##### 



EXHIBIT 10.10
 SPECIFIC
TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL
TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL
HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
AND THE REDACTED TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO
ASTERISKS (**).
 PRODUCT SALE AND PURCHASE CONTRACT
 BY AND BETWEEN
 RESOLUTE
NATURAL RESOURCES COMPANY
 (BUYER)
 AND
 KINDER MORGAN CO2 COMPANY, L.P.
 (SELLER)
 DATED
 July 1, 2007




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##### 



INDEX
 ARTICLE
    
    PAGEI
    
    DEFINITIONS
    
    
    1II.
    
    CONTRACT TERM
    
    
    3III.
    
    SCOPE OF CONTRACT
    
    
    4IV.
    
    QUANTITIES
    
    
    6V.
    
    PRODUCT PRICE
    
    
    7VI.
    
    DELIVERY POINT AND PRESSURE
    
    
    9VII.
    
    TAXES
    
    
    9VIII.
    
    ACCOUNTING
    
    
    10IX.
    
    QUALITY SPECIFICATIONS
    
    
    11X.
    
    MEASUREMENT
    
    
    12XI.
    
    MEASURING EQUIPMENT AND TESTING
    
    
    13XII.
    
    WARRANTIES
    
    
    14XIII.
    
    INDEMNIFICATION
    
    
    15XIV
    
    FORCE MAJEURE
    
    
    16XV.
    
    SUCCESSORS AND ASSIGNS
    
    
    16XVI.
    
    NOTICES
    
    
    17XVII.
    
    MISCELLANEOUS
    
    
    18EXHIBIT A
    
    
    22EXHIBIT B
    
    
    23




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##### 



PRODUCT SALE AND PURCHASE CONTRACT
 THIS CONTRACT,
 WITNESSETH:
 WHEREAS,
 WHEREAS,
 WHEREAS,
 NOW, THEREFORE,
 ARTICLE I  DEFINITIONS
 Defined Words and Terms
 Actual Monthly Amount
 Annual Quantity
 Anticipated Initial Delivery Date
 BCF
 Page 1




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##### 



CO2 Carbon Dioxide
 Contract Year
 Cubic Foot
 DCQ Daily Contract Quantity
 Day
 Delivery Point
 Injection Projects
 MCF
 Minimum Contract Quantity
 Minimum Monthly Amount
 Minimum Monthly Quantity
 MPR Minimum Purchase Requirement
 MMCF
 MMCF/D
 Page 2




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##### 



Month
 OMTCQ Optional Maximum Total Contract Quantity E
 P-5 WTI
 Psia
 Psig
 Product
 Tender for Delivery
 (z)
Termination Payment
 (aa)
TDCQ or Total Daily Contract Quantity
 (bb) Total Contract Quantity
 (cc)
TYQ or Total Yearly Quantity
 (dd) Unit Price
 ARTICLE II  CONTRACT TERM
 Term
 Page 3




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##### 



Extension of Term Due to Force Majeure
 ARTICLE III  SCOPE OF CONTRACT
 Sale and Commitment of Product TDCQ(s)
 Buyers Right to Decrease Quantities
 Sellers Right to Decrease Quantities
 Page 4




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##### 



Other Sales/Purchases
 Resale of Product
 Carbon Dioxide Reserves/Transportation
 Operations
 Sellers Processing Rights
 Termination of Sale and Purchase Agreement
 Page 5




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##### 



ARTICLE IV  QUANTITIES
 Commencement of Deliveries and Daily Contract Quantity
 Delivery Rates
 Monthly Delivery Nominations
 Excess Deliveries %
 Emergency Shutdown
 Page 6




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##### 



Seller:
    
    Buyer:Kinder Morgan CO2 Company
    
    Resolute Natural Resources CompanyAttn.: Scheduling Dept.
    
    Attn.: James Kincaid500 Dallas, Suite 1000
    
    320 South Boston Avenue, Suite 840Houston, TX 77002
    
    Tulsa, OK 74103Telephone: 713-369-9485
    
    Telephone: 918-388-9444Cell Phone: 713-206-9963
    
    Cell Phone: 918-809-8436Facsimile: 713-369-9195
    
    Facsimile: 918-388-9500
 Planned Shutdown
  ARTICLE V  PRODUCT PRICE
 Unit Price
 Example:
    
    Average P-5 Posting = $60.00 per barrelUnit Price = ( ** ) X
$60.00 = $( ** ) per MCF
 Take-or-Pay Obligation
 (a)
    
    During the Term of this Contract, Seller shall invoice Buyer and Buyer shall
pay Seller, within thirty days of the date of such invoice, an amount equal to the
greater of: (i) the Minimum Monthly Amount, or (ii) the Actual Monthly Amount.
 Page 7




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##### 



(b)
    
    The Minimum Monthly Amount shall be reduced each Month for any deficiencies in
the amount of Product made available by Seller to Buyer due to (i) force majeure as
defined in Article XIV, or (ii) failure by Seller to deliver quantities of Product
up to Buyers Daily Contract Quantity obligation when and as requested.
 Deficiency Credit
 Deficiency Credit Expiration
 Total Contract Quantity Reduction Buyout
 Buyout Quantity
    Termination Payment
  Page 8




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##### 



Option
Quantities if Buyer has exercised option under Section
5 5 minus Paid For Quantities
   Commencement of Payment
 Deficiency Credit Balance
 ARTICLE VI  DELIVERY POINT AND PRESSURE
 Delivery Point and Pressure
 ARTICLE VII  TAXES
 Tax Liability
 Transaction Taxes
 Page 9




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##### 



ARTICLE VIII  ACCOUNTING
 Payment
 Payment by Wire:
 
 Audit Rights
 Failure to Pay
 Page 10




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##### 



Refunds
 ARTICLE IX  QUALITY SPECIFICATIONS
 Specifications
 (a)
    
    Product. Substance containing at least ninety-five mole percent
(95%) of Carbon Dioxide.(b)
    
    Water. Product shall contain no free water, and shall not contain
more than thirty (30) pounds of water per MMcf in the vapor phase.(c)
    
    Hydrogen Sulfide. Product shall not contain more than twenty (20)
parts per million (two-hundred (200) parts per million if delivered from Canyon Reef
Carriers Pipeline), by weight, of hydrogen sulfide.(d)
    
    Total Sulfur. Product shall not contain more than thirty-five (35)
parts per million (two-hundred (200) parts per million if delivered from Canyon Reef
Carriers Pipeline), by weight, of total sulfur.(e)
    
    Temperature. Product shall not exceed a temperature of one hundred
twenty degrees Fahrenheit. (120°F).(f)
    
    Nitrogen. Product shall not contain more than four mole percent (4%) of
nitrogen.
 Page 11




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##### 



(g)
    
    Hydrocarbons. Product shall not contain more than five mole percent (5%)
of hydrocarbons and the dew point of Product (with respect to such hydrocarbons) shall
not exceed minus twenty degrees Fahrenheit (-20°F).(h)
    
    Oxygen. Product shall not contain more than ten (10) parts per
million, by weight, of oxygen.(i)
    
    Other. Product shall not contain more than 0.3 (three tenths)
gallons of glycol per MMCF and at no time shall such glycol be present in a liquid
state at the pressure and temperature conditions of the pipeline.
 Testing
 Failure to Meet Quality Specifications
 ARTICLE X  MEASUREMENT
 Measurement Point
 Page 12




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##### 



Procedure
 Atmospheric Pressure American Petroleum Institute. Manual of Petroleum Standards
 Meter Standards American
Petroleum Institute. Manual of Petroleum Measurement Standards
 Temperature
 Density
 Samples
 ARTICLE XI  MEASURING EQUIPMENT AND TESTING
 Meter Stations
 Meter Tests
 Page 13




---



##### 



Meter Out of Service
 Record Retention
 ARTICLE XII  WARRANTIES
 Sellers Warranty
 Warranty of Title
 Title Passage
 Page 14




---



##### 



Other Warranties
 ARTICLE XIII  INDEMNIFICATION
 Liability and Indemnity SELLER SHALL BE RESPONSIBLE FOR THE PRODUCT,
INCLUDING RISK OF LOSS, AND ANY CLAIMS, LIABILITIES OR DAMAGE CAUSED TO PRODUCT UNTIL THE TIME IT
IS DELIVERED TO BUYER AT THE DELIVERY POINT. BUYER SHALL BE RESPONSIBLE FOR THE PRODUCT AFTER THE
TIME IT IS DELIVERED TO BUYER AT THE DELIVERY POINT, INCLUDING RISK OF LOSS, AND ANY CLAIMS,
LIABILITIES OR DAMAGE TO PRODUCT. THE PARTY RESPONSIBLE FOR THE PRODUCT SHALL INDEMNIFY, DEFEND,
AND HOLD HARMLESS THE OTHER PARTY WITH RESPECT TO ANY CLAIMS (INCLUDING
REASONABLE ATTORNEY FEES AND COURT COSTS), LIABILITIES OR DAMAGE TO PRODUCT WHILE THE PRODUCT IS IN
SAID PARTYS RESPONSIBILITY.
 EACH OF THE PARTIES HERETO AGREES THAT IT WILL ASSUME ALL RISK AND LIABILITY FOR ANY INJURY,
INCLUDING DEATH, OR DAMAGES TO PROPERTY (EXCEPT PRODUCT) RESULTING FROM THE CONDUCT OF ITS AGENTS
OR EMPLOYEES IN CONNECTION WITH THE SALE AND PURCHASE OF PRODUCT HEREUNDER, AND WILL SAVE AND HOLD
HARMLESS, DEFEND AND INDEMNIFY THE OTHER PARTY FOR ANY AND ALL LOSSES, SUITS, CLAIMS OR ACTIONS,
COSTS, DAMAGES, DEMANDS OR EXPENSES RESULTING AT ANY TIME FROM ANY AND ALL CAUSES DUE TO ANY ACT
OR OMISSION, INCLUDING ANY NEGLIGENT ACT OR OMISSION, OF EITHER ITSELF OR ITS AGENTS OR EMPLOYEES.
 IT IS THE PURPOSE OF THIS SECTION TO INDICATE THAT EACH PARTY SHALL BE RESPONSIBLE FOR ITS
OWN ACTS AND THE RESULTS THEREOF. NOTWITHSTANDING ANY PROVISION OF THIS SECTION 13.1, WHERE
PERSONAL INJURY, DEATH, OR LOSS OF OR DAMAGE TO PROPERTY RESULTS FROM THE JOINT OR CONCURRENT
NEGLIGENCE OR WILLFUL MISCONDUCT OF BOTH BUYER AND SELLER HERETO, THE PARTIES DUTY OF
INDEMNIFICATION SHALL BE IN PROPORTION TO EACH PARTYS ALLOCABLE SHARE OF JOINT OR CONCURRENT
NEGLIGENCE OR WRONGFUL MISCONDUCT EVEN IF ONE OF THE PARTIES ARE MORE THAN FIFTY PERCENT (50%) AT
FAULT.
 THIS SECTION SHALL SURVIVE TERMINATION OF THIS CONTRACT.
 Limitation of Liability NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, IN NO EVENT SHALL BUYER OR SELLER BE LIABLE TO THE OTHER PARTY HERETO FOR ANY LOST OR
PROSPECTIVE PROFITS OR ANY OTHER SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL OR
INDIRECT LOSSES OR DAMAGES (IN TORT, CONTRACT OR OTHERWISE) UNDER OR IN RESPECT HERETO HOWSOEVER
CAUSED, WHETHER OR NOT ARISING FROM THE BUYERS OR SELLERS SOLE, JOINT OR
CONCURRENT NEGLIGENCE.
 Page 15




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##### 



Waiver NO WAIVER BY SELLER OR BUYER OF ANY DEFAULT OF THE
OTHER PARTY UNDER THIS CONTRACT SHALL OPERATE AS A WAIVER OF ANY SUBSEQUENT DEFAULT, WHETHER OF A
LIKE OR A DIFFERENT CHARACTER.
 Page 16




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##### 



ARTICLE XIV  FORCE MAJEURE
 Force Majeure (except the obligation to pay money which arose prior
the force majeure event or the obligation to make the Termination payment per Section 5.6),
   ARTICLE XV  SUCCESSORS AND ASSIGNS
  Page 17




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##### 



ARTICLE XVI  NOTICES
  If to Buyer:
    
    Resolute Natural Resources Company320 South Boston Avenue, Suite 840Tulsa,OK 74103Attn.: James KincaidTelephone: 918-388-9444Fax: 918-388-9500If to Seller:
    
    Kinder Morgan CO2 Company. L.P.Attn.: President500 Dallas, Suite 1000Houston, TX 77002Telephone:Fax: 713-369-9195
 Page 18




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##### 



ARTICLE XVII  MISCELLANEOUS
 Entirety of Contract. Modification and Non-Waiver
 Headings
 Exhibits
 Counterpart Execution
 Third Party Rights
 Confidentiality
  a.
    
    Information specifically allowed in writing to be disclosed to third parties;
 Page 19




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##### 



b.
    
    Information which at the time of disclosure was already in the public
domain;c.
    
    Information which enters the public domain through no act or
failure on the part of the other party, andd.
    
    Information which prior to disclosure was already in the
possession of the recipient.
    Conflict of Interest
  Safety
 Termination Upon Default
 Page 20




---



##### 



Applicable Law
 Waiver of Deceptive Trade Practices Act
 Relationship to the Parties
 Invalidity
 Origin of Contract
 Page 21




---



##### 



IN WITNESS WHEREOF,
 SELLER:KINDER MORGAN CO2 COMPANY, L.P.By:
    
    Kinder Morgan G.P., Inc.Its
    
    General PartnerBy:
    
    Kinder Mergan Management, LLCIts
    
    DelegateDate: 6/20/07
    
    By:
    
    /s/ R T BradleyPrinted Name:
    
    R T BradleyTitle:
    
    Vice PresidentBUYER:RESOLUTE NATURAL RESOURCES COMPANYDate: 6/19/07
    
    By:
    
    /s/ James M. PicconePrinted Name:
    
    James M. PicconeTitle:
    
    President
 Page 22




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##### 



Exhibit A  TO PRODUCT SALE AND PURCHASE AGREEMENT  RESOLUTE NATURAL RESOURCES COMPANY
 CONTRACTED PRODUCT
 2
 TotalYearlyQuantityTotal Daily
    
    BCF perAneth Unit
    
    McElmo
    
    Ratherford
    
    Contract
    
    YearContract Year
    
    Aneth Unit
    
    Expansion
    
    Creek Unit
    
    Expansion
    
    Quantity
    
    (Rounded)DCO
    
    DCO
    
    DCO
    
    DCO
    
    DCO
    
    TYO7/1/2007
    
    
    
    6,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,000
    
    
    
    0.198/1/2007
    
    
    
    5,497
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,497
    
    
    
    0.179/1/2007
    
    
    
    11,344
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,344
    
    
    
    0.3410/01/2007
    
    
    
    25,200
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,200
    
    
    
    0.7811/1/2007
    
    
    
    24,889
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24,889
    
    
    
    0.7512/1/20007
    
    
    
    24,445
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24,445
    
    
    
    0.761/1/2008
    
    
    
    32,245
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32,245
    
    
    
    11.801/1/2009
    
    
    
    23,107
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,107
    
    
    
    8.431/1/2010
    
    
    
    11,922
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,922
    
    
    
    4.351/1/2011
    
    
    
    12,514
    
    
    
    
    
    
    
    11,798
    
    
    
    
    
    
    
    24,312
    
    
    
    8.871/1/2012
    
    
    
    9,148
    
    
    
    
    
    
    
    9,440
    
    
    
    
    
    
    
    18,589
    
    
    
    6.801/1/2013
    
    
    
    6,723
    
    
    
    
    
    
    
    6,987
    
    
    
    
    
    
    
    13,710
    
    
    
    5.001/1/2014
    
    
    
    4,884
    
    
    
    
    
    
    
    4,566
    
    
    
    
    
    
    
    9,451
    
    
    
    3.451/1/2015
    
    
    
    3,435
    
    
    
    
    
    
    
    3,458
    
    
    
    
    
    
    
    6,893
    
    
    
    2.521/1/2016
    
    
    
    2,268
    
    
    
    
    
    
    
    2,458
    
    
    
    
    
    
    
    4,726
    
    
    
    1.7341.81
    
    
    
    
    
    
    
    14.14Total Contract Quantity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55.95
 Page 23




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##### 



Exhibit B  TO PRODUCT SALE AND PURCHASE AGREEMENT  RESOLUTE NATURAL RESOURCES COMPANY
 TOTAL PROJECTED UNCONTRACTED PRODUCT
 2
 Aneth
    
    
    
    
    
    Total DailyContract
    
    Aneth
    
    Unit
    
    Ratherford
    
    Contract
    
    Total Yearly QuantityYear
    
    Unit
    
    Expansion
    
    Expansion
    
    Quantity
    
    BCF per Year (Rounded)DCO
    
    DCO
    
    DCO
    
    DCO
    
    TYO8/1/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1/1/2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1/1/2009
    
    
    
    
    
    
    42,001
    
    
    
    
    
    
    
    42,001
    
    
    
    15.331/1/2010
    
    
    
    
    
    
    27,314
    
    
    
    
    
    
    
    27,314
    
    
    
    9.971/1/2011
    
    
    
    
    
    
    16,729
    
    
    
    35,733
    
    
    
    52,462
    
    
    
    19.151/1/2012
    
    
    
    
    
    
    10,611
    
    
    
    25,444
    
    
    
    36,055
    
    
    
    13.201/1/2013
    
    
    
    
    
    
    6,787
    
    
    
    18,813
    
    
    
    25,600
    
    
    
    9.341/1/2014
    
    
    
    
    
    
    4,235
    
    
    
    14,214
    
    
    
    18,449
    
    
    
    6.731/1/2015
    
    
    
    
    
    
    2,444
    
    
    
    10,913
    
    
    
    13,357
    
    
    
    4.881/1/2016
    
    
    
    
    
    
    1,137
    
    
    
    8,467
    
    
    
    9,604
    
    
    
    3.5240.62
    
    
    
    41.49Total Uncontracted Quantity
    
    
    
    
    
    
    
    
    
    
    82.12
 Page 24