EXHIBIT
        10.71

    

     

    January
      18, 2008

     

    


     

    J.
      Aron
& Company

    85
      Broad
      Street

    New
      York,
      New York 10004

     

    


    
      	
            	Re:	
              Credit
                Facility provided by J. Aron & Company, in its capacity as
                Administrative Agent (the "Administrative
                Agent"),
                for Tekoil and Gas Gulf Coast, LLC (the "Company")

            


    

     

    Ladies
      and Gentlemen:

     

    This
      letter is being provided to you in connection with Amendment No. 4 and Waiver
      dated as of even date herewith (the "Amendment")
      to the
      Credit and Guaranty Agreement dated as of May 11, 2007 (as modified from time
      to
      time, the "Credit
      Agreement"),
      among
      the Company, Tekoil & Gas Corporation, a Delaware corporation, as guarantor,
      the lenders parties thereto, and J. Aron & Company, as lead arranger and
      syndication agent, and Administrative Agent. Capitalized terms used herein
      but
      not defined herein shall have the meanings specified by the Credit
      Agreement.

     

    The
      undersigned (the "Guarantor")
      has
      executed the Limited Guaranty dated as of October 24, 2007 (the "Guaranty"),
      guaranteeing the payment of the Obligations under the Transaction Documents,
      Hedging Contracts, and certain other amounts as described in the Guaranty.
      The
      Guarantor hereby ratifies, confirms, and acknowledges that his obligations
      under
      the Guaranty are in full force and effect and that the Guarantor continues
      to
      unconditionally and irrevocably guarantee the full and punctual payment, when
      due, whether at stated maturity or earlier by acceleration or otherwise, all
      of
      the Guaranteed Obligations (as defined in the Guaranty) as such Guaranteed
      Obligations have been increased and amended by the Amendment. The Guarantor
      hereby acknowledges that his execution and delivery of this letter does not
      indicate or establish an approval or consent requirement by the Guarantor in
      connection with the execution and delivery of amendments to the Credit
      Agreement, the Notes, the ISDA Agreement, or any of the other Transaction
      Documents.

     

     

    [Signature
      follows on next page.]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    THIS
      WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT AMONG THE PARTIES AND MAY
      NOT
      BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
      AGREEMENTS OF THE PARTIES.

     

    THERE
      ARE
      NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

     

    Executed
      as of the date first above written.

     

    


    
      	 	 	
              MARK
                S. WESTERN

            
	 	 	 
	 	 	 
	 	 	/s/ Mark S.
              Western                               
              
	 	 	 
	 	 	 
	 	 	Address of Guarantor:
	 	 	 
	 	 	
              3359
                Emmerson Point Way

              Orlando,
                Florida 32819

            


    

    
 

    


    
      
         

      

      
        
          Signature
            Page to Reaffirmation of Guaranty

          Amendment
            No. 4 and Waiver to Credit and Guaranty Agreement