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Exhibit 10.5    
    


 
 

JOINT VENTURE AGREEMENT    
    


        THIS JOINT VENTURE AGREEMENT (this "Agreement") is made and entered into as of the 1st day of June, 2004 (the "Effective Date"), by and between
Centurion Exploration Company, a Delaware corporation, and Centurion Exploration Company, LLC, a Texas limited liability company (collectively referred to as "Centurion"), whose mailing address
is 10333 Richmond Avenue, Suite 800, Houston, Texas 77042, and Ellora Energy, Inc., a Delaware corporation ("Ellora"), whose mailing address is 5480 Valmont,
Suite 350, Boulder, Colorado 80301. Centurion and Ellora are sometimes referred to herein individually as a "Party" and collectively as the "Parties." 


RECITALS  



	A.
	Centurion
Exploration Company, LLC, has entered into a 2D and 3D Onshore/Offshore Master Seismic Data Participation and Licensing Agreement with Seitel Data, Ltd.
("Seitel"), effective as of August 11, 2003, attached hereto as Exhibit "A" (the "Master License Agreement"), and two Letter Agreements with Seitel, each dated October 2,
2003, attached hereto as Exhibits "A-1" and "A-2" and a third Letter Agreement dated May 4, 2004, attached hereto as Exhibit "A-3" (collectively, with the
Master License Agreement, the "Seitel Agreements"), whereby Centurion has a non-exclusive, non-transferable license to use certain geophysical data covering approximately
10,000 square miles onshore Gulf Coast (collectively, the "Seitel Data") to assist Centurion in identifying oil and gas properties for acquisition and development.



	B.
	Ellora
has agreed to pay Centurion one-half of Centurion's total cost to acquire the Seitel Data from Seitel, i.e., one-half of $2,500,000, in
furtherance of the Joint Venture established in Article II below.



	C.
	The
Parties wish to set forth in this Agreement the terms and conditions of the aforementioned Joint Venture. 



AGREEMENT  


        NOW, THEREFORE, in consideration of the premises, and the covenants and agreements hereinafter set forth, the Parties agree as follows: 


 
 

ARTICLE I
  
    Seitel Data    
    


        1.01    Ellora Payments.    Ellora agrees to pay Centurion Exploration
Company, LLC, one-half of Centurion Exploration Company, LLC's total cost of $2,500,000 to acquire the Seitel Data, i.e., $1,250,000. Such payments shall be made by
wire transfer to Centurion Exploration Company, LLC, as follows: 



	(i)
	$750,000
on or before August 13, 2004;



	(ii)
	$250,000
on or before February 15, 2005; and



	(iii)
	$250,000
on or before August 15, 2005. 






        1.02    Geophysical Assistance.    In addition to the payments referred to in
Section 1.01, Ellora agrees to provide Centurion with the services of a geophysicist who is an Ellora employee (the "Geophysicist"), initially Rick Johnson, to assist Centurion in
interpreting and reprocessing the Seitel Data in order to generate the Prospects referred to in Section 2.02 below. Centurion agrees to provide the Geophysicist with suitable office
accommodations and the necessary computer and other equipment for him or her to perform such services at Centurion's Houston, Texas, offices at no cost to 







 

Ellora.
Ellora agrees to pay the Geophysicist's salary and related benefits and any other direct costs and expenses associated with his or her employment while the Geophysicist is assigned
to Centurion. 


        1.03    Access to Centurion's Management and Operations.    Whether or not Ellora elects
to participate in a Prospect pursuant to Section 2.03 below, Centurion will provide the Geophysicist and other Ellora representatives, during normal business hours, the opportunity to discuss
with its management and technical personnel the Seitel Data and other geophysical, geological, engineering, land and other data in Centurion's possession and to participate in Centurion's
day-to-day operations and activities. 


        1.04    Seitel Agreements.    Ellora, for itself and for its affiliated companies and
their respective directors, officers and other employees, including the Geophysicist, agrees to comply with all of the terms and conditions of the Seitel Agreements, including, but not limited to, the
confidentiality and other covenants pertaining to the Seitel Data set forth in such Seitel Agreements. 


 
 

ARTICLE II
  
    Joint Venture    
    


        2.01    Formation of Venture.    The Parties hereby create a venture (the "Joint
Venture") to acquire oil and gas properties and to explore for, develop and market the hydrocarbon reserves in and under such properties, subject to the terms and conditions set forth herein. 


        2.02    Prospects.    Through the use of the Seitel Data and/or other data, Centurion
will identify oil and gas properties (individually, a "Prospect" and collectively, the "Prospects") it proposes the Parties acquire and develop in furtherance of the Joint Venture. All Prospects
generated by Centurion during the term hereof, whether or not they are based on information derived from the Seitel Data, shall be subject to this Agreement. When Centurion generates a Prospect, it
will present such Prospect to Ellora with all of the information in its possession that is legally permitted to disclose concerning the Prospect (a "Prospect Proposal") to enable Ellora to make
a determination whether it wishes to participate in such Prospect pursuant to Section 2.03 below. A Prospect Proposal shall include the following information: 



	(i)
	a
map and/or plat establishing the geographic boundaries of the Prospect;



	(ii)
	a
geologic/geophysical summary setting forth potential hydrocarbon bearing zones and horizons, a proposed initial drilling location and additional potential drilling
Iocations;



	(iii)
	any
third party agreements pertaining to the Prospect, e.g., farmin and farmout agreements, bottom hole or dry hole agreements, confidentiality agreements,
seismic license agreements, operating, unit or pooling agreements;



	(iv)
	the
gross amount of working interest that Centurion proposes to acquire in the Prospect on behalf of itself and its partners (the "Prospect Working Interest");
that portion of the Prospect Working Interest Centurion proposes to bear in the Prospect on an eight-eighths basis ("Centurion's Working Interest"), such amount not to exceed 50% of the Prospect
Working Interest; and the difference between the Prospect Working Interest and Centurion's Working Interest ("Available Working Interest"); and



	(v)
	a
summary of all Prospect Costs (as defined in Section 2.05 below) associated with the Prospect, other than the costs to drill wells on the Prospect that
will be reflected in Authorizations for Expenditure ("AFE Costs") submitted when each well is drilled, together with an actual AFE for the AFE Costs to drill the initial well in the Prospect to
casing point and to complete it into the tanks or line. 



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        2.03    Election to Participate.    Ellora shall have either (i) ten
(10) business days or (ii) one-half of the time provided to Centurion from an outside third party if such third party has limited Centurion's election period to a time less
than twenty (20) business days, from the date it receives a Prospect Proposal to provide Centurion with written notification as to (i) whether it elects to participate in such Prospect
and (ii) if it elects to participate, the percentage of its working interest participation not to exceed the Available Working Interest ("Ellora's Working Interest"). If Ellora elects to
participate in the Prospect, it shall agree to pay Centurion either the "Promote" or "Generation Fee" referred to in Section 2.04 below with respect to such Prospect. 


        If
Ellora elects not to participate in the Prospect or if it elects to participate for less than all of the Available Working Interest, Centurion may itself participate for the remaining
Available Working Interest, or it may elect to have a third party or parties acquire all or a portion of such remaining Available Working Interest. Any "promote" paid Centurion by such third party for
such remaining Available Working Interest shall be retained by Centurion. 



        2.04    Generation Fee; Promote.    Ellora shall pay Centurion either a "Generation Fee"
or a "Promote" for each Prospect in which it elects to participate, as follows: 



	(i)
	if
the Prospect involves the acquisition of PDP reserves, Ellora shall pay Centurion, as a generation fee, the greater of: (a) $75,000; or (b) 1% of the
purchase price to be paid to acquire the entire Prospect Working Interest, reduced proportionally to Ellora's Working Interest (the "Generation Fee"). In such case, any drilling in the Prospect
shall be financed on a ""ground floor" basis, i.e., each Party shall pay its working interest share of the costs of drilling; or



	(ii)
	if
the Prospect does not involve the acquisition of PDP reserves, then Ellora shall pay Centurion a promote for the Prospect Costs associated with such Prospect and,
subject to Section 2.06 below, for the AFE Costs to drill the initial well on the Prospect to casing point, on a "third-for-a-quarter" basis
(the "Promote"), e.g., if Ellora elects to acquire 50% working interest, it shall pay 662/3% of the Prospect Costs and the APE Costs to drill the initial well to casing
point defined in Section 2.05 below or, if it elects to acquire only 25% working interest, it shall pay 331/3% of such costs. 




        2.05    Prospect Costs.    Prospect Costs shall include all of the direct costs incurred
by the Parties with respect to a Prospect, other than AFE Costs, including, but not limited to, seismic costs (other than those provided for in Section 1.01 above), processing and reprocessing
costs, lease acquisition and other land related costs, etc. Centurion's overhead and general and administration costs shall not be included in Prospect Costs. 


        2.06    Promote Limitation.    Notwithstanding anything herein contained to the contrary,
in no event shall Ellora be required to pay a Promote for costs that exceed 120% of the costs to drill the initial well to casing point, reflected in the AFE referred to in Section 2.02(v)
above attributable to (i) Ellora's Working Interest, plus (ii) the additional costs it agreed to assume because of the Promote, so that Ellora's share of any costs in excess of 120% of
AFE Costs to drill the initial well and of AFE Costs to drill subsequent wells in the Prospect shall be paid on a ground floor basis, i.e., without applying the Promote. Further, in the event
the initial well is drilled to a depth at which there is encountered igneous rock, excessive heat or pressure, heaving shale, salt cavity, or some other condition or formation making further drilling
impossible or impractical with ordinary rotary methods prior to reaching the objective depth of the initial well, Ellora shall not be charged the Promote for costs incurred from the inception of such
well through its plugging and abandonment; however, the next well in which Ellora elects to participate (including a substitute well for the original initial well) shall be deemed to be the initial
well in the Prospect and Ellora shall bear the Promote as if it were the original initial well. 


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ARTICLE III
  
    Operating Agreement    
    


        The Parties shall enter into an operating agreement (the "Operating Agreement") for each Prospect in which they both elect to participate. 


        The
Operating Agreement shall be an AAPL 610-1982 model form operating agreement, and shall govern the rights and obligations between the Parties as to all operations in the
Prospect. The Operating Agreement shall designate the Prospect acreage as the Contract Area; shall designate one of the Parties as Operator; shall provide for a 200%/400% non-consent
penalty; shall call for a casing point election in each instance; shall have a term coincident with the life of the leases covered thereby; and shall contain such other provisions and/or exhibits as
are agreed to by the Parties. 


        If
the Prospect is subject to an operating agreement at the time it is acquired because of one or more third party participants, or if subsequent to the acquisition of the Prospect the
Parties enter into an operating agreement among themselves and a third party covering drilling and operations on a Prospect or on lands and leases which are pooled, unitized, or spaced with Prospect
acreage, then such other operating agreement shall supersede the Operating Agreement as to the rights and obligations of the Parties with respect to drilling operations governed by such other
operating agreement. During the teen of such other operating agreement, the Operating Agreement shall continue to govern the rights and obligations of the Parties as to the balance of the lands
included in the Prospect. At such time that the other operating agreement shall terminate, or any portion of the Prospect acreage is released therefrom, then the Operating Agreement shall again become
effective as to such acreage. 


 
 

ARTICLE IV
  
    Force Majeure    
    


        If either Party is rendered unable, in whole or in part, by force majeure to carry out its obligations under this Agreement, other than the obligation to make
money payments, such Party shall give the other Party prompt written notice of the force majeure event with reasonably full particulars concerning it; thereupon, the obligations of the Party giving
the notice, so far as they are affected by force majeure, shall be suspended as to that particular activity or operation during, but no longer than, the continuance of the force majeure event. The
affected Party shall use all reasonable diligence to remedy the force majeure event as quickly as practicable. 


        The
requirement that any event of force majeure shall be remedied with all reasonable dispatch shall not require the settlement of strike, lockouts, or other labor difficulty by the
Party involved, contrary to its wishes; how all such difficulties shall be handled shall be entirely within the discretion of the Party concerned. 



        The
term "force majeure," as herein employed, shall mean an act of God, strike, lockout, or other industrial disturbance, act of the public enemy, war, blockade, public riot, lightning,
fire storm, flood, explosion, governmental action, governmental delay, restraint or inaction, unavailability of equipment, and any other cause, whether of the kind specifically enumerated above or
otherwise, which is not reasonably within the control of the Party claiming suspension. 


 
 

ARTICLE V
  
    Term    
    


        This Agreement shall have an initial term of three years from the Effective Date, i.e., from June 1, 2004, to May 31, 2007, and it shall be
automatically extended on a year-to-year basis thereafter unless either Party provides the other Party with written notice of termination not less than ninety (90) days
prior to the expiration of the initial term or of any annual extension thereof. 


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ARTICLE VI
  
    Termination of the Agreement    
    


        6.01    Events of Termination.    This Agreement may be terminated in the case of any of
the following events: 



	(i)
	by
mutual agreement of the Parties;



	(ii)
	by
either Party pursuant to Article V above; or



	(iii)
	by
either Party if the other Party is in material breach of any of its covenants and agreements contained herein. 




        6.02    Liabilities from Termination.    If this Agreement is terminated pursuant to
Section 6.01(i) or (ii) above, all obligations of the Parties under this Agreement shall terminate, and neither Party shall have any further liability to the other Party. If a Party
terminates this Agreement pursuant to Section 6.01(iii) above, such termination will be without prejudice to any claim which the non-breaching Party may have against the
other Party. 


        6.03    No Effect on Operating Agreements.    The termination of this Agreement pursuant
to this Article VI shall have no impact on Operating Agreements between the Parties that are then in effect unless a Party is in default under such Operating Agreement. 


 
 

ARTICLE VII
  
    Arbitration    
    


        7.01    Binding Arbitration.    At the request in writing ("Request for Arbitration") of
either Party, any action, dispute, claim or controversy of any kind now existing or hereafter arising between the Parties in any way arising out of, pertaining to or in connection with this Agreement
(a "Dispute") shall be resolved by binding arbitration in accordance with the terms hereof. Any Party may, by summary proceedings, bring an action in court to compel arbitration of
any Dispute. 


        7.02    Governing Rules.    Any arbitration shall be administered by the American
Arbitration Association (the "AAA") in accordance with the terms of this Article VII and the Commercial Arbitration Rules of the AAA. 



        7.03    Arbitrator.    Any arbitration shall be conducted before one arbitrator. The
arbitrator shall be a disinterested third party who is knowledgeable in the subject matter of the Dispute, selected by agreement between the Parties. If the Parties cannot agree on an arbitrator
within thirty (30) days after the Request for Arbitration, then either Party may request the AAA to select an arbitrator. The arbitrator may engage engineers, accountants or other consultants
that the arbitrator deems necessary to render a conclusion in the arbitration proceeding. 


        7.04    Conduct of Arbitration.    To the maximum extent practicable, arbitration
proceedings hereunder shall be concluded within sixty (60) days of the filing of the Dispute with the AAA. Arbitration proceedings shall be conducted in Houston, Texas. At the conclusion of the
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. Each Party agrees to keep all Disputes and arbitration proceedings strictly confidential except for disclosure of information required by law. 


        7.05    Costs of Arbitration.    All fees of the arbitrator and any engineer, accountant
or other consultant engaged by the arbitrator shall be paid one-half by each Party, unless otherwise awarded by the arbitrator. 


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ARTICLE VIII
  
    Miscellaneous Provisions    
    


        8.01    Amendment.    Any term or provision of this Agreement may be amended or
supplemented at any time by a writing executed by each of the Parties. 


        8.02    Entire Agreement.    This Agreement contains the entire agreement between the
Parties with respect to the subject matter referred to herein and supersedes all prior arrangements or understandings between the Parties with respect thereto. 



        8.03    Descriptive Headings.    Descriptive headings are for convenience only and shall
not control or affect the meaning or construction of any provision of this Agreement. 


        8.04    Notices.    All notices, consents, requests, instructions, approvals and other
communications provided for herein must be in writing (a) delivered in person, (b) transmitted by telex, telefax or other telecommunications mechanism or mailed by certified mail,
postage prepaid, as follows: 



	If to Centurion:	 	Centurion Exploration Company

10333 Richmond Avenue, Suite 800

Houston, Texas 77042

Attention: Nicola L. Maddox

Telephone: (281) 220-3300

Facsimile: (281) 220-3305

(E-mail: nmaddox@centurionexp. com)
	

If to Ellora:	
 	

Ellora Energy, Inc.

5480 Valmont, Suite 350

Boulder, Colorado 80301

Attention: T. Scott Martin

Telephone: (303) 444-8881

Facsimile: (303) 417-1000

(E-mail: tscott@elloraenergy.com)






or
to such other address as any Party hereto may from time to time designate in writing, delivered in like manner. Notice given by mail as set out above shall be deemed delivered when actually
received. E-mail addresses are provided for reference and information only. Notifications made exclusively by E-mail do not constitute proper notification under
this Agreement. 


        8.05    Successors and Assigns.    This Agreement shall be binding upon and shall inure
to the benefit of the Parties and their respective successors and assigns. The basis of this Agreement is the financial abilities and expertise of the Parties hereto and, therefore, this Agreement and
the rights and obligations set forth herein are not assignable, in whole or in part, by either Party unless the non-assigning Party consents to such assignment in writing, which consent
shall not be unreasonably withheld considering the above criteria. No assignment by a Party shall in any way diminish or otherwise adversely affect the rights, interests, or obligations of the
other Party. 


        8.06    Governing Law.    This Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of Texas. 


        8.07    Severability.    In the event any one or more of the provisions contained in this
Agreement or in any other instrument referred to herein shall, for any reason, be held to be invalid, illegal, or unenforceable, such illegality, invalidity, or unenforceability shall not affect any
other provisions of this Agreement. 


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        IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. 



	 	 	CENTURION EXPLORATION COMPANY
	

 	
 	

By:	

/s/  NICOLA L. MADDOX      
 Nicola L. Maddox

Executive Vice President
	

 	
 	
CENTURION EXPLORATION COMPANY, LLC
	

 	
 	

By:	

/s/  NICOLA L. MADDOX      
 Nicola L. Maddox

Executive Vice President
	

 	
 	
ELLORA ENERGY, INC.
	

 	
 	

By:	

/s/  T. SCOTT MARTIN      
 T. Scott Martin

President and CEO




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Exhibit "A"    
    


SEITEL
DATA                                         
                                    A Seitel, Inc. Company
 


 
 

2D & 3D ONSHORE/OFFSHORE MASTER SEISMIC
  DATA PARTICIPATION AND LICENSING AGREEMENT    
    


        This Agreement ("Agreement") is effective as of August 11, 2003, by and between the following respective
owner(s) or co-owner(s) of each data set licensed hereunder, as applicable, Seitel Data, Ltd., a Texas limited partnership, Seitel Data Corp., a Delaware corporation, Seitel
Offshore Corp., a Delaware Corporation, or Olympic Seismic Ltd., an Alberta, Canada corporation acting as agent for SEIC Trust, hereinafter collectively or individually referred to as
"Licensor", and Centurion Exploration Company LLC, Texas limited liability company, hereinafter
referred to as "Licensee." 


        Licensor agrees to acquire or has acquired and grants to Licensee a
non-exclusive, non-transferable license to use certain geophysical data delineated in various Supplemental Agreements to this Agreement which may be executed from time to time
in the form attached hereto as Schedule" 1 "by either Line Number, Program Name, Mileage or Square Mileage, Kilometer, Block, or 3D Program Name, as well as all related support documentation
(e.g., surveying data, surveyor's notes, driller's notes and observer's notes delivered to Licensee with the geophysical data), and all tape,
electronic and paper/physical copies of all or any part of the geophysical data or related support documentation, regardless of source. Such geophysical data, related support documentation and copies
are referred to collectively hereinafter as the "Data," LICENSOR HEREBY REPRESENTS AND WARRANTS THAT IT HAS THE EXCLUSIVE RIGHT AND AUTHORITY TO PROVIDE  LICENSEE WITH THE DATA, AND THAT IT WILL IN NO WAY BREACH ANY OBLIGATION IT HAS TO ANY OTHER PERSON OR ENTITY BY PROVIDING THE DATA TO  LICENSEE. LICENSOR
AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS  LICENSEE FROM AND AGAINST ALL CLAIMS, DAMAGES, LIABILITIES, AND JUDGMENTS BASED UPON OR ARISING OUT OF ANY BREACH BY
LICENSOR OF THE FOREGOING REPRESENTATION AND WARRANTY. This non-exclusive, non-transferable license to use the Data is made
subject to the terms and conditions provided below. 


I.



        Licensee acknowledges that the Data includes trade secrets, copyright protected confidential and proprietary information of  Licensor, and that Licensor's (and, as applicable,  Licenser's co-owners') title to and ownership rights in the Data shall at all times remain vested in  Licensor (and, as applicable, Licensor's co-owners). The Data may not be directly or
indirectly, by operation of law or otherwise, transferred to, disclosed to, shown to, sold to, traded to, disposed of, or otherwise made available to, any other person or entity other than  Licensee
except as specifically provided below in Section 111. Licensee agrees to take any and
all actions necessary to insure that its employees, representatives or agents do not violate the terms and conditions of this Agreement including, but not limited to, the limitations on access to the
Data provided below. In the event this Agreement is violated, Licensor will be entitled to all remedies available to it at law and in equity, including,
but not limited to, the specific remedies set forth in Sections III and XI below. Licensee recognizes that  Licensor, as owner or co-owner of the
Data, may enter into agreements with other parties to license the Data provided to  Licensee, and that Licensor is free to license, use, sell or in any
other manner dispose of the Data
upon such terms and conditions as Licensor may elect. 


II.



        LICENSEE AGREES THAT THIS LICENSE TRANSACTION IS MADE ON AN "AS IS, WHERE IS" BASIS.  LICENSOR DOES NOT WARRANT THE ACCURACY OR QUALITY OF THE DATA, AND ANY ACTIONS
TAKEN OR EXPENDITURES MADE BY  LICENSEE AS A RESULT OF EXAMINATION, EVALUATION OR INTERPRETATION OF THE DATA SHALL BE AT THE SOLE RISK, RESPONSIBILITY AND LIABILITY OF  LICENSEE, WITHOUT ANY RECOURSE TO LICENSOR. EXCEPT AS PROVIDED IN THIS AGREEMENT,  LICENSEE







 



FURTHER
AGREES THAT LICENSOR SHALL NOT BE LIABLE FOR ANY REPRESENTATIONS, CONDITIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, ANY CONDITION OR WARRANTY OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE DATA IS COMPLETE, WHOLLY ACCURATE, OR ERROR FREE. NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED HEREIN, LICENSOR SHALL IN NO EVENT BE LIABLE TO LICENSEE OR ANY THIRD PARTIES FOR
PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM OR ARISING OUT OF THIS AGREEMENT OR THE USE BY LICENSEE OR ANY THIRD PARTIES OF
THE DATA. 


        LICENSOR AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS LICENSEE FROM AND AGAINST ALL
CLAIMS, DAMAGES, LIABILITIES AND JUDGMENTS BASED UPON OR ARISING OUT OF FIELD OPERATIONS CONDUCTED BY LICENSOR OR ITS SUB-CONTRACTORS DURING
THE DATA ACQUISITION PROCESS. 


III.



        Licensee agrees that this license is personal, that the Data shall be for Licensee's
internal use only, and that the Data shall not be directly or indirectly, by operation of law or otherwise, transferred to, disclosed to, shown to, sold to, traded to, disposed of, or otherwise made
available to, any person or entity other than Licensee, except under the following conditions: 




A.    The
Data may be made available, shown, or a copy provided, to any person or entity solely for the purposes of reprocessing, analyzing, interpreting and/or creating derivative products
for Licensee, subject to the following: (1) such person or entity is not itself primarily engaged in the oil & gas exploration business;
(2) such person or entity acknowledges and agrees in writing, either generally or specifically, that the Data is the confidential, proprietary property, copyright and trade secret of  Licensor and
will not be transferred to, disclosed to, described to, shown to or used to benefit any other person or entity; (3) such person or
entity agrees in writing to be bound by the terms and conditions of this Agreement; (4) the period of time during which the person or entity has access to the Data is no longer than is
reasonably necessary for it to perform the work undertaken for Licensee; and (5) Licensee
provides reasonably detailed notice to Licensor of the provision and the return of any Data pursuant to this section (i.e., a description of the
Data provided, the identity and address of the person or entity to whom the Data is provided, and a copy of the terms signed by the person or entity), such notice to be provided within ten
(10) business days of that provision or return as the case may be. All derivative products and reprocessed Data will be owned by and will remain the property of  Licensor and shall be included in
the definition of "Data" as that term is used in this Agreement.  Licensee hereby grants to Licensor all right, title, and interest in and to all derivative
products and
reprocessed Data and Licensor hereby grants back Licensee a non-exclusive,
non-transferable license to all derivative products and reprocessed Data in accordance with the terms of this Agreement. As used herein, the term "derivative products" does not include  Licensee's
interpretations, maps or other work product prepared by it and based on the Data. 


B.    Such
portions of the Data as are directly related, in the reasonable opinion of Licensee, to a specific drilling prospect generated by  Licensee or to a
leasehold interest which Licensee desires to offer for potential sale may be shown by  Licensee at Licensee's
facilities to any person or entity, but not copied, separately analyzed or
manipulated for or by such person or entity, in order to interest such person or entity to enter into an agreement with Licensee to explore, operate,
develop or buy all or a portion of such drilling prospect or lease or for purposes of a "Change in Control" as defined in Article XI, but only if such person or entity acknowledges and agrees
in writing, either generally or specifically, that the Data is the 




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confidential,
proprietary property, copyright and trade secret of Licensor and will not be transferred to, disclosed to, described to, shown to or used
to benefit any other person or entity. Licensor and Licensee intend that  Licensee may show the applicable
portions of the Data to any person or entity for the limited purpose described above only in connection with a specific
drilling prospect of limited area or in connection with the potential sale of a specific leasehold interest or for the purposes of a Change of Control, but not to permit such person or entity to make
a regional interpretation of the Data or any portion thereof, and only after such person or entity agrees in writing that the Data is the confidential, proprietary property, copyright and trade secret
of Licensor and will not be disclosed to, described to, shown to or used to benefit any other person or entity. 



In
addition, Licensee may show the data to prospective financial investors, investment bankers, financial institutions, counsel, and similar third
parties for the purpose of securing financing of Licensee's business. 





        The
intent of this Agreement is to allow the Data to be used solely by Licensee for the purposes of analysis and interpretation in  Licensee's search for
hydrocarbon reserves. Licensee shall take all measures necessary to safeguard the
Data from unauthorized use or disclosure and, in any event, Licensee shall provide at least the same degree of care and control of the Data as  Licensee
exercises toward its own trade secret, proprietary, confidential and copyright protected information. Other than as set out above, the Data
shall remain in the physical possession of Licensee and will not be made available to any person or entity. At no time, under any circumstances, shall  Licensee receive any fee or value from any person or entity for any use of the Data, nor shall the Data at any time be displayed on the Internet or any
other publicly accessible media for any purpose. If this section of the Agreement is breached, in addition to all other remedies available to Licensor
at law or in equity, Licensee shall pay to Licensor as liquidated damages, and not as a penalty, an
amount equal to 150% of the original license fees paid for the Data (but not to exceed I00% of the total acquisition and processing costs for the data), within three (3) business days of
a written demand from Licensor. Upon such payment there shall be delivered to any other party who has been given access to the Data an agreement similar
in form and substance to this Agreement for the affected Data. Only upon full execution of that agreement shall the other party have any rights of use in and to the Data. 



        Licensee acknowledges, covenants and agrees that any breach of this Agreement by any consultant, agent, employee, representative, or other
advisor of Licensee, or by any prospective venture participant or prospective purchaser, or any of their respective consultants, agents, employees,
representatives or other advisors, shall be a breach of this Agreement by Licensee. 


IV.



        The
geophysical data will be gathered and processed by reputable geophysical contractors (and competent and experienced sub-contractors) selected at  Licenser's discretion, under the direction of
Licensor, using personnel, instrumentation, parameters and
techniques as are presently available. The standards of the industry will be followed regarding testing and calibration of instruments for accuracy and performance specifications. 


        Licensor agrees to make commercially reasonable efforts in locating the geophysical data as indicated on the specific map attached to each
Supplemental Agreement for any particular line or program. However, Licensor reserves the right to make program changes, deemed necessary by  Licensor, due
to permit, terrain or obstructions, which may affect field operations. Original
participants (as defined in Section V below) will be consulted regarding any major program change. In addition, acquisition of geophysical data (including,
without limitation, the scheduling of commencement and completion of operations) is subject to change, delay or cancellation depending upon weather conditions, availability of permits, environmental
considerations, action or inaction or other interference of governmental or other regulatory bodies, and any other condition beyond the 


3







 



sole,
commercially reasonable control of Licensor, including, without limitation, any occurrence of force-majeure, as defined in
Section XVIII, below. 


        The
geophysical data will be acquired using the parameters delineated in the specific parameter sheet attached to each Supplemental Agreement for any particular line or program, and
generally processed using the processing sequence outlined in the specific parameter sheet attached to each Supplemental Agreement, Licensor will make
such changes in both acquisition parameters and the processing sequence as it deems necessary or appropriate upon review of field tests and initial processing results to ensure the acquisition of
quality data. Original participants will be notified of any significant changes made in the acquisition parameters or processing sequence and shall be
allowed to review the tests and results of the proposed changes. 


V. 


        Licensees committing prior to completion of acquisition on any program or those reserving the right to purchase a license as a condition
of permit will be considered as Original participants in such program. 


        Delivery
of the processed data sections and/or tapes will be made either simultaneously to Original participants at a convenient,
pre-arranged location or by courier, hand delivery, or overnight delivery on the delivery date, if the participant so elects. 


        The
geophysical data may be delivered either in phases or as a complete program at Licensor's sole option. The data shall be delivered as
designated on the specific map attached to each Supplemental Agreement for each particular line, square mile, kilometer, block or program, unless terrain, permit limitations, or obstructions alter the
total line length or program area. 


        In
the event of a work in progress, when Licensor either itself or through third parties is in the process of acquiring or has committed
to expend and/or has expended monies and/or resources to acquire Data and Licensee undergoes a Change of Control as defined in Section XI, below,
before Licensor has acquired, processed or delivered the Data to Licensee under the terms of this
Agreement, then Licensee agrees to pay Licensor any fees contemplated for the Data and a
re-license fee of 50% of the original license fee for the Data, and may not elect to return the Data pursuant to Section XI, below. 


VI.



        Licensor shall retain original field tapes and support information, or equivalent, for a period of two (2) years from the date of
completion of data recording by Licensor. Licensee may purchase tape copies for data licensed hereunder
at prevailing rates. Licenser shall deliver such tapes within thirty (30) days from the date of request and/or approval of quote outlining
pricing and delivery. 


VII.



        Licensee will be invoiced, per the terms of Licensee's specific acquisition agreement, per
surface mile, square mile, kilometer or block acquired for all data gathered during any particular phase at rates, which may include permits, access fees, customary operational damages, and data
gathering and processing. 


        If  Licensor, in Licensor's reasonable judgment and at its sole discretion, is able to
complete only a portion of the data because of terrain, permit limitations or obstructions, Licensee will be invoiced only for that portion completed;
except, if permit limitations cause the shots and receivers to be redistributed rather than deleted, Licensee shall be invoiced in full. Permits, access
fees, and customary operational damages have been estimated at amounts as delineated in Licensee's acquisition agreement for any particular program.
Should the program square mileage average for permits, access fees, and customary operational damages exceed this amount, the additional cost will be shared proportionately 


4







 



by
the participants in that program. Excess costs for permits, access fees, and customary operational damages will be invoiced upon completion of each individual program. 


        As
consideration for a license to the Data, Licensee agrees to pay to Licensor in
U.S. Dollars (unless another currency is otherwise specified in the relevant Supplemental Agreement) no later than thirty (30) days from invoice date, the licensing fee delineated in the
specific Supplemental Agreement for the Data, plus reproduction, tape copying and shipping charges. Licensee shall remit all payments to the appropriate
one of the following: 





Seitel
Data, Ltd.

P. O. Box 4346, DEPT, 459

Houston, TX 77210-4346

Olympic Seismic Ltd.

1900, 407 2nd Street S.W.

Calgary, Alberta

Canada T2P 2Y3

Attention: Accounts Receivable 






        Any
outstanding balance not paid within the specified time limits shall bear interest, payable immediately by Licensee to  Licensor, at the maximum rate allowed
by applicable law, from the invoice date until paid in full. In the event  Licensor incurs costs or expenses in connection with the enforcement of this Agreement and collection of any amounts owing
hereunder,  Licensee hereby agrees to pay, in addition to any unpaid license fees and interest accruing thereon, all such costs and expenses of enforcement and
collection, including, without limitation, attorneys' fees. Payment of any invoice shall not prejudice the right of Licensee to challenge, dispute,
question or litigate any charges contained in any invoice regardless of whether such challenge, dispute, question or litigation arises before or after such payment; provided  Licensee, within one
(I) year following the date of such invoice, shall make and deliver to  Licensor at the above address written notice of objections to any charge or charges. In the event no such written notice is
received, the charges shall
be conclusively deemed valid. Any challenge to such charge or charges shall be limited only to payment or non-payment for data not delivered by  Licensor pursuant to its contractual obligations.



VIII. 


        This
Agreement shall replace and supercede all prior licensing agreements for data between Licensor and  Licensee or its predecessors as of the date of this
Agreement. This Agreement shall also replace and supercede all prior licensing agreements
(or other agreements granting Licensee access to data) between Licensee and any third party,
including any broker, to the extent those agreements cover data owned in whole or in part by Licensor (collectively the "Prior Agreements"). All such
Prior Agreements and licenses are hereby replaced by and merged into this Agreement. All data licensed to Licensee under the Prior Agreements and owned
by Licensor shall be referred to as the "Prior Data" and shall be included in the definition of "Data" as that term is used in this Agreement.  Licensor
hereby licenses to Licensee all Prior Data that is currently in the possession of  Licensee and confirms that such Prior Data is validly licensed under and
subject to the terms and conditions of this Agreement. Both  Licensor and Licensee agree that Prior Data is expressly subject to the terms and conditions of
this
Agreement and, in the event of any conflict in terms between any Prior Agreements and this Agreement, the terms of this Agreement (including Supplemental Agreements) shall control without exception.
This Agreement shall also replace and supercede all licensing agreements (or other agreements granting Licensee access to data) covering data
acquired by Licensor in the future (the "Future Data"). Thus, it is the intention of the parties that any data in  Licensee's possession, now or in the
future, and owned by Licensor, be governed by the terms of this
Agreement, which shall control in the event of any conflict in terms between this Agreement and any other agreement(s) relating to the Data, the Prior Data, or any Future Data. 


5







 


IX.



        Licensor has taken the position that the licensing of Data pursuant to this Agreement does not constitute a transaction on which
United States federal, state or local transaction taxes are imposed, including, but not limited to sales tax, use tax, or transfer tax. HOWEVER, IF ANY TYPE OF FEDERAL, STATE OR LOCAL
TRANSACTION TAXES ARE IMPOSED ON THIS TRANSACTION AT ANY TIME, LICENSEE HEREBY AGREES TO INDEMNIFY, REIMBURSE AND HOLD HARMLESS  LICENSOR FOR ANY LIABILITY
FOR SUCH TAX (OTHER THAN FEDERAL AND STATE INCOME TAXES), INCLUDING ANY INTEREST AND PENALTIES THEREON, OR ANY OTHER AMOUNTS
DETERMINED TO BE DUE AND OWING. 


X.



        This
Agreement, the Supplemental Agreements and the license to use the referenced Data shall terminate fifty (50) years from the execution date of this Agreement, but may be
extended by written mutual agreement of the parties. 


        The
license granted by this Agreement will, without notice, automatically terminate upon the Licensee: ceasing to carryon its business;
making an assignment for the general benefit of its creditors; proposing any form of financial reorganization because of insolvency with creditors; becoming subject to any bankruptcy proceedings or
any other proceedings or laws relating to its insolvency; or if a receiver, receiver and manager, trustee, custodian or similar agent is appointed or takes possession of all or substantially all of
the property or business of the Licensee. 



        Immediately
upon termination of the license granted by this Agreement, Licensee will return or cause to be returned to, or will destroy or
cause to be destroyed, the Data. Return or destruction of the Data shall be attested to by execution of a Verification of Return/Destruction of Data form in the form attached as Exhibit A. 


XI.



        Licensee may not sell, assign or otherwise transfer this Agreement, the Data (including Prior Data), or the license or any other rights or
obligations hereunder, in whole or in part, without the prior written approval of Licensor. A Change of Control (as defined below) constitutes
such a transfer, notwithstanding that the Change of Control may constitute an otherwise legal and valid corporate sale, merger, reorganization, combination, consolidation, or amalgamation. 


        A
"Change of Control" shall mean each of (a) the sale of all or substantially all of the stock or assets of Licensee (or its
ultimate parent company), (b) any merger, reorganization, combination, consolidation or amalgamation of Licensee (or its ultimate parent
company) with any other entity, and (c) the acquisition, directly or indirectly, by any person or entity, or by any group of persons or entities acting together, that are involved, directly or
indirectly, in whole or in part, in the business of exploring for or producing oil, gas or other minerals, of the power to direct or cause the direction of the management and policies of  Licensee
(or its ultimate parent company), whether through the ownership of voting securities, by contract or otherwise, including, without
limitation, the direct or indirect acquisition of 50% or more of the outstanding equity interests in Licensee (or its ultimate parent company).  Licensee agrees to provide prompt written notice to Licensor at the appropriate address listed in
Section XVII, below, in the event of a Change of Control or the entry by Licensee (or its ultimate parent company) into a publicly
discloseable agreement that will cause a Change of Control. This section shall apply even if Licensee continues to exist subsequent to the Change of
Control in essentially the same form in which it existed prior to the Change in Control. Upon entry by Licensee into a publicly discloseable agreement
that will cause a Change of Control, Licensee may either terminate the license granted under this Agreement and return the Data by the date of the
Change of Control, or may pay to Licensor a re-license fee of 50% of the original license fee for any Data not returned. The receipt by  Licensor of such
re-license fee shall constitute Licensor's written approval to 


6







 



the
transfer resulting from the Change in Control. Licensor acknowledges that Licensee is seeking third
party financing for its business and that as a result of entering into one or more financing agreements, the ownership of Licensee may in fact change.
At this time it is impossible to determine whether in such event a Change in Control might occur. Licensor also acknowledges that by entering into one
or more such financing arrangements, it maybe necessary to revise the entity structure of Licensee for tax, governance or other bona fide
business reason. Accordingly, any Change in Control of Licensee occurring as a result of such financing arrangements within one (1) year of the
execution of this Agreement shall not trigger Change in Control obligations set out above, and further, notwithstanding anything else contained in this Agreement to the contrary,  Licensee shall have the
one time right and option within the same one (1) year period to transfer (without triggering any termination provisions
or payment obligations) all of its rights and interests under this Agreement (including, without limitation, its license to Data) to an affiliate entity in which  Licensee owns as interest.




        In
the event the Data is to be returned, Licensor reserves the right to charge a daily fee payable by  Licensee to Licenser of one-half percent (.5%) per day
of the total license fee(s) originally paid for the Data or the unreturned portion of
the Data, for every day beyond the Change of Control that the Data or any portion of the Data is not returned. If the Data has not been returned in accordance with these provisions within ten
(10) days after the effective date of any Change of Control then, in addition to all other remedies available to Licensor at law and in equity,  Licensee shall pay to Licensor as liquidated damages, and not as a penalty, an amount equal to 150% the
original license fees for the Data, within three (3) business days of a written demand from Licensor. 


        In
the event the Data is to be returned, Licensee shall be required to execute a Verification of Return/Destruction of Data form in the
form attached as Exhibit A; Licensor also shall have the right, at its sole option, to inspect  Licensee's premises, computers, and workstations to
ensure the return is complete. A Change of Control will not result in the termination of this
Agreement or the charging of
additional fees if, in the case of a merger between Licensee and second party, the second party to the merger held, immediately prior to the merger and
pursuant to a separate license agreement between Licensor and the second party, a current license to the Data that is the subject of
this Agreement. 


        This
Section XI is specifically intended to supercede statutory provisions to the contrary, if any. 


XII.



        Data
licensed hereunder may be conveyed to a service company for reprocessing or storage, provided a written confidentiality agreement is obtained from such company prior to conveyance.  Licensee accepts full
responsibility for insuring that any Data conveyed hereunder remains confidential and is not made available to any
non-Licensee. Any print or film of any version of the Data must contain the following statement: 




"This
Data is trade secret, is owned by a Seitel entity and is licensed to Centurion Exploration
Company LLC (Licensee) under terms and conditions of a 2D & 3D Onshore/Offshore Master Seismic Data Participation
and Licensing Agreement which strictly limits the use of such Data. This Data shall be for Licensee's own internal use only, and shall not be shown,
sold, traded, disposed of, or otherwise made available to any party except under certain specific conditions delineated in such licensing agreement. Any unauthorized use or possession of this Data by
any party is 




XIII.



        The
terms of this Agreement shall be kept confidential by the parties hereto, and shall not be disclosed to any other person or entity, except as may be reasonably necessary in
connection with Licensee's efforts to secure financing or to administer this Agreement (e.g., disclosure in connection with permitted disclosures
of the Data pursuant to Section III, above), or as otherwise may be required by law. 


7







 


XIV.



        This
Agreement, as applied to the licensing of Data concerning properties in the United States, Mexico and the territorial waters of those countries shall be construed in
accordance with the laws of the State of Texas, and as applied to the licensing of Data concerning properties in Canada and its territorial waters shall be construed in accordance with the laws of The
Province of Alberta; all without giving effect to principles of conflicts of law. 



        The
parties agree that if, after the effective date of this Agreement, there are changes in laws or regulations (including the imposition of new laws) or in the interpretation or
application of laws or regulations, which in the reasonable opinion of Licensor adversely affect the benefits, rights or protections afforded  Licensor
either pursuant to the terms of this Agreement or by operation of law then, at Licensor's sole
request the parties shall enter into negotiations and execute an amendment to this Agreement that places Licensor in substantially the same position as
before the change of law. 


XV. 


        The
rights and remedies granted in this Agreement to Licensor in the event of default are cumulative and the exercise of any of those
rights and remedies shall be without prejudice to the enforcement of any other right or remedy including, without limitation, injunctive relief, specific performance, and any other right or remedy
available at law or in equity or authorized by this Agreement. 


        The
rights of each party hereto, whether granted by this Agreement or by law or equity, may be exercised, from time to time, singularly or in combination, and the waiver of one or more
of such rights shall not be deemed to be a waiver of such right in the future or any one or more of the other rights that the exercising party may have. Any right, and any breach of a term, provision
or condition of this Agreement by one party shall not be deemed to have been waived by the other party unless the waiver is expressed in writing and signed by an authorized representative of the
waiving party. The failure of either party to insist upon the strict performance of any term, provision or condition of this Agreement shall not be construed as a waiver or relinquishment in the
future of the same or any other term, provision or condition. 


        The
parties agree that any provision of this Agreement that is deemed to be or becomes void, illegal, invalid or unenforceable shall be severable herefrom and ineffective to the extent
of such voidability, illegality, invalidity or unenforceability, and shall not invalidate, affect or impair the remaining provisions of this Agreement. If and to the extent any court or governmental
authority of competent jurisdiction holds any provision of this Agreement to be invalid or unenforceable, the parties will negotiate in good faith to equitably adjust the provisions of this Agreement
with a view toward effecting its intended purposes; any such holding shall not affect the validity or effectiveness of the other provisions of the Agreement, which will remain in full force and
effect. No provision of this Agreement shall be construed to constitute Licensor as the agent, servant, or employee of  Licensee. The relationship of
Licensor to Licensee shall
be that of independent contractor. Licensee shall not have the right to control or direct the details of the work performed by  Licensor. Licensor shall furnish at its own expense, and risk, all labor, materials, equipment, tools,
and transportation and other items necessary in performance of the work covered herein. 


XVI.



        Licensor and Licensee agree that there are no understandings or agreements relative to
this Agreement that are not fully expressed herein or in the Supplemental Agreements. This Agreement including only any Supplemental Agreements sets forth the entire agreement between the parties and
supersedes all prior agreements, prior data licenses, understandings, and communications between the parties, whether oral or written. 


8







 


XVII.



        All
notices to be given pursuant to this Agreement shall be in writing and shall be deemed to be sufficiently given if delivered by overnight courier, in which case the notice shall be
deemed to have been received on the next business day after sending, or if delivered by hand to the representative named below, in which case the notice shall be deemed to have been received on the
date of delivery, or if sent by certified mail, return receipt request, in which case the notice shall be deemed to have been received on the date of receipt. Until written notice of change of address
given pursuant to this Section XVII, notices shall be addressed as follows: 



	(a)
	if
to Seitel Data, Ltd., Seitel Data Corp. or Seitel Offshore Corp. at:

10811 South Westview Circle Drive

Suite 100, Building C

Houston, Texas 77043

Attention: Robert J. Simon 




Phone:
(713) 881-8900

Fax: (713) 881-8901 



	(b)
	if
to Olympic Seismic at:

1900, 407 2nd Street S.W.

Calgary, Alberta

T2P 2Y3 



Attention:
Suzanne Bowden

Phone: (403) 5I5-2800

Fax: (403) 515-2822 



	(c)
	if
to Licensee, at:
 Centurion Exploration Company LLC

413 Lindenwood Drive

Houston, Texas 77024 





Attention:
Mr. Brian Ayers

Phone:
                                         
       

Fax:
                                         
             




XVIII. 


        Any
delay or failure to perform under this Agreement arising from a force majeure event as specified herein shall not be deemed to be a default and shall not put an end to this
Agreement, so that the same shall continue in suspense or part performance until such event shall have ceased. A force majeure event means: acts of God, earthquakes, fire, freezing, storm, tornados,
floods, hurricanes, or other actions of the elements, explosion, accident, malicious mischief, sabotage, insurrections, riot, strikes, lockouts, boycotts, picketing, labor disturbances, loss of power,
public enemy, war (declared or undeclared), rebellion, civil disturbance, compliance with any federal, state, or municipal law, or with any regulation, order, rule (including, but not limited to,
priority, rationing or allocation orders or regulation) of governmental agencies, or authorities or representatives of any government (foreign or domestic); total or partial failure or loss or
shortage of all or part of transportation or other facilities ordinarily available to and used by a party hereto in the performance of the obligations imposed by this Agreement, whether such
facilities are such party's own or those of others; or any cause, whether similar to or dissimilar from the causes herein enumerated, including without limiting the generality of the foregoing, any
breakdown, either total or partial, of Licensor's facilities for any cause whatsoever; provided, however, that all such causes are beyond the reasonable
control of the party claiming force majeure and the settlement of strikes or lockouts shall be entirely within the discretion of the party 


9







 



having
the difficulty and that even though the parties hereby agree that any force majeure shall be remedied as soon as practicable, the settlement of strikes or lockouts by acceding to the demands of
the opposing party when such course is inadvisable in the discretion of the party having difficulty shall not be required. This Section XVITI shall not relieve  Licensee from its obligations to make
any payments of amounts due and neither party's time for performance shall be extended for any event that is
reasonably in the control of that party. 


ACCEPTED AND AGREED TO THIS           15           DAY OF
              SEPTEMBER              ,
2003.



	Seitel Data, Ltd.	 	Centurion Exploration Company LLC
	
 By:	
 	

/s/  KEVIN P. CALLAGHAN      
 Kevin P. Callaghan	
 	

By:	
 	

/s/  BRIAN AYERS      
 Brian Ayers
	 	 	Authorized agent of

Seitel Delaware, Inc.,

its sole general partner	 	Title:	 	President





Please return one executed copy of this agreement to:




Seitel, Inc.

10811 South Westview Circle Drive

Suite 100, Building C

Houston, TX 77043

Attention: Dianne M. Henderson  




10













 
 

Exhibit "A"
  
  VERIFICATION OF RETURN/DESTRUCTION OF DATA    
    


Licensee, as defined in the 2D & 3D Onshore/Offshore Master Seismic Data Participation and Licensing Agreement ("Agreement") effective as of
hereby represents, warrants and verifies to Licensor, as defined in the Agreement, that all Data, as defined in the Agreement (including any Data
provided to any other person or entity in accordance with the terms of the Agreement), has been returned to Licensor
[destroyed]. Specifically, as of the date of this Verification, all Data has been completely removed from the computer systems, files, offices,
warehouses, or other locations within the possession, custody or control of Licensee. In addition, all references to the Data have
been [returned/destroyed], by permanently deleting or otherwise permanently eliminating them from all computers, files, storage
facilities, and any and all other paper, electronic, digital or other forms of media within the possession, custody or control of Licensee. 


Licensee acknowledges and agrees that Licensor is relying on this Verification of Return of Data as
confirmation that Licensee is not retaining any Data in any form and, further, as Licensee's
acknowledgment that retaining any Data would entitle Licensor to liquidated damages as provided in the Agreement as well as all other remedies available
to Licensor at law or in equity. 


Verified
this                     day of
                                      , 2003.
 



	 	 	By:
	

 	
 	

Print Name:
	

 	
 	

Company and Title:









 
 

ONSHORE 3D    
    


 
 

SCHEDULE "1"
  
  Supplemental Agreement to a
  2D & 3D Onshore/Offshore Master Seismic Data Participation and Licensing Agreement
  between
  Seitel Data, Ltd.
  and
  Centurion
Exploration Company LLC
  Dated
  August 11, 2003    
    


Centurion Exploration Company LLC agrees to license square miles of 3-D geophysical data acquired by Licensor as delineated by area
and mileage and at rates as specified below, under terms and conditions of the 2D&3D Onshore/Offshore Master Seismic Data Participation and Licensing Agreement to which this supplemental agreement is
attached and made a part thereof. 



	Area
 
	 	Committed

Mileage
	 	Cost/Sq

Mile
	 	Total

Cost
	 	Est. Permit, Access Fees and

Customary Operational Damages

Cost/Sq. Mile

	
 	
 	

 	
 	

 	
 	

 	
 	

 





(does
not include normal and customary reproduction charges or field tape copy charges) 


Product Format Requested  


Raw
Stacked Data Volume (SEG-Y tape)
                                        




Raw
Migrated Data Volume (SEG-Y tape)
                                        



Noise
Reduced Migrated Data Volume (SEG-Y tape)
                                        



Filtered
Migrated Data Volume (SEG-Y tape)
                                        




Velocity
Data Card Image
Tape                                        
 


Billing
Address: Centurion Exploration Company LLC


Delivery
Address: SAME 


ACCEPTED AND AGREED TO THIS                    DAY OF
                                      ,
2003.



	Seitel Data, Ltd.	 	Centurion Exploration Company LLC
	

By:	

    
	
 	

By:	

    

	 	Robert J. Simon

Authorized agent of

Seitel Delaware, Inc.,

its sole general partner	 	 

Title:	    






Please return one executed copy of this agreement to:




Seitel Data, Ltd.

10811 South Westview Circle Drive

Suite 100, Building C

Houston, TX 77043

Attention: Marcia J. Nouls  













  
 

    OFFSHORE 3D    
    


 
 

SCHEDULE "1"
  
  Supplemental Agreement for 3-D Seismic Data Acquisition to a
  2D & 3D Onshore/Offshore Master Seismic Data Participation and Licensing Agreement
  between
  Seitel Data,
 Ltd.
  and
  Centurion Exploration Company LLC
  Dated
  August 11, 2003    
    



Centurion Exploration Company LLC agrees to license area of 3-D geophysical data to be acquired by
Licensor as delineated by area and blocks and at rates as specified below, under terms and conditions of the 2D&3D Onshore/Offshore Master Seismic Data Participation and Licensing Agreement to which
this supplemental agreement is attached and made apart thereof. 



	Area
 
	 	Committed Area
	 	Total Cost

	Area	 	00,000 Blocks	 	$





(does
not include normal and customary reproduction charges or field tape copy charges) 


Product Format Requested  


Raw
Stacked Data Volume (SEG-Y tape)
                                        




Raw
Migrated Data Volume (SEG-Y tape)
                                        



Noise
Reduced Migrated Data Volume (SEG-Y tape)
                                        



Filtered
Migrated Data Volume (SEG-Y tape)
                                        




Velocity
Data Card Image
Tape                                        
 


Billing
Address:    Centurion Exploration Company LLC


ACCEPTED AND AGREED TO THIS                    DAY OF
                                      , 2003.




	Seitel Data, Ltd.	 	Centurion Exploration Company LLC
	

By:	

    
	
 	

By:	

    

	 	Robert J. Simon

Authorized agent of

Seitel Delaware, Inc.,

its sole general partner	 	Title:	    






Please return one executed copy of this agreement to:  




Seitel Data, Ltd.

10811 South Westview Circle Drive

Suite 100, Building C

Houston, TX 77043

Attention: Dianne Henderson  













  
 

    2D ONSHORE & OFFSHORE    
    


 
 

SCHEDULE "1"
  
  Supplemental Agreement to a
  2D & 3D Onshore/Offshore Master Seismic Data Participation and Licensing Agreement
  between
  Seitel Data, Ltd.
  and
  Centurion
Exploration Company LLC
  Dated
  August 11, 2003    
    



Centurion Exploration Company LLC agrees to license 00.000 miles of data owned proprietarily by  Licensor as delineated by Line Number and Station
Number and at rates as specified below, under terms and conditions of the 2D&3D Onshore/Offshore
Master Seismic Data Participation and Licensing Agreement to which this exhibit is attached and made a part thereof. 


Program:    Program
Name 



	Line Number
 
	 	Stations
	 	Mileage

	
 	
 	

 	
 	

 





LICENSE COST          $0000.00/mile × 00.000 miles = $  


(does not include normal and customary reproduction charges or field tape copy charges) 


Billing
Address:    Centurion Exploration Company LLC


Delivery
Address: 


ACCEPTED AND AGREED TO THIS                    DAY OF
                                      , 2003.
  



	Seitel Data, Ltd.	 	Centurion Exploration Company LLC
	

By:	

    
	
 	

By:	

    

	 	Robert J. Simon

Authorized agent of

Seitel Delaware, Inc.,

its sole general partner	 	Title:	    






Please return one executed copy of this agreement to:




Seitel Data, Ltd.

10811 South Westview Circle Drive

Suite 100, Building C

Houston, TX 77043

Attn:  













  
 
ONSHORE 3D    
    


 
 

SCHEDULE "1"
  
  Supplemental Agreement to a
  2D & 3D Onshore/Offshore Master Seismic Data Participation and Licensing Agreement
  between
  Seitel Data, Ltd.
  and
  Centurion
Exploration Company LLC
  Dated
  August 11, 2003    
    



Centurion Exploration Company LLC agrees to license  square miles of 3-D geophysical data acquired by
Licensor as delineated by area and mileage and at rates as specified below, under terms and conditions of the 2D&3D Onshore/Offshore Master Seismic Data Participation and Licensing Agreement to which
this supplemental agreement is attached and made a part thereof. 



	Area
 
	 	Committed

Mileage
	 	Cost/Sq

Mile
	 	Total Cost

	
 	
 	

 	
 	

 	
 	

 





(does
not include normal and customary reproduction charges or field tape copy charges) 


Product Format Requested  


Raw
Stacked Data Volume (SEG-Y tape)
                                        




Raw
Migrated Data Volume (SEG-Y tape)
                                        



Noise
Reduced Migrated Data Volume (SEG-Y tape)
                                        



Filtered
Migrated Data Volume (SEG-Y tape)
                                        




Velocity
Data Card Image
Tape                                        
 


Billing
Address:    Centurion Exploration Company LLC


Delivery
Address:    SAME 


ACCEPTED AND AGREED TO THIS                    DAY OF
                                      ,
2003.
 



	Seitel Data, Ltd.	 	Centurion Exploration Company LLC
	

By:	

    
	
 	

By:	

    

	 	Robert J. Simon

Authorized agent of

Seitel Delaware, Inc.,

its sole general partner	 	Title:	    






Please return one executed copy of this agreement to:




Seitel Data, Ltd.

10811 South Westview Circle Drive

Suite 100, Building C

Houston, TX 77043

Attn:  















 
 

Exhibit "C"
  Reproduction and Tape Copy Charges    
    


Post-stack Reproduction Costs (Minimum $250.00 charge)

$0.0045 per trace + media cost 









 
 

Exhibit "A-1"    
    



	SEITEL DATA	 	A Seitel, Inc. Company




Contract #: B-03-10-003 REP 


October 2,
2003 


Centurion
Exploration Company LLC

413 Lindenwood

Houston, Texas 77024 


Attn:
Mr. Brian Ayers 


	RE:
	Library
Card Purchase Agreement

3D Onshore Texas and Louisiana and

3D Offshore Gulf of Mexico 



Dear
Mr. Ayers: 


        Pursuant
to your recent conversation with Mr. Eddie Pharr regarding the interest of Centurion Exploration Company LLC in purchasing a non-exclusive license to
certain geophysical data 100% owned or controlled by Seitel Data Ltd. located in Texas and Louisiana and Offshore Gulf of Mexico, we are pleased to present the following proposal. 


	1.
	Seitel Data Ltd. (hereinafter called "SDL") will allow Centurion Exploration
Company LLC (hereinafter called "CENTURION") to purchase a non-exclusive license to certain geophysical data to be selected from that
100% owned or controlled by SDL, provided CENTURION commits to such purchase under the terms and
conditions specified in paragraphs 2-11 below before 4:00 PM on March 30, 2004. At such time, this offer will
expire and the terms delineated herein will then be subject to change by SDL, in its sole discretion.



	2.
	SDL will allow CENTURION to purchase a non-exclusive license to data with a
value up to $2,000,000.00 to be selected from those data sets listed on Exhibit "A.1" and "A.2", at rates, excluding normal and customary reproduction,
shipping, handling, and tape copy charges, of $400.00 per square mile for 3D onshore data located in Texas and Louisiana or  $4,000.00 per OCS block located
in the Gulf of Mexico, or a total license fee of $2,000,000.00. Such data may be specifically selected at
CENTURION's discretion, but final selection must be completed on or before December 30, 2006. All
data sets listed on Exhibit "A" shall be available to CENTURION on an immediate and unconditional basis upon execution of this agreement, unless
otherwise noted on Exhibit "A.1" and but will not be delivered to CENTURION until requested. SDL may,
during the term of this agreement, but shall be under no obligation to, add data to its 100% owned data base. In the event such data is added, SDL will
also make available to CENTURION any such data not in a proprietary period, which becomes available to the general industry, during the term of
this agreement. 



CENTURION agrees to accept an invoice for said purchase before March 30, 2004 and to make payment
to SDL as follows: 



$1,000,000.00 payable within six months of execution
 $500,000.00 payable within twelve months of execution
 Final payment of
$500,000.00 payable within eighteen months of execution 




Such
payments are non-cancelable and non-refundable. 








 
	3.
	Minimum
selections must be made according to the following schedule:



	(i)
	$500,000.00 within six months of execution.



	(ii)
	$1,000,000.00 cumulatively within twelve months from execution



	(iii)
	$1,500,000.00 cumulatively within eighteen months from execution



	(iv)
	$2,000,000.00 cumulatively on or before December 30, 2006.


 



	4.
	 CENTURION agrees to execute a supplement in the form of Exhibit "B" to its existing Seitel 2D & 3D Onshore/Offshore Master Seismic Data Participation and
Licensing Agreement ("Master Licensing Agreement") for all data received under the terms of this agreement. The terms of the  Master Licensing Agreement
shall govern and control CENTURION's use of the data and any disputes arising
therefrom; provided, that to the extent there is a conflict between the terms of this agreement and the Master Licensing Agreement, the terms of this
agreement will govern and control with respect to such conflict. 



The
license period for all data available under the terms of this agreement shall begin on the date of this agreement. 



	5.
	Copies
of any data selected shall be made and delivered to CENTURION only at CENTURION's
request. CENTURION agrees to pay all normal and customary reproduction, shipping, handling, and tape copy charges on all data received under the terms
of this agreement except that SDL shall invoice CENTURION at a discount of twenty-five
percent (25%) from the reproduction and tape copy charges listed on Exhibit "C". CENTURION will be invoiced separately for all normal and customary
shipping and handling charges for all data received under the terms of this agreement, with payment due within thirty (30) days of receipt of each particular invoice.



	6.
	Except
as permitted under the Master Licensing Agreement, CENTURION agrees not to show
this agreement to or to discuss the specific terms and conditions of this agreement with anyone not an employee of CENTURION
or SDL.



	7.
	CENTURION shall have the option to purchase additional square mileage in 1,000.000 square mile minimum increments, at rates
(excluding normal and customary reproduction, shipping, handling, and tape copy charges at the rates set out above) of $400.00 per square mile, or a total license fee per minimum increment of
$400,000.00. CENTURION shall also have the option to purchase additional OCS blocks in 50.000 OCS block minimum increments, at rates (excluding
normal and customary reproduction, shipping, handling, and tape copy charges as set out above), of $4,000.00 per OCS block, or a total license fee per minimum increment of
$200,000.00. CENTURION will be invoiced separately for any additional data licensed hereunder with payment due within thirty (30) days of invoice
receipt. Such payment(s) are non-cancelable and non-refundable. These options are available to CENTURION  until December 30, 2006.



	8.
	In
addition to the compensation discussed in clause 2, should CENTURION acquire an equity interest (lease, farm-in,
farm-out, etc.) in a mineral position within the geographic confines of the data licensed under this agreement, within ten (10) years from the effective date of this agreement,  CENTURION shall
notify SDL of such acquisition with ninety (90) days of the acquisition, and
further compensation shall be delivered to SDL as follows:



	•
	SDL shall own and there shall be vested in it, expressly limited to those lands and leases located within the geographic
confines of the data licensed under this agreement, one of the following, as an overriding royalty or "ORRI":



	1.
	An
undivided five percent (5%) of the oil and gas produced from the lands covered by any oil and gas lease which grants CENTURION the
right to receive an amount equal to or greater than 80% of the oil and gas produced from the lands covered thereby; or 








2







 


	2.
	An
undivided four percent (4%) of the oil and gas produced from the lands covered by any oil and gas lease which grants to CENTURION the
right to receive an amount equal to or greater than 77.5% but less than 80% of the oil and gas produced from the lands covered thereby; or



	3.
	An
undivided two percent (2%) of the oil and gas produced from the lands covered by any oil and gas lease which grants to CENTURION the
right to receive an amount less than 77.5% of the oil and gas produced from the lands covered thereby. 





If
any such lease described above covers less than the entire mineral fee estate in any of the lands covered thereby, such overriding royalty, as to such land, shall be reduced to the proportion
thereof which the undivided mineral interest covered by such lease bears to the entire mineral fee estate, and with the further provision that if  CENTURION acquires only an undivided interest in a lease
such overriding royalty shall be further reduced the proportion thereof which is equal to the
undivided interest so acquired by CENTURION in such lease. In the event CENTURION acquires or causes to
be acquired the full 8/8ths working interest in leases within a prospect generated and marketed by CENTURION, the overriding royalty vested in  SDL shall
not be proportionately reduced and shall burden the entire 8/8ths working interest. 


For
the purposes of determining CENTURION's net revenue interest attributable to its working interest in any such well, all royalties, overriding
royalties, production payments and other burdens, whether of record or provided by contract, shall be considered. This ORRI shall be permanently assigned to  SDL no later than thirty (30) days after
such well is completed as a commercial producer or  CENTURION receives its assignment of the lease(s) from a third party, if applicable, whichever date is the later. Should  SDL desire to do so, such ORRI shall be transferable or saleable to one or more third parties, subject to the preferential right of  CENTURION herein reserved to match
any agreed sale price in a bona fide transaction between SDL
and one or more outside third parties upon receipt by CENTURION of written notice of the pending sale, including a copy of the signed agreement, all
related documents, and all other pertinent terms of the sale. CENTURION shall have ten (10) days from receipt of such written notice and
materials to elect in writing whether or not to acquire such ORRI on the same terms. If CENTURION does elect to acquire such ORRI, closing shall occur
within thirty (30) day of such affirmative election. 


	•
	Notwithstanding
the above, should CENTURION purchase or farm-in existing production, then  CENTURION will owe no ORRI to SDL
as to those lands and/or formations within any proved developed and/or
proved undeveloped reservoirs identified by one or more previous owners and confirmed by an independent third-party reserve report; however, the ORRI shall apply to all other lands and formations
located within the geographic confines of the data licensed under this agreement. In lieu of the ORRI on the proved developed and/or proved undeveloped reservoirs acquired by  CENTURION, for each such
purchase or farm-in having a price or value in the aggregate in excess of $500,000.00,  CENTURION agrees to pay SDL the sum of $50,000.00 within thirty
(30) days of consummation of such
acquisition. 




Subject
to the terms and provisions of any Operating Agreements or other contracts restricting its right to provide certain information to third parties,  CENTURION agrees to provide SDL, on a confidential basis, with its drilling activity reports for wells
in which SDL has an ORRI on a quarterly basis beginning with CENTURION's first quarter of operations.
This information will be provided via telephone facsimile to Robert Simon or Eddie Pharr at (713) 881-8901. Upon request, SDL agrees
to execute such Confidentiality Agreement(s) as CENTURION may reasonably request so as to maintain the confidentiality of all such information. 



	9.
	SDL shall allow CENTURION, at its sole expense, to reprocess the data licensed hereunder
at a processor of its choice and to use the reprocessed data. A copy of the reprocessed data shall be 


3







 

provided
to SDL, by CENTURION, at no cost to SDL,
provided after a six month exclusive use period, SDL elects to take possession of a copy of the reprocessed data. 



	10.
	CENTURION may provide all or some portions of the data to third party independent consultants who engage in reprocessing and/or
interpretation with the objective of identifying drillable prospects. In the event that a consultant generates a prospect whereby CENTURION elects not
to participate, then the consultant generated prospect shall be burdened by the ORRI referenced in clause 8 above. If CENTURION does elect to
participate in a consultant generated prospect, the ORRI shall be on CENTURION's and its partners' interest only. Any such third party consultants must
first execute confidentiality agreements binding them to the same terms and conditions of confidentiality established herein for CENTURION.



	11.
	CENTURION shall have the option until June 30, 2007 to purchase one non-exclusive license for a partner ("Partner's
License") to the data licensed under the terms of this agreement, at the following rates: 




Onshore—Texas
$15,000.00 per square mile Onshore—Louisiana $20,000.00 per square mile 


Offshore—GOM
$35,000,00 per block 




These
rates exclude normal and customary reproduction, shipping, handling and tape copy charges. CENTURION must notify  SDL in writing prior to June 30, 2007
should it elect to purchase an additional license for a partner. At such time of notification,  CENTURION must reveal to SDL the designee of the Partner's
License.  CENTURION shall be invoiced separately for the purchase of the Partner's License with payment(s) due within thirty days of invoice receipt.
 


CENTURION's Partner must execute SDL's 2D & 3D Onshore/Offshore Master Seismic Data Participation
and Licensing Agreement ("Master Licensing Agreement") and Supplement in the form of Exhibit 'D' for all Data received under the terms of this
agreement. The terms of the Master Licensing Agreement shall govern and control CENTURION's Partner's
use of the Data and any disputes arising therefrom: provided, that to the extent there is a conflict between the terms of this agreement and the Master Licensing Agreement, the terms of this agreement
will govern and control with respect to such conflict. 




        Should
you be in agreement with the terms and conditions delineated above, please indicate so by signing in the space provided below and returning one fully executed copy
to SDL. 


        Thank
you for your consideration of this proposal. Should you have any questions, please feel free to contact Mr. Robert Simon, Mr. Kevin Callaghan, or Mr. Eddie
Pharr at (713) 881-8900. 


Respectfully,




	Seitel Data Ltd.	 
	
 /s/  ROBERT J. SIMON      
 Robert J. Simon

Authorized agent of Seitel Delaware, Inc.,

its sole general partner	

 





RJS:mn

H:\SDL\ MARCIA1CONTRACTODON\Centur onB-03-10-003Q1-2004.DOC

2/9104 Rev: 1 


4







 

        As
of the date below, CENTURION agrees to purchase a license to certain geophysical data under the terms of
Paragraphs 1—11 above. 


ACCEPTED AND AGREED TO THIS           18           DAY OF
                 FEBRUARY                 ,
2004.


        CENTURION EXPLORATION COMPANY LLC



	By:	/s/ Brian K. Ayers
	 
	Name:	Brian K. Ayers
	 
	Title:	President
	 





Attachments:




	Exhibit: "A.l"	Listing of SDL 100% owned or controlled Texas and Louisiana 3D Onshore Data
	Exhibit "A.2"	Listing of SDL 100% owned or controlled Gulf of Mexico 3D Offshore Data
	Exhibit "B"	Schedule 1 to existing Master Licensing Agreement
	Exhibit "C"	Reproduction and Tape Copy Charges
	Exhibit "D"	Partner's Master Licensing Agreement




5









 
 

Exhibit "A.1"
  
  Listing of 100% Owned or Controlled SDL Data
  3D Onshore Texas and Louisiana    
    



	LOUISIANA

Survey Name
 
	 	Month Available
	 	Survey Square Mileage
	 	Vintage
	 	Comments

	Abbeville	 	Oct-01	 	55.956	 	Jun-96	 	 
	Andrew/Parcperdue	 	Dec-98	 	178.028	 	Dec-97	 	 
	Avondale	 	Apr-03	 	111.719	 	Sep-01	 	 
	Bayou Choctaw	 	Oct-00	 	39.860	 	Jul-95	 	 
	Bayou des Glaises	 	Oct-00	 	53.288	 	Jul-95	 	 
	Bayou Gentilly	 	Mar-01	 	48.375	 	Nov-96	 	 
	Bayou Gentilly Extension	 	Apr-03	 	8.000	 	Nov-96	 	 
	Bayou LaFourche	 	Sep-00	 	14.486	 	Nov-96	 	 
	Bayou Prudeaux	 	Nov-98	 	31.933	 	Feb-96	 	 
	Bayou Teche	 	Mar-01	 	24.436	 	Jul-94	 	 
	Bear Creek	 	Mar-01	 	33.450	 	Nov-99	 	 
	Beech Grove	 	Oct-01	 	79.000	 	Jul-96	 	Limited Product

Availability
	Belle Isle	 	Apr-02	 	57.000	 	Dec-91	 	Limited Product

Availability
	Black Bayou	 	Dec-99	 	224.146	 	Jan-98	 	 
	Bosco	 	Jul-99	 	27.000	 	Mar-95	 	 
	Boure	 	Mar-99	 	174.948	 	Aug-98	 	 
	Brilliant Point	 	Jul-03	 	18.620	 	Jul-02	 	 
	Broussard	 	Nov-94	 	52.145	 	Jan-94	 	 
	Buck Point	 	Mar-02	 	30.816	 	Feb-95	 	 
	Catahoula	 	Dec-99	 	81.360	 	Jan-99	 	 
	Chacahoula	 	Aug-02	 	14.048	 	Jun-96	 	 
	Chauvin	 	Oct-02	 	68.857	 	Dec-95	 	 
	Church Point	 	Dec-01	 	30.542	 	Dec-92	 	 
	Couba Island	 	Sep-99	 	49.995	 	Jan-99	 	 
	Crowley North	 	Jan-03	 	23.580	 	Jul-95	 	 
	DeQuincy East	 	Sep-03	 	95.514	 	Dec-99	 	 
	Duck Lake	 	Aug-03	 	134.609	 	Nov-02	 	 
	Dudgenrona	 	Oct-02	 	117.570	 	Aug-97	 	 
	East Atchafalaya	 	Nov-00	 	109.928	 	Nov-95	 	 
	East Fork Bayou	 	Mar-01	 	50.679	 	Jul-96	 	 
	East Lake Arthur	 	Dec-99	 	45.233	 	Jan-98	 	 
	Eden	 	Jun-00	 	138.750	 	Jan-99	 	 
	Flat Creek	 	Mar-01	 	50.071	 	May-96	 	 
	Garden City	 	Mar-01	 	39.106	 	Jul-96	 	 
	Garden island Bay	 	Jul-02	 	65.159	 	Jul-92	 	 
	Hope Creek	 	Jun-01	 	48.736	 	Jun-00	 	 
	Houma	 	May-00	 	42.086	 	Aug-99	 	 
	Hurricane Branch	 	Mar-02	 	78.601	 	Jul-97	 	 
	Indian Bayou	 	Jun-96	 	51.167	 	Jan-96	 	 
	Interdomal	 	Sep-01	 	105.496	 	Jul-96	 	 
	Iowa-Woodlawn/Welsh	 	Mar-01	 	139.800	 	Jan-98	 	 
	Krotz Springs	 	Jan-01	 	37.366	 	Oct-99	 	 









	Lafitte	 	Jul-02	 	30.344	 	Mar-91	 	 
	Lake Arthur	 	Mar-01	 	32.150	 	Jan-95	 	 
	Lake DeCade	 	Jul-93	 	46.695	 	Oct-92	 	 
	Lake Long	 	Mar-00	 	54.750	 	Jan-99	 	 
	Lake Mechant	 	Jun-99	 	75.820	 	May-98	 	 
	Lake Mongoulois	 	Apr-98	 	60.469	 	Dec-97	 	 
	Lake Theriot	 	Nov-00	 	77.598	 	Nov-93	 	 
	Lapeyrouse/Lirrette/Santos Bay	 	Oct-01	 	I97.529	 	Nov-96	 	 
	Leeville	 	Jul-02	 	70.734	 	Aug-97	 	 
	Leleux	 	Mar-97	 	58.417	 	Dec-96	 	 
	Leleux East	 	Jun-01	 	13.860	 	Mar-01	 	 
	Liberty Hill	 	Jun-02	 	48.000	 	Jun-01	 	 
	Little Bayou Sara	 	Mar-01	 	32.614	 	Aug-96	 	 
	Lyons Point	 	Oct-98	 	89.473	 	Nov-98	 	 
	Maurice	 	Oct-93	 	48.333	 	May-93	 	 
	Mermentau River	 	Mar-01	 	24.280	 	Apr-95	 	 
	Morse	 	May-99	 	61.194	 	Sep-98	 	 
	North Holly Beach	 	Mar-98	 	49.339	 	Oct-97	 	 
	North Island	 	Mar-Ol	 	20.032	 	Aug-95	 	Controlled
	North Laurel Grove	 	Mar-99	 	35.311	 	Oct-98	 	 
	Oakley	 	Jun-00	 	47.805	 	Sep-97	 	 
	Old River	 	Mar-02	 	70.000	 	Jul-97	 	 
	Pine Island	 	Nov-00	 	51.078	 	Mar-98	 	 
	Point Au Fer	 	Mar-01	 	47.954	 	Oct-93	 	 
	Rayne/Branch	 	Jan-98	 	69.500	 	Jun-97	 	 
	Roanoke	 	Mar-02	 	17.087	 	Jul-94	 	 
	Rooster	 	Apr-01	 	72.000	 	Jun-00	 	 
	Rooster II	 	Dec-02	 	87.400	 	Feb-01	 	 
	Rooster III	 	Feb-02	 	80.719	 	May-01	 	 
	South Pecan Lake	 	Mar-02	 	31.037	 	Jun-94	 	 
	Stella	 	Mar-01	 	29.727	 	Nov-96	 	 
	Summers Island	 	Mar-01	 	90.557	 	Sep-94	 	 
	Sweet Lake	 	Dec-99	 	125.497	 	Jan-99	 	 
	Thibodaux	 	Dec-00	 	73.409	 	Jan-00	 	 
	Timbalier	 	Nov-99	 	59.916	 	Dec-94	 	 
	Turtle Bayou	 	Apr-01	 	46.244	 	Aug-93	 	 
	Valentine	 	May-99	 	83.595	 	Jun-98	 	 
	West Arcadia	 	Mar-01	 	35.844	 	Oct-99	 	 
	West Lake Verret	 	Mar-01	 	60.358	 	Jun-93	 	 
	 	Totals	 	 	 	5,188.128	 	 	 	 











	TEXAS

Survey Name
 
	 	Month Available
	 	Survey Square Mileage
	 	Vintage
	 	Comments

	Arriola Dome	 	Jul-98	 	37.402	 	Oct-97	 	 
	Batson	 	Dec-02	 	39.692	 	Jul-96	 	 
	Bay City	 	Mar-01	 	223.702	 	Dec-98	 	 
	Bird Mountain	 	Mar-99	 	83.382	 	May-98	 	 
	Blanco Creek	 	Mar-0I	 	22.051	 	Mar-98	 	 
	Blunter	 	Mar-02	 	101.328	 	May-98	 	 
	Boedecker Junction	 	Mar-01	 	23.117	 	Aug-95	 	 
	Borchers	 	Nov-00	 	17.071	 	Jul-97	 	 
	Brandon	 	Sep-98	 	80.796	 	Jan-98	 	 
	Buckeye	 	Apr-98	 	95.607	 	Mar-97	 	 
	Cedar Bayou	 	-Aug-03	 	36.614	 	Aug-95	 	 
	Chimney Bayou	 	Mar-01	 	16.302	 	Dec-95	 	 
	Chunky	 	Mar-94	 	12.000	 	Aug-93	 	 
	Cooke West	 	Jun-00	 	29.321	 	 	 	 
	Cottonwood	 	May-99	 	80.000	 	Jan-98	 	 
	Cow Bayou	 	Mar-01	 	17.726	 	Apr-95	 	 
	Deckers Prairie	 	May-03	 	20.000	 	Nov-02	 	 
	Dickinson	 	Aug-01	 	57.521	 	Feb-00	 	 
	Drake	 	Sep-99	 	22.412	 	 	 	 
	East Lake Creek	 	Dec-98	 	42.657	 	Jan-98	 	 
	Escobas	 	Mar-01	 	66.527	 	Aug-95	 	 
	El Campo N. Phase I	 	Mar-01	 	10.949	 	Jun-94	 	Controlled
	El Campo N. Phase II	 	Mar-01	 	18.045	 	Jul-95	 	Controlled
	Escondido Creek	 	Mar-01	 	19.079	 	Jan-95	 	 
	Falfurias South	 	Mar-Ol	 	12.604	 	Nov-98	 	 
	Formosa Grande	 	Apr-03	 	42.856	 	 	 	 
	Franklin Ranch	 	Mar-99	 	95.933	 	Jun-98	 	 
	Gobbler Creek	 	Mar-01	 	15.558	 	Aug-94	 	Controlled
	Goldenrod Creek	 	Mar-01	 	29.887	 	Jan-94	 	 
	Goliad BTA	 	Apr-98	 	40.986	 	Jul-96	 	 
	Hamshire	 	Mar-01	 	6.707	 	 	 	Controlled
	Hawkins Ranch	 	Mar-01	 	86.434	 	Oct-99	 	 
	Highlands Reservoir	 	Mar-01	 	19.579	 	Jun-96	 	 
	Hillje	 	Mar-01	 	11.055	 	May-94	 	Controlled
	Husky	 	Dec-02	 	25.I11	 	Jun-01	 	 
	LaFite	 	May-01	 	49.528	 	Oct-99	 	 
	Lance	 	Dec-01	 	29.870	 	Jan-97	 	 
	Matagorda	 	Mar-01	 	320.000	 	Nov-99	 	 
	Mikeska	 	May-98	 	29.053	 	Sep-97	 	 
	Mills Bennett	 	Mar-01	 	125.013	 	Nov-98	 	 
	Moss Bluff	 	Jan-03	 	52.757	 	Jan-02	 	 
	Mount. Evergreen	 	Sep-01	 	18.299	 	 	 	 
	Nacogdoches	 	Apr-00	 	118.659	 	May-99	 	 
	Naval Air Station South	 	Mar-01	 	32.922	 	Jun-97	 	 
	Narciseno Creek	 	Mar-01	 	14.657	 	Mar-99	 	 
	Oakville	 	Oct-99	 	58.745	 	Jan-99	 	 









	Personville	 	Feb-99	 	51.673	 	Jun-98	 	 
	Pine Island/Hull	 	Sep-02	 	74.448	 	Oct-01	 	 
	Pita	 	May-02	 	20.299	 	Jul-96	 	 
	Polk County	 	Mar-01	 	119.120	 	Apr-99	 	 
	Port Acres	 	Oct-98	 	46.469	 	Feb-98	 	 
	Port Neches	 	Mar-03	 	37.100	 	Jun-93	 	 
	Provident City	 	Oct-95	 	55.900	 	Mar-95	 	 
	Raywood	 	Sep-99	 	91.917	 	Jan-99	 	 
	Raywood North	 	-Aug-03	 	104.400	 	Dec-02	 	 
	Raywood South	 	Nov-01	 	99.100	 	Jan-01	 	 
	Riverdale	 	Mar-00	 	23.607	 	 	 	 
	Robinson Ranch	 	Nov-00	 	43.941	 	Jun-94	 	 
	San Antonio River	 	Mar-01	 	21.361	 	Oct-94	 	Controlled
	Sandy Creek	 	Mar-01	 	25.124	 	Mar-94	 	Controlled
	San Juan	 	Mar-03	 	47.931	 	Jun-02	 	 
	San Pat	 	Jul-03	 	64.000	 	Dec-00	 	 
	Saratoga	 	Nov-02	 	48.483	 	Jan-99	 	 
	Saratoga West	 	Dec-02	 	18.983	 	May-95	 	 
	Sealy	 	Nov-00	 	46.450	 	Jan-98	 	 
	Sheriff	 	Oct-01	 	61.231	 	Jan-01	 	 
	Smithers Lake	 	Apr-00	 	66.662	 	Jan-99	 	 
	South Borchers	 	Jun-01	 	54.871	 	Jun-98	 	 
	Spartan.	 	Apr-98	 	19.822	 	Jan-96	 	 
	Spartan ext	 	Apr-98	 	47.963	 	Nov-96	 	 
	Starr-TriCounty	 	Mar-01	 	314.775	 	Oct-99	 	 
	Stowell	 	Jun-01	 	19.203	 	Aug-95	 	 
	Stuart City	 	Jun-00	 	28.915	 	Sep-95	 	 
	Supplejack	 	Jul-02	 	65.451	 	Oct-97	 	 
	Tabasco	 	Sep-0I	 	25.000	 	 	 	 
	Teal	 	Mar-01	 	26.944	 	Jun-98	 	 
	Thomaston	 	Dec-99	 	53.532	 	 	 	acting as Broker
	Thompson-Barrow	 	Jan-03	 	74.114	 	Nov-96	 	 
	Tri-County	 	Jul-00	 	196.028	 	Sep-99	 	 
	Trinity River	 	Jun-03	 	216.674	 	Dec-01	 	 
	Tyler	 	Jul-99	 	21.709	 	Jun-94	 	 
	Upper Sabine River	 	Mar-01	 	26.727	 	Jan-94	 	 
	Wadsworth	 	Mar-01	 	46.564	 	Oct-93	 	 
	Weimer	 	Mar-01	 	41.360	 	Nov-98	 	 
	Willow Bayou	 	Mar-01	 	22.650	 	Jun-94	 	 
	Yoakum Gorge	 	Jun-01	 	143.874	 	Nov-98	 	 
	 	Totals	 	 	 	5,023.889	 	 	 	 











 
 

Exhibit "A.2"
  
  Listing of 100% Owned or Controlled SDL Data
  3D Offshore Gulf of Mexico Data
  SEITEL SPECULATIVE OFFSHORE 3D SURVEYS    
    



	Survey Name
 
	 	Number of

Released Blocks

	Offshore Texas	 	 	 
	Galveston 286	 	Jun-94	22
	Galveston 286 Ext.	 	Aug-96	12
	Galveston/Brazos I & II	 	Dee-94	100
	Galveston South	 	Aug-99	55
	Galveston South II	 	Feb-00	34
	High Island Phase I	 	Jul-95	61
	High Island Phase II	 	Nov-95 incl. with I
	High Island Phase III	 	Sep-95	37
	High Island East	 	Jun-97	12
	Corsair	 	Nov-99	96
	Matagorda (Teledyne)	 	May-92	39
	Matagorda Is South	 	May-95	62
	Matagorda Ext.	 	Apr-97	5.5
	Matagorda 631	 	Jan-98	5.5
	Mustang Island	 	Jan-95	32
	Mustang Island II	 	Feb-98	11
	Mustang Island State Waters	 	Feb-98	38
	Mustang 758	 	Dec-97	13
	
Offshore Louisiana	
 	

 	

 
	West Cameron Phase I	 	Jun-94	24
	West Cameron Phase II	 	Jan-95	82
	West Cameron Phase III	 	Sep-96	30
	Grand Isle	 	Sep-95	40
	
Deepwater	
 	

 	

 
	Mississippi Canyon 360	 	Jan-99	8
	Garden Banks	 	May-97	51
	East Breaks South	 	Dec-98	64.5
	East Breaks North	 	May-99	64
	 	Total Blocks:	 	 	998.5











 
 

Exhibit "B"    
    


 
 

ONSHORE 3D    
    


 
 

SCHEDULE "1"
  
  Supplemental Agreement to a
  2D & 3D Onshore/Offshore Master Seismic Data Participation and Licensing Agreement
  between
  Seitel Data, Ltd.
  and
  Centurion
Exploration Company LLC
  Dated
  August 11, 2003    
    


Centurion Exploration Company LLC agrees to license  square miles of 3-D geophysical data acquired by
Licensor as delineated by area and mileage and at rates as specified below, under terms and conditions of the 2D&3D Onshore/Offshore Master Seismic Data Participation and Licensing Agreement to which
this supplemental agreement is attached and made a part thereof. 



	Area
 
	 	Committed

Mileage
	 	Cost/Sq

Mile
	 	Total Cost

	
 	
 	

 	
 	

 	
 	

 





(does
not include normal and customary reproduction charges or field tape copy charges) 


Product Format Requested  


Raw
Stacked Data Volume (SEG-Y tape)
                                        




Raw
Migrated Data Volume (SEG-Y tape)
                                        



Noise
Reduced Migrated Data Volume (SEG-Y tape)
                                        



Filtered
Migrated Data Volume (SEG-Y tape)
                                        




Velocity
Data Card Image
Tape                                        
 


Billing
Address:    Centurion Exploration Company LLC


Delivery
Address:    SAME 


ACCEPTED AND AGREED TO THIS                    DAY OF
                                      , 2003.





	Seitel Data, Ltd.	 	Centurion Exploration Company LLC
	

By:	

    
	
 	

By:	

    

	 	Robert J. Simon

Authorized agent of

Seitel Delaware, Inc.,

its sole general partner	 	 

Title:	    






Please return one executed copy of this agreement to:




Seitel Data, Ltd.

10811 South Westview Circle Drive

Suite 100, Building C
  











 Houston, TX 77043

Attn:  













  
 

    Exhibit "B"    
    


 
 

OFFSHORE 3D    
    


 
 

SCHEDULE "1"
  
  Supplemental Agreement for 3-D Seismic Data Acquisition to a
  2D & 3D Onshore/Offshore Master Seismic Data Participation and Licensing Agreement
  between
  Seitel Data,
 Ltd.
  and
  Centurion Exploration Company LLC
  Dated
  August 11, 2003    




Centurion Exploration Company LLC agrees to license area of 3-D geophysical data to be acquired by Licensor as delineated by area and
blocks and at rates as specified below, under terms and conditions of the 2D&3D Onshore/Offshore Master Seismic Data Participation and Licensing Agreement to which this supplemental agreement is
attached and made a part thereof 



	Area
 
	 	Committed

Area
	 	Total Cost

	Area	 	00,000 Blocks	 	$





(does
not include normal and customary reproduction charges or field tape copy charges) 


Product Format Requested  


Raw
Stacked Data Volume (SEG-Y tape)
                                        




Raw
M grated Data Volume (SEG-Y tape)
                                        



Noise
Reduced Migrated Data Volume (SEG-Y tape)
                                        



Filtered
Migrated Data Volume (SEG-Y tape)
                                        




Velocity;"
Data Card Image
Tape                                        
 


Billing
Address:    Centurion Exploration Company LLC


ACCEPTED AND AGREED TO THIS                    DAY OF
                                      , 2003.




	Seitel Data, Ltd.	 	Centurion Exploration Company LLC
	

By:	

    
	
 	

By:	

    

	 	Robert J. Simon

Authorized agent of

Seitel Delaware, Inc.,

its sole general partner	 	Title:	    






Please return one executed copy of this agreement to:




Seitel Data, Ltd.

10811 South Westview Circle Drive

Suite 100, Building C

Houston, TX 77043

Attn: Dianne Henderson  















 
 

Exhibit "C"
  
  Reproduction and Tape Copy Charges    
    


Post-stack Reproduction Costs (Minimum $250.00 charge)

$0.0045 per trace + media cost  









 
 

Exhibit "A-2"    
    



	SEITEL DATA	 	A Seitel, Inc. Company




Contract #: 03-10-004 REP 


October 2,
2003 


Centurion
Exploration Company LLC

413 Lindenwood Drive

Houston, Texas 77024 


Attention:
Mr. Brian Ayers 


	Re:
	Pre-stack
Time Migration and AVO License

3D Onshore Texas and Louisiana and

3D Offshore Gulf of Mexico 



Dear
Mr. Ayers: 


        Pursuant
to your recent conversations with Mr. Eddie Pharr regarding Centurion Exploration Company LLC's (hereinafter referred to as
"CENTURION") interest in licensing Seitel Data, Ltd.'s (hereinafter referred to as "SDL")
pre-stack time migration data and AVO data (collectively referred to as the "Data") on certain 3D seismic I00% owned or controlled by  SDL, we are pleased
to make the following proposal. 



	1.
	SDL will allow CENTURION to purchase one (1) non-exclusive license to
the pre-stack time migration data created using the processing flow described in Exhibit "A" (3D Onshore), the AVO data created using the processing sequence described in Exhibit "B" (3D
Onshore), and Exhibit "C.2" (3D Offshore) describing AVO products, over SDL's Texas and Louisiana 3D Programs, provided  CENTURION commits to this proposal
under the terms and conditions specified in paragraphs 2-6 below, before  4:00 PM on March 30, 2004. At such time, this offer will
expire and the terms delineated
herein will then be subject to change by SDL, in its sole-discretion. The basic data was previously licensed by  CENTURION under the terms of Contract
No. B-03-10-003 REP dated October 2, 2003.



	2.
	The
cost for the license to the Data is $100.00 per square mile for 3D onshore data and  $1,000.00 per OCS block
for 3D offshore data as outlined on Exhibit "C.2", or a total cost of  $500,000.00, (excluding normal and customary reproduction, shipping, handling and tape copy charges). Upon execution of this letter
agreement,  SDL agrees to reproduce the items (to the extent available) listed on Exhibit "C.1" (3D Onshore) or Exhibit "C.2" (3D Offshore) and selected on
Exhibit "D.1" (3D Onshore) or Exhibit "D.2" (3D Offshore), for the Data, at CENTURION's sole expense.
The rate per OCS block license outlined herein is exclusive of the $500.00 per angle, per block delineated on Exhibit "C.2" for the AVO angle stacks, near, far, and mid. Should  CENTURION elect to
license these additional products, this shall further reduce CENTURION's commitment
of $500,000.00 at a rate of $500.00 per angle, per block. 





CENTURION agrees to accept an invoice dated on or before March 30, 2004, in the amount of  $500,000.00 and
to make payment to SDL within six (6) months of execution. Such payment is
non-cancelable and non-refundable. 



	3.
	CENTURION agrees to execute a Supplement in the form of "D.1" or "D.2" to its existing Seitel 2D & 3D Onshore/Offshore Master
Seismic Data Participation and Licensing Agreement ("Master Licensing Agreement") dated August 11, 2003 for all data received under the terms of
this agreement. The terms of the Master Licensing Agreement shall govern and control CENTURION's use of
the data and any disputes arising therefrom; provided, that to the extent there is a conflict between the terms of this agreement and the Master Licensing
Agreement, the terms of this agreement will govern and control with respect to such conflict. 








 



	4.
	CENTURION agrees not to show this agreement to or to discuss the terms and conditions of this agreement with anyone not an employee
of CENTURION, or SDL.



	5.
	CENTURION shall have the option until June 30, 2007 to purchase one non-exclusive license for a partner ("Partner's
License") to the data licensed under the terms of this agreement, at the following rates: 







	Onshore—Pre-stack Time Migration and AVO	 	 
	 	Louisiana & Texas	 	$500.00 per square mile
	Offshore—Gulf of Mexico	 	 
	 	Pre-stack Time Migration	 	$10,750.00 per block
	 	AVO angle stacks—near, mid, far	 	$500.00 per block/angle







These
rates exclude normal and customary reproduction, shipping, handling and tape copy charges. CENTURION must notify  SDL in writing prior to June 30, 2007
should it elect to purchase an
additional license for a partner. CENTURION's partner will have licensed the basic data under the terms of Contract
#:B-03-10-003 REP dated October 2, 2003. 


CENTURION's Partner must execute a Supplement to its existing Seitel 2D & 3D Onshore/Offshore Master Seismic Data Participation and Licensing
Agreement ("Master Licensing Agreement") for all data received under the terms of this agreement. The terms of the Master Licensing Agreement shall
govern and control CENTURION's and its Partner's use of the data and any disputes arising therefrom;
provided, that to the extent there is a conflict between the terms of this agreement and the Master Licensing Agreement, the terms of this agreement
will govern and control with respect to such conflict. 



	6.
	CENTURION may provide all or some portions of the data to third party independent consultants who engage in reprocessing and/or
interpretation with the objective of identifying drillable prospects. Any such third party consultants must first execute confidentiality agreements binding them to the same terms and conditions of
confidentiality established herein for CENTURION. 




        Should
you be in agreement with the terms and conditions delineated above, indicate so by signing in the space provided below and returning one fully executed copy
to SDL. 



        Thank
you for your consideration of this proposal. Should you have any questions, please feel free to contact Mr. Robert Simon, Mr. Randy Sides or Mr. Eddie Pharr at
(713) 881-8900. 


Respectfully, 



	Seitel Data, Ltd.	 
	
 /s/  ROBERT J. SIMON      
 Robert J. Simon

Authorized agent of Seitel Delaware, Inc.,

its sole general partner	

 





RJS:mjn

H:\SDL\MARCIA\CONTRACT\3DON\Centurion 03-10-004 Q I -2004.doc 2/9t04

Rev: I 


2







 

Attachments:




	Exhibit "A"	Kirchhoff PSTM Processing Sequence (3D Onshore)
	Exhibit "B"	AVO Attribute Processing Sequence (3D Onshore)
	Exhibit "C.1"	Deliverables (3D Onshore)
	Exhibit "C.2"	Deliverables (3D Offshore)
	Exhibit "D.1"	Schedule 1 to existing Master Licensing Agreement (3D Onshore)
	Exhibit "D.2"	Schedule 1 to existing Master Licensing Agreement (3D Offshore)





ACCEPTED AND AGREED TO THIS           18           DAY OF
                 FEBRUARY                 ,
2004.


        CENTURION EXPLORATION COMPANY LLC



	By:	/s/ Brian K. Ayers
	 
	Name:	Brian K. Ayers
	 
	Title:	President
	 




3









 
 

Exhibit "A" (3D Onshore)
  
  Kirchhoff
  Pre-Stack Time Migration Processing Sequence    
    


	K1.)
	Fold
analysis



	•
	Generate
fold plots of discrete offset intervals to evaluate sampling of offset gathers.






	K2.)
	Pre-filter
and amplitude corrections if necessary



	K3.)
	Migration
of velocity lines



	K4.)
	Velocity
analysis



	K5.)
	Velocity
QC



	•
	MVF
stacks generated at velocity locations moved out with 94%, 96%, 98%, 100%, 102%, 104%, and 106% of picked stacking velocities



	•
	Iso-velocity
cross sections along velocity lines



	•
	Time
slices of velocity field along at 500 msec. intervals






	K9.)
	Kirchhoff
Pre-Stack Time Migration



	K10.)
	Pre-stack
Noise Reduction (optional)



	•
	Methods
available include FK, FXY, and Radon






	K8.)
	Pre-stack
amplitude corrections—output tapes available (cmp ordered gathers)



	•
	Parameters
to be determined by testing






	K9.)
	CMP
stack—output tapes available (with no-permit mutes applied)



	K10.)
	Time
variant filter



	K11.)
	Amplitude
corrections—output tapes available (with no-permit mutes applied)



	K12.)
	Noise
reduction



	K13.)
	Apply
mutes for no-permits—output tapes available 





Note:    Optional
processes, if selected, will be priced accordingly: ONLY FOR NEW DATA 



	1)
	Pre-Stack
Noise Reduction



	a.
	FK
or FXY—no extra charge



	b.
	Radon—5100.00 per
square mile 

















 
 

Exhibit "B" (3D Onshore)
  
  AVO Attribute Processing Sequence    
    


	Al.)
	Input
gathers from step K8 (Exhibit "A")



	A2.)
	Calculate
AVO attributes volumes using Hampson-Russell AVO software



	A3.)
	Output
SEGY format volumes of AVO attributes



	A4.)
	Offset
Volumes or Angle Stacks 









 
 

Exhibit "C.1" (3D Onshore)
  
  DELIVERABLES    
    



	•
	Output
from K8 of Exhibit "A"



	•
	Output
from K13 of Exhibit "A"



	•
	AVO
Outputs to be delivered



	•
	Zero
Offset Intercept (P)



	•
	Gradient
(G)



	•
	Zero
Offset Intercept × Gradient (P × G)



	•
	Zero
Offset Intercept + Gradient (P + G)



	•
	Smith-Gidlow
Fluid Factor



	•
	Near-mid-far
volumes or Angle Stacks 




Pre-stack Data Reproduction Costs

$0.10 - 50.25 per mbyte (depending on selection size) + media cost 


Post-stack Reproduction Costs (Minimum $250.00 charge)

$0.0045 per trace + media cost 









 
 

Exhibit "C.2"
  
  Offshore Pre-stack Time Migration
  Reproduction Charges    
    


Pre-stack
dataset reproduction will be charged at a per block rate, with a minimum charge of $4,000.00 per dataset requested. 



	a)
	Shot
ordered data resampled to 4msec with navigation appended—$4,000.00 per block



	b)
	Bin
ordered data after migration (pstm datasets only)—$4,000.00 per block. 




Post-stack
datasets will be charged at a per trace rate, with a minimum charge of $500.00 per dataset requested. 



	a)
	Raw
stack (DMO and PSTM data)—$.005 per trace (normally equivalent to $235.00 per block).



	b)
	Filtered
and scaled datasets—$.005 per trace (normally equivalent to $235.00 per block). 




For
all datasets the cost of the tapes provided will be charged at the following rates in addition to the charges listed above: 



	i)	 	DLT, 7 - $125.00 per tape
	ii)	 	DLT, 4 - $50.000 per tape
	iii)	 	DLT, 3 - $60.00 per tape





It
is anticipated to use DLT 7's for prestack data and DLT 3 or 4 for post stack data. 


Bin
center and velocity data will be provided at no charge. 


Shipping
cost will be charged at cost plus 10%. 


Should
CENTURION require AVO attribute volumes, (a non-exclusive list is set out below as an example). These are available for an additional license fee of $500.00 per block
per attribute 


Typical AVO Attributes Available  



	1)
	Zero
Offset Intercept              (P)



	2)
	Gradient              (G)



	3)
	Zero
Offset Intercept × Gradient              (P × G)



	4)
	Zero
Offset Intercept + Gradient              (P + G)



	5)
	Smith-Gidlow
Fluid Factor



	6)
	Angle
stacks, near far, mid ($500.00 per angle, per block) 




Reproduction
charges will be at the rate of $.005 per trace 









 
 

Exhibit "D.1" (3D Onshore)
  SCHEDULE "1"
  
  Supplemental Agreement for 3-D Seismic Data Acquisition to a
  2D & 3D Onshore/Offshore Master Seismic Data Participation and Licensing Agreement

between
  Seitel Data, Ltd.
  and
  Centurion Exploration Company LLC
  Dated
  August 11, 2003    




Centurion Exploration Company LLC agrees to license square miles of Pre-Stack Time Migration (PSTM) and AVO data 100% owned or
controlled by Seitel Data, Ltd. as delineated by area and estimated mileage and at rates as specified below, under terms and conditions of the
Master Seismic Data Participation and Licensing Agreement to which this supplemental agreement is attached and made a part thereof. 



	Area
 
	 	Committed Mileage
	 	Cost/Sq Mile
	 	Total Cost

	*  (PN) 3D Program	 	sq. mi.	 	$100.00	 	$





(does
not include normal and customary reproduction charges or field tape copy charges) 


*  As
detailed in Contract # 03-10-004 REP, dated October 2, 2003 



	Product Format Requested
 
	 	 

	PSTM Data:	 	 
	 	Prestack migrated CMP gathers	 	(SEG-Y tape)                          
	 	Prestack migrated noise reduced stack filtered & scaled	 	(SEG-Y tape)                          
	 	Prestack migrated velocities	 	(ascii file)                          
	
 AVO Data;	
 	

 
	 	Zero Offset Intercept          (P)	 	(SEG-Y tape)                          
	 	Gradient (G)	 	(SEG-Y tape)                          
	 	Zero Offset Intercept × Gradient    (P × G)	 	(SEG-Y tape)                          
	 	Zero Offset Intercept + Gradient    (P + G)	 	(SEG-Y tape)                          
	 	Smith-Gidlow Fluid Factor	 	(SEG-Y tape)                          
	 	Near-mid-far Offset/Angle Volumes	 	(SEG-Y tape)                          





	Billing Address:	 	Delivery Address:
	Centurion Exploration Company LLC	 	          SAME
	413 Lindenwood Drive

Houston, Texas 77024

Attn: Mr. Client Contact	 	 





ACCEPTED AND AGREED TO THIS                    DAY OF
                                      , 2004.




	Seitel Data, Ltd.	 	Centurion Exploration Company LLC
	

By:	

    
 Robert J. Simon	
 	

By:	

    

	Authorized agent of Seitel Delaware, Inc.,

its sole general partner	 	Title:	    










 

Please return one executed copy of this agreement to:  




Seitel Data, Ltd.

10811 S. Westview Circle

Building C, Suite 100

Houston, TX 77043

Attn: Marcia J. Nouls  




2













 
 

Exhibit "D.2" (3D Offshore)
  SCHEDULE "1"
  
  Supplemental Agreement for 3-D Seismic Data Acquisition to a
  2D & 3D Onshore/Offshore Master Seismic Data Participation and Licensing Agreement

 between
  Seitel Data, Ltd.
  and
  Centurion Exploration Company LLC
  Dated
  August 11, 2003    




Centurion Exploration Company LLC agrees to license 00.000 Blocks of Pre-Stack Time Migration (PSTM) data 100% owned or
controlled by Seitel Data, Ltd. as delineated by area and at rates as specified below, under terms and conditions of the Master Seismic Data
Participation and Licensing Agreement to which this supplemental agreement is attached and made a part thereof. 



	Area
 
	 	Committed

Blocks
	 	Cost/

Block
	 	Total Cost

	
 	
 	

 	
 	

 	
 	

 





(does
not include normal and customary reproduction charges or field tape copy charges) 


*As
detailed in Contract #03-10-004 REP, dated October 2, 2003 



	Product Format Requested
 
	 	 

	PSTM Data: $1,000.00 per block	 	 
	 	Prestack migrated CMP gathers	 	(SEG-Y tape)                          
	 	Prestack migrated stack	 	(SEG-Y tape)                          
	 	Prestack migrated velocities	 	(ascii file)                          
	
 AVO Data: (at an additional cost as detailed in Exhibit C.2)	
 	

 
	 	Zero Offset Intercept	 	(P)(SEG-Y tape)                          
	 	Gradient (G)	 	(SEG-Y tape)                          
	 	Zero Offset Intercept × Gradient	 	(P × G)(SEG-Y tape)                          
	 	Zero Offset Intercept + Gradient	 	(P + G)(SEG-Y tape)                          
	 	Smith-Gidlow Fluid Factor	 	(SEG-Y tape)                          
	 	Near & Far Angle Stacks	 	(SEG-Y tape)                          





	Billing Address:	 	Delivery Address:
	Centurion Exploration Company LLC

413 Lindenwood Drive

Houston, Texas 77024

Attn: Mr. Brian Ayers	 	          SAME





ACCEPTED AND AGREED TO THIS                     DAY OF
                                      , 2004.




	Seitel Data, Ltd.	 	Centurion Exploration Company LLC
	

By:	

    
 Robert J. Simon	
 	

By:	

    

	Title:	President
	 	Title:	    












 
 

Exhibit "A-3"    
    



	SEITEL DATA	 	A Seitel, Inc. Company





May 4, 2004 


Centurion
Exploration Company, LLC

10333 Richmond Avenue, Suite 800

Houston, Texas 77042 


Attention:
Mr. Brian Ayers 


	RE:
	Contracts
B-03-10-003REP & 03-10-004 REP 





Dear
Mr. Ayers: 


        The
following is intended to clarify the licensing agreements between Centurion and Seitel. The following points will supersede parts of the abovementioned agreements executed
February 18, 2004: 



	•
	Centurion
will have access, over a period of three (3) years starting February 18, 2004, to up to 10,000 square miles of Seitel's Gulf Coast database.
Access is defined as the ability to, without licensing, possess, make use of, interpret and/or reprocess such data.



	•
	Centurion
will license at least 5,000 square miles from that database at a cost of $400 per square mile, as per the schedule in the original contracts signed
February 18, 2004. Payments are to be made according to the original contracts.



	•
	Centurion
will return on or before February 18, 2007, all data in excess of the 5,000 (or more) square miles licensed by that date.



	•
	Centurion
will assign overriding royalties to Seitel as per the original contracts on projects Centurion undertakes within those Seitel surveys it licenses or possesses. In
other words, if Centurion uses Seitel data, Seitel receives the appropriate override or production acquisition payment. In all cases, Centurion must license the data when there is an override or
production acquisition payment associated with it.



	•
	Once
Centurion has taken possession of 5,000 square miles of data, any additional PSTM data will be made available at a cost of $100 per square mile.



	•
	Centurion
will make available to Seitel, on an immediate basis, any reprocessing done by Tricon Geophysics on Centurion's behalf, of any data covered by this agreement.
Centurion will have six month's exclusive use of the reprocessing before Seitel can market or deliver to the industry. Centurion will keep Seitel apprised of ongoing reprocessing projects and will
allow Seitel's representatives access to the process in order to assure quality, timeliness, and to ensure delivery to Seitel of a product "Fit for Purpose".



	•
	Centurion
will maintain strict confidentiality regarding this agreement.



	•
	Seitel
will remove 25% discount on all reproduction charges.



	•
	Seitel
and Centurion agree that the "2D AND 3D ONSHORE/OFFSHORE MASTER SEISMIC DATA PARTICIPATION AND LICENSING AGREEMENT" hereinafter (MLA) dated September 15, 2003,
by and between Seitel Data, Ltd., and Centurion Exploration Company LLC, is a stand alone agreement, but shall have Contract # B-03-10-003 REP
(the Library Card Purchase Agreement dated October 2, 2003, and signed by Centurion on February 18, 2004, referred to above) incorporated into it. This MLA shall replace in full
substitution the Exhibit `D' attached to agreement B03-10-003. 




        If
you are in agreement with the above stated terms and conditions, please indicate below by signing in the space provided below. 







 



Sincerely,




	Seitel Data Ltd.	 
	
 /s/  KEVIN P. CALLAGHAN      
 Kevin P. Callaghan

As authorized agent of Seitel Delaware, Inc.

Its sole general partner	

 





ACCEPTED AND AGREED TO THIS           14           DAY OF
                 MAY                 , 2004.  



	By:	/s/  BRIAN K. AYERS      
 Brian K. Ayers

President and Chief Executive Officer	 




2











QuickLinks



Exhibit 10.5


JOINT VENTURE AGREEMENT

ARTICLE I Seitel Data

ARTICLE II Joint Venture

ARTICLE III Operating Agreement

ARTICLE IV Force Majeure

ARTICLE V Term

ARTICLE VI Termination of the Agreement

ARTICLE VII Arbitration

ARTICLE VIII Miscellaneous Provisions


Exhibit "A"

2D & 3D ONSHORE/OFFSHORE MASTER SEISMIC DATA PARTICIPATION AND LICENSING AGREEMENT


Exhibit "A" VERIFICATION OF RETURN/DESTRUCTION OF DATA


ONSHORE 3D


SCHEDULE "1" Supplemental Agreement to a 2D & 3D Onshore/Offshore Master Seismic Data Participation and Licensing Agreement between Seitel Data, Ltd. and Centurion Exploration Company LLC Dated August 11,
2003


OFFSHORE 3D


SCHEDULE "1" Supplemental Agreement for 3-D Seismic Data Acquisition to a 2D & 3D Onshore/Offshore Master Seismic Data Participation and Licensing Agreement between Seitel Data, Ltd. and Centurion Exploration
Company LLC Dated August 11, 2003


2D ONSHORE & OFFSHORE


SCHEDULE "1" Supplemental Agreement to a 2D & 3D Onshore/Offshore Master Seismic Data Participation and Licensing Agreement between Seitel Data, Ltd. and Centurion Exploration Company LLC Dated August 11,
2003


ONSHORE 3D


SCHEDULE "1" Supplemental Agreement to a 2D & 3D Onshore/Offshore Master Seismic Data Participation and Licensing Agreement between Seitel Data, Ltd. and Centurion Exploration Company LLC Dated August 11,
2003


Exhibit "C" Reproduction and Tape Copy Charges


Exhibit "A-1"


Exhibit "A.1" Listing of 100% Owned or Controlled SDL Data 3D Onshore Texas and Louisiana



Exhibit "A.2" Listing of 100% Owned or Controlled SDL Data 3D Offshore Gulf of Mexico Data SEITEL SPECULATIVE OFFSHORE 3D SURVEYS


Exhibit "B"


ONSHORE 3D


SCHEDULE "1" Supplemental Agreement to a 2D & 3D Onshore/Offshore Master Seismic Data Participation and Licensing Agreement between Seitel Data, Ltd. and Centurion Exploration Company LLC Dated August 11,
2003

Exhibit "B"


OFFSHORE 3D


SCHEDULE "1" Supplemental Agreement for 3-D Seismic Data Acquisition to a 2D & 3D Onshore/Offshore Master Seismic Data Participation and Licensing Agreement between Seitel Data, Ltd. and Centurion Exploration
Company LLC Dated August 11, 2003


Exhibit "C" Reproduction and Tape Copy Charges


Exhibit "A-2"


Exhibit "A" (3D Onshore) Kirchhoff Pre-Stack Time Migration Processing Sequence


Exhibit "B" (3D Onshore) AVO Attribute Processing Sequence


Exhibit "C.1" (3D Onshore) DELIVERABLES


Exhibit "C.2" Offshore Pre-stack Time Migration Reproduction Charges


Exhibit "D.1" (3D Onshore) SCHEDULE "1" Supplemental Agreement for 3-D Seismic Data Acquisition to a 2D & 3D Onshore/Offshore Master Seismic Data Participation and Licensing Agreement between Seitel Data, Ltd.
and Centurion Exploration Company LLC Dated August 11, 2003


Exhibit "D.2" (3D Offshore) SCHEDULE "1" Supplemental Agreement for 3-D Seismic Data Acquisition to a 2D & 3D Onshore/Offshore Master Seismic Data Participation and Licensing Agreement between Seitel Data,
Ltd. and Centurion Exploration Company LLC Dated August 11, 2003


Exhibit "A-3"