**Exhibit 10.39**

 

633 Seventeenth Street

Suite 1550

Denver, Colorado 80202-3622

 

 

June 10,2005

 

KennethL. Ancell

TipperaryCorporation

952Echo Lane, Suite 375

Houston,TX 77024

 

DearKen:

 

Toencourage key employees to remain employed with the Company while Slough sellsits interest, the Board of Directors proposes to amend your employmentagreement.  The amendment provides thaton September 30, 2005 you will receive a bonus equal to 35% of your annualbase compensation, if you remain an employee of the Company through thatdate.  This special bonus is in additionto the severance payments and extended health coverage provided in the Changein Control Severance Agreement you signed a few weeks ago.

 

Thespecial bonus will also be paid in the event you are dismissed without causeprior to September 30, 2005 following a change of control.

 

Iappreciate your efforts during this transition period and hope that thisamendment will give you additional incentive to remain with the Company.  Please indicate your acceptance of thisamendment by signing and dating on the lines provided below and returning acopy of this signed letter to the Company.

 
|                   | On  behalf of the Board of Directors, |
|------------------------|---------------------------------------|
|                   | Very  truly yours,                    |
|                   |                                  |
|                   | /s/  David L. Bradshaw                |   |
|                   | David  L. Bradshaw                    |
|                   |                                  |
|                   |                                  |
| /s/  Kenneth L. Ancell |                                  | June 13,  2005 |   |
| Kenneth L. Ancell      | Date                                  |
|                        |                                       |  |  |  |

 

 
| Tipperary Oil &  Gas Corporation |
|-------------------------------------------|
| Phone (303) 293-9379                      |  | Fax (303) 292-3428 |

 

----

 

 

June 10, 2005

 

DavidL. Bradshaw

8998W. Brandt Dr.

Littleton,CO 80123-2230

 

DearDavid:

 

Toencourage key employees to remain employed with the Company while Slough sellsits interest, the Board of Directors proposes to amend your employmentagreement.  The amendment provides thaton September 30, 2005 you will receive a bonus equal to 35% of your annualbase compensation, if you remain an employee of the Company through thatdate.  This special bonus is in additionto the severance payments and extended health coverage provided in the Changein Control Severance Agreement you signed a few weeks ago.

 

Thespecial bonus will also be paid in the event you are dismissed without causeprior to September 30, 2005 following a change of control.

 

TheBoard appreciates your efforts during this transition period and hope that thisamendment will give you additional incentive to remain with the Company.  Please indicate your acceptance of thisamendment by signing and dating on the lines provided below and returning acopy of this signed letter to the Company.

 
|                   | On  behalf of the Board of Directors, |
|------------------------|---------------------------------------|
|                   | Very  truly yours,                    |
|                   |                                  |
|                   |                                  |
|                   | /s/  Joseph B. Feiten                 |   |
|                   | Joseph  B. Feiten                     |
|                   | Chief Financial Officer               |
|                   |                                  |
|                   |                                  |
| /s/  David L. Bradshaw |                                  | June 13,  2005 |   |
| David L. Bradshaw      | Date                                  |
|                        |                                       |  |  |  |

 

 
| Tipperary Oil &  Gas Corporation |
|-------------------------------------------|
| Phone (303) 293-9379                      |  | Fax (303) 292-3428 |

 

----

 

 

June 10,2005

 

JeffT. Obourn

5585Cherryville Way

GreenwoodVillage, CO 80121-1514

 

DearJeff:

 

Toencourage key employees to remain employed with the Company while Slough sellsits interest, the Board of Directors proposes to amend your employmentagreement.  The amendment provides thaton September 30, 2005 you will receive a bonus equal to 35% of your annualbase compensation, if you remain an employee of the Company through thatdate.  This special bonus is in additionto the severance payments and extended health coverage provided in the Changein Control Severance Agreement you signed a few weeks ago.

 

Thespecial bonus will also be paid in the event you are dismissed without causeprior to September 30, 2005 following a change of control.

 

Iappreciate your efforts during this transition period and hope that thisamendment will give you additional incentive to remain with the Company.  Please indicate your acceptance of thisamendment by signing and dating on the lines provided below and returning acopy of this signed letter to the Company.

 
|                | On  behalf of the Board of Directors, |
|---------------------|---------------------------------------|
|                | Very  truly yours,                    |
|                |                                  |
|                |                                  |
|                | /s/  David L. Bradshaw                |   |
|                | David  L. Bradshaw                    |
|                |                                  |
|                |                                  |
| /s/  Jeff T. Obourn |                                  | June 10,  2005 |   |
| Jeff T. Obourn      | Date                                  |
|                     |                                       |  |  |  |

 

 
| Tipperary Oil &  Gas Corporation |
|-------------------------------------------|
| Phone (303) 293-9379                      |  | Fax (303) 292-3428 |

 

----

 

 

June 10, 2005

 

JosephB. Feiten

3553W. 101st Place.

Westminster,CO 80031

 

DearJoe:

 

Toencourage key employees to remain employed with the Company while Slough sellsits interest, the Board of Directors proposes to amend your Change in Control SeveranceAgreement.  The amendment provides thaton September 30, 2005 you will receive a bonus equal to 35% of your annualbase compensation, if you remain an employee of the Company through thatdate.  This special bonus is in additionto the severance payments and extended health coverage provided in the Changein Control Severance Agreement you signed a few weeks ago.

 

Thespecial bonus will also be paid in the event you are dismissed without causeprior to September 30, 2005 following a change of control.

 

Iappreciate your efforts during this transition period and hope that thisamendment will give you additional incentive to remain with the Company.  Please indicate your acceptance of thisamendment by signing and dating on the lines provided below and returning acopy of this signed letter to the Company.

 
|                  | On  behalf of the Board of Directors, |
|-----------------------|---------------------------------------|
|                  | Very  truly yours,                    |
|                  |                                  |
|                  |                                  |
|                  | /s/  David L. Bradshaw                |   |
|                  | David  L. Bradshaw                    |
|                  |                                  |
|                  |                                  |
| /s/  Joseph B. Feiten |                                  | June 13,  2005 |   |
| Joseph B. Feiten      | Date                                  |
|                       |                                       |  |  |  |

 

 
| Tipperary Oil &  Gas Corporation |
|-------------------------------------------|
| Phone (303) 293-9379                      |  | Fax (303) 292-3428 |

 

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