions, which meetings will be separate fromthose of other entities.(g) Lease Level Payables. Manager will cause the Lease Level Payables to bepaid from Company’s funds and in accordance with the requirements of the Note PurchaseAgreement.(h) Excess Drilling & Completion Costs. If Company ever becomes liable for anyExcess Drilling & Completion Costs, each of Parent and Manager agrees to timely pay the samefrom its own funds, without reimbursement from Company, and hereby waives and releases anyright of reimbursement or subrogation, any Lien, or any similar right that it mightotherwise have against Company or its assets.(i) Related Contracts. Each of Parent and Manager hereby agrees to promptly,completely and fully perform, and Parent herby agrees to cause its Subsidiaries to perform,all of its and their obligations and undertakings under, by reason of, or pursuant to theRelated Contracts to which any of them is a party. Each Related Party will at all timesmaintain sufficient assets, net worth and personnel to enable it to perform all of itsobligations under this Agreement and the Related Contracts to which it is a party. Infurtherance of the foregoing provisions of this subsection and not in limitation thereof,each Related Party hereby agrees not to sell, transfer, lease, exchange, alienate or disposeof any of its material assets or properties or any material interest therein, or discount,sell, pledge or assign any notes payable to it, accounts receivable or future income.(j) AMI. Company will be the only Subsidiary of Parent that now or hereafterowns any Oil and Gas Property of any kind within the AMI, except that MV Pipeline and GO,LLC may continue to own the Oil and Gas Properties it presently owns. Parent will notacquire, and will not allow any of its Subsidiaries or Affiliates other than Company toacquire, any Oil and Gas Property in the Project Area, and if any of them now or hereafteracquires any Oil and Gas Property within the Project Area, Parent will cause such Oil andGas Property to be promptly transferred to Company as a capital contribution.(k) Guaranty of Manager’s Performance. Parent hereby irrevocably, absolutely,and unconditionally guarantees to Company (and to each Express Beneficiary) the prompt,complete, and full performance when due, and no matter how the same shall become due, of allpromises, undertakings, and obligations of Manager under this Agreement.[Amended and Restated Management Services Agreement]
 
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Section 7. Term. The respective rights, duties, and obligations of the partieshereunder shall commence on the effective date hereof, shall continue until the Obligations havebeen fully and finally paid, and thereupon shall be renewed and shall continue automatically foradditional one (1) year terms thereafter; provided that any party hereto may, once the NotePurchase Agreement has been terminated and all Obligations paid in full, terminate this Agreementby giving written notice of termination to the other parties at least thirty (30) days prior to thedate as of which such termination is to be effective. In addition, upon the occurrence and duringthe continuance of an Event of Default under the Note Purchase Agreement (other than the DesignatedDefaults defined and described in the First Amendment to Note Purchase Agreement of even dateherewith among Company, Administrative Agent, and the Holders), Administrative Agent may, in itsdiscretion, elect to terminate this Agreement at any time, and in such event (x) Company’s onlypayment obligations to Manager will be for Services rendered prior to the date of such termination,and (y) Manager will have no right or obligation hereunder to perform Services after the date ofsuch terminationSection 8. Subordination. As used herein, “**Subordinated Liabilities**” means any andall Liabilities that are at any time owed by Company to Manager or Parent, other than Company’sobligation to reimburse Manager for Lease Level Payables as described in Section 4. Each of Parentand Manager hereby subordinates and makes inferior to the Obligations any and all SubordinatedLiabilities that now or at any time hereafter may be owed to it by Company and further agrees that:(a) it will never permit Company to pay any Subordinated Liabilities or any partthereof or accept payment from Company of any Subordinated Liabilities or any part thereofwithout the prior written consent of Administrative Agent, and(b) it will never accept or retain any Distributions except as permitted under the NotePurchase Agreement or accept any other payments from Company other than payments ofSubordinated Liabilities to which Administrative Agent has consented in writing.If Manager or Parent receives any payment of Subordinated Liabilities or any such Distributionwithout the prior written consent of Administrative Agent, the amount so paid shall be held intrust for the benefit of Holder Parties, shall be segregated from its other funds, and shallforthwith be paid over to Administrative Agent. Each of Parent and Manager hereby furthersubordinates and makes inferior to the liens and security interests from time to time granted underthe Note Documents any liens or security interests in its favor that burden or encumber any of theProperties or assets of Company and agrees that it will, immediately upon request fromAdministrative Agent, release any such lien or security interest. Administrative Agent herebyconsents to the payment of the Service Fee, as and when provided in Section 4, but only so long asno Default or Event of Default exists.[Amended and Restated Management Services Agreement]
 
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Section 9. Obligations Hereunder Not Affected; Waivers. No action that Company orits Subsidiaries, any Express Beneficiary or any Holder may take or omit to take in connection withthis Agreement, any Related Contract, or any of the Note Documents, no course of dealing by Companyor its Subsidiaries with any Related Person or any other Person, and no change of circumstances,shall release or diminish Manager’s or Parent’s obligations, liabilities,agreements or duties hereunder, affect this Agreement in any way, or afford Manager or Parentany recourse or setoff against Company or its Subsidiaries, any Express Beneficiary or any Holder,regardless of whether any such action or inaction may be detrimental in any way to any RelatedPerson, to Company or any of its Subsidiaries, or to any of the Properties. Each of Parent andManager hereby waives, with respect to this Agreement and the Related Contracts: (a) notice thatAdministrative Agent, any Holder Party, Company, or any other Person has taken or omitted to takeany action under any Note Document; (b) notice of acceptance of this Agreement; (c) demand,presentment for payment, and notice of demand, dishonor, nonpayment, or nonperformance, withrespect to any Obligation; (d) notice of intention to accelerate, notice of acceleration, protest,and notice of protest with respect to any Obligation; and (e) all other notices whatsoever.Administrative Agent and Holder Parties shall have the right to enforce, from time to time, in anyorder and at their sole discretion, any rights, powers and remedies that they may be entitled toexercise under the Note Documents or otherwise, including judicial foreclosure, the exercise ofrights of power of sale, the taking of a deed or assignment in lieu of foreclosure, the appointmentof a receiver to collect rents, issues and profits, the exercise of remedies against personalproperty, or the enforcement of any assignment of leases, rentals, oil or gas production, or otherproperties or rights, whether real or personal, tangible or intangible. No failure on the part ofAdministrative Agent or any Holder Party to exercise, and no delay in exercising, any righthereunder or under any other Note Document shall operate as a waiver thereof; nor shall any singleor partial exercise of any right preclude any other or further exercise thereof or the exercise ofany other right. The rights, powers and remedies of Administrative Agent and Holder Partiesprovided herein and in the other Note Documents are cumulative and are in addition to, and notexclusive of, any other rights, powers or remedies provided by law or in equity. The rights ofAdministrative Agent and Holder Parties hereunder are not conditional or contingent on any attemptby Administrative Agent or any Holder Party to exercise any of its rights under any other NoteDocument against Company or any other Person.Section 10. Notices. Any notice which may be given hereunder shall be ineffectiveunless in writing and either delivered by registered or certified mail with return receiptrequested to the addresses set out below or delivered by hand with written acknowledgment ofreceipt. The addresses for notice are as follows:       For Manager: Rio Vista Operating LLC2121 Rosecrans Avenue, Suite 3355El Segundo, California 90245Attention: Ian BothwellTelecopier: (310) 563-6255       With a copy to: Kevin Finck100 Spear Street, Suite 700San Francisco, CA 94111[Amended and Restated Management Services Agreement]
 
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       For Parent: Rio Vista Energy Partners L.P.2121 Rosecrans Avenue, Suite 3355El Segundo, California 90245Attention: Ian Bothwell Telecopier: (310) 563-6255       With a copy to: Kevin Finck100 Spear Street, Suite 700