April 1, 2005

                              RESTATED AND AMENDED
                              LETTER LOAN AGREEMENT


The Beard Company
5600 N. May Avenue, Suite 320
Oklahoma City, Oklahoma 73112

Gentlemen:

This Restated and Amended Letter Loan Agreement supersedes and replaces the
previous Restated and Amended Letter Loan Agreement between the parties hereto
dated March 26, 2004, as amended by the parties on June 25, 2004.

This Restated and Amended Letter Loan Agreement sets forth the terms and
conditions under which we have agreed to continue $2,782,900.59 of the loan
previously made to you in the principal amount of $3,000,000.00 (the "Loan"),
which is no longer a revolving loan. Accordingly, as payments are made on the
Loan, additional advances will no longer be permitted.

1.     LENDER:     The William M. Beard and Lu Beard
                   1988 Charitable Unitrust (the "Unitrust").

2.    BORROWER:    The Beard Company.

3.     AMOUNT:     $2,782,900.59.  The Loan shall be evidenced by a
                   promissory note in the amount of $2,782,900.59 dated
                   February 14, 2005* (the "Note").  The Borrower shall
                   be permitted to make prepayments without
                   penalty up to the amount of the Note.
_______________

       *The Note has been dated February 14, 2005 because it was on that date
that all accrued interest on the former note was paid and a principal repayment
was made which reduced the principal balance under the Loan Agreement from
$2,785,000.00 down to $2,782,900.59.

4.     INTEREST
         RATE:     A fixed rate of 10.00%.

5.     REPAYMENT:  The outstanding principal balance (the "Indebtedness")
                   plus unpaid accrued interest shall be due and
                   payable on  April 1. 2007.

6.     COLLATERAL: The Lender, together with certain Note Holders, has
                   previously filed a Deed of Trust, Assignment of Production,
                   and Financing Statement of record (a "Lien") on Borrower's
                   working and overriding royalty interests in the McElmo Dome
                   Unit in Montezuma and Dolores Counties of Colorado (the
                   "Interests").  Although the other Note Holders have been
                   repaid in full as of this date, the Lien has not been re-
                   leased even though such Note Holders no longer have an
                   interest therein.  Moreover, on May 21, 2004, Boatright
                   Family LLC ("Boatright") made a loan to the Lender, and a
                   new Deed of Trust, Assignment of Production, and Financing
                   Statement has been placed of record which has placed a Lien
                   on both Lender's and Borrower's Interests in the McElmo Dome
                   Unit and will determine the relative rights as to proceeds
                   under the Deed of Trust as between Lender and Boatright.

7.     COVENANT:   Until the Indebtedness has been paid in full, the
                   Borrower will not sell, transfer, convey or otherwise
                   dispose of, all or a substantial portion of its assets now
                   owned or hereafter acquired, whether pursuant to a single
                   transaction or a series of transactions, and the
                   Borrower will not merge or consolidate with any person
                   or entity or permit any such merger or consolidation
                   with the Borrower.  This paragraph specifically excludes
                   asset sales incurred in the normal course of business.

8.      EVENTS OF
        DEFAULT:   If any of the following conditions or events ("Events of
                   Default") shall occur and be continuing:

                   A.     Failure of the Borrower to pay when due any amounts,
                          including principal or interest on the Note (whether
                          at the stated maturity, upon acceleration or
                          otherwise).

                   B.     Any Event of Default as specified in the Note

                   C.     Any default or breach in the performance of any
                          covenant, obligation, representation, warranty or
                          provision contained in this Letter Loan Agreement or
                          in the Note or in any other note or obligation of
                          Borrower to the Unitrust.

                   D.     The Borrower shall: (i) apply for or consent to the
                          appointment of a custodian, receiver, trustee or
                          liquidator of the Borrower or any of its properties,
                          (ii) admit in writing the inability to pay, or
                          generally fail to pay, its debts when they come due,
                          (iii) make a general assignment for the benefit of
                          creditors, (iv) commence any proceeding relating to
                          the bankruptcy, reorganization, liquidation,
                          receivership, conservatorship, insolvency,
                          readjustment of debt, dissolution or liquidation of
                          the Borrower, or if corporate action should be taken
                          by the Borrower for the purpose of effecting any of
                          the foregoing, (v) suffer any such appointment or
                          commencement of a proceeding as described in clause
                          (i) or (iv) of this paragraph, which appointment or
                          proceeding is not terminated or discharged within 60
                          days, or (vi) become insolvent.

       THEN upon the occurrence of any Event of Default described in the
       foregoing paragraphs the unpaid principal amount of and accrued interest
       on the Loan shall automatically become immediately due and payable,
       without presentment, demand, protest or other requirements of any kind,
       all of which are hereby expressly waived by Borrower.

       If the foregoing terms and conditions are acceptable to you, please
       acknowledge your agreement by signing below and returning one copy of
       this Letter Loan Agreement to us.

Sincerely,

LENDER:

THE WILLIAM M. BEARD AND LU BEARD
1988 CHARITABLE UNITRUST

  /s/ William M. Beard                              /s/ Lu Beard
____________________________                _________________________
William M. Beard, Trustee                   Lu Beard, Trustee



Accepted effective this 1st day of April, 2005.

BORROWER:

THE BEARD COMPANY

    /s/ Herb Mee, Jr.
___________________________
Herb Mee, Jr., President