Exhibit 10.39


 





633 Seventeenth Street


Suite 1550


Denver, Colorado 80202-3622


 


 


June 10,
2005


 


Kenneth
L. Ancell


Tipperary
Corporation


952
Echo Lane, Suite 375


Houston,
TX 77024


 


Dear
Ken:


 


To
encourage key employees to remain employed with the Company while Slough sells
its interest, the Board of Directors proposes to amend your employment
agreement.  The amendment provides that
on September 30, 2005 you will receive a bonus equal to 35% of your annual
base compensation, if you remain an employee of the Company through that
date.  This special bonus is in addition
to the severance payments and extended health coverage provided in the Change
in Control Severance Agreement you signed a few weeks ago.


 


The
special bonus will also be paid in the event you are dismissed without cause
prior to September 30, 2005 following a change of control.


 


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


 


	
   

  	
  On
  behalf of the Board of Directors,

  
	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  /s/
  David L. Bradshaw

  	
   

  
	
   

  	
  David
  L. Bradshaw

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/
  Kenneth L. Ancell

  	
   

  	
  June 13,
  2005

  	
   

  
	
  Kenneth L. Ancell

  	
  Date

  
					



 


 


	
  Tipperary Oil &
  Gas Corporation

  
	
  Phone (303) 293-9379

  	
  

  	
  Fax (303) 292-3428

  



 





















 





 


June 10, 2005


 


David
L. Bradshaw


8998
W. Brandt Dr.


Littleton,
CO 80123-2230


 


Dear
David:


 


To
encourage key employees to remain employed with the Company while Slough sells
its interest, the Board of Directors proposes to amend your employment
agreement.  The amendment provides that
on September 30, 2005 you will receive a bonus equal to 35% of your annual
base compensation, if you remain an employee of the Company through that
date.  This special bonus is in addition
to the severance payments and extended health coverage provided in the Change
in Control Severance Agreement you signed a few weeks ago.


 


The
special bonus will also be paid in the event you are dismissed without cause
prior to September 30, 2005 following a change of control.


 


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


 


	
   

  	
  On
  behalf of the Board of Directors,

  
	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Joseph B. Feiten

  	
   

  
	
   

  	
  Joseph
  B. Feiten

  
	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/
  David L. Bradshaw

  	
   

  	
  June 13,
  2005

  	
   

  
	
  David L. Bradshaw

  	
  Date

  
					



 


 


	
  Tipperary Oil &
  Gas Corporation

  
	
  Phone (303) 293-9379

  	
  

  	
  Fax (303) 292-3428

  



 





















 





 


June 10,
2005


 


Jeff
T. Obourn


5585
Cherryville Way


Greenwood
Village, CO 80121-1514


 


Dear
Jeff:


 


To
encourage key employees to remain employed with the Company while Slough sells
its interest, the Board of Directors proposes to amend your employment
agreement.  The amendment provides that
on September 30, 2005 you will receive a bonus equal to 35% of your annual
base compensation, if you remain an employee of the Company through that
date.  This special bonus is in addition
to the severance payments and extended health coverage provided in the Change
in Control Severance Agreement you signed a few weeks ago.


 


The
special bonus will also be paid in the event you are dismissed without cause
prior to September 30, 2005 following a change of control.


 


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


 


	
   

  	
  On
  behalf of the Board of Directors,

  
	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  David L. Bradshaw

  	
   

  
	
   

  	
  David
  L. Bradshaw

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/
  Jeff T. Obourn

  	
   

  	
  June 10,
  2005

  	
   

  
	
  Jeff T. Obourn

  	
  Date

  
					



 


 


	
  Tipperary Oil &
  Gas Corporation

  
	
  Phone (303) 293-9379

  	
  

  	
  Fax (303) 292-3428

  



 





















 





 


June 10, 2005


 


Joseph
B. Feiten


3553
W. 101st Place.


Westminster,
CO 80031


 


Dear
Joe:


 


To
encourage key employees to remain employed with the Company while Slough sells
its interest, the Board of Directors proposes to amend your Change in Control Severance
Agreement.  The amendment provides that
on September 30, 2005 you will receive a bonus equal to 35% of your annual
base compensation, if you remain an employee of the Company through that
date.  This special bonus is in addition
to the severance payments and extended health coverage provided in the Change
in Control Severance Agreement you signed a few weeks ago.


 


The
special bonus will also be paid in the event you are dismissed without cause
prior to September 30, 2005 following a change of control.


 


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


 


	
   

  	
  On
  behalf of the Board of Directors,

  
	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  David L. Bradshaw

  	
   

  
	
   

  	
  David
  L. Bradshaw

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/
  Joseph B. Feiten

  	
   

  	
  June 13,
  2005

  	
   

  
	
  Joseph B. Feiten

  	
  Date

  
					



 


 


	
  Tipperary Oil &
  Gas Corporation

  
	
  Phone (303) 293-9379

  	
  

  	
  Fax (303) 292-3428