##### 



Exhibit
10.18
 (MulticurrencyCross Border)
 MASTER AGREEMENT
  BNP PARIBAS
    
    TETON ENERGY CORPORATION
  
 1. Interpretation
 Definitions .
 Inconsistency .
 Single Agreement .
 2. Obligations
 (a)
    
    General Conditions.




---



##### 



Change of Account.
 Netting.
 (i)
    
    in the same currency; and(ii)
    
    in respect of the same Transaction,
   Deduction or Withholding for Tax.
 Gross-Up  X 
       2
    
    ISDA® 1992




---



##### 



Liability. If:
     Default Interest; Other Amounts.
 3. Representations
  Basic Representations.
 Status.
 Powers.
 No Violation or Conflict
 Consents.
 Obligations Binding.
 3
    
    ISDA® 1992




---



##### 



Absence of Certain Events.
 Absence of Litigation.
 Accuracy of Specified Information.
 Payer Tax Representation.
 Payee Tax Representations.
 Agreements
  Furnish
Specified Information.
     Maintain Authorisations.
 Comply with Laws.
 Tax Agreement.
 Payment of Stamp Tax.
 4
    
    ISDA® 1992




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##### 



5. Events of Default and Termination Events
 Events of Default.
 Failure to Pay or Deliver.
 Breach of Agreement.
 Credit Support Default.
    Misrepresentation.
 Default under Specified Transaction.
 Cross Default.
 5
    
    ISDA® 1992




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##### 



Bankruptcy.
  Merger Without Assumption.
   Termination Events.
 6
    
    ISDA® 1992




---



##### 



Illegality.
   Tax Event. x
 Tax Event Upon Merger.
 Credit Event Upon Merger.  X  X X
 Additional Termination Event.
 Event of Default and Illegality.
 7
    
    ISDA® 1992




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##### 



6. Early Termination
 Right to Terminate Following Event of Default.
 Right to Terminate Following Termination Event.
 Notice.
 Transfer to avoid Termination Event.
 
 Two Affected Parties.
 Right to Terminate
    8
    
    ISDA® 1992




---



##### 



Effect of Designation.
   Calculations.
 Statement.
 Payment Date.
 Payments on Early Termination.
 Events of Default.
 First Method and Market Quotation.
 First Method and Loss.
 Second Method and Market Quotation.
 9
    
    ISDA® 1992




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##### 



Second Method and Loss.
 Termination Events.
 One Affected Party.
 Two Affected Parties.
  X 
 " X " Y
 X
 Adjustment for Bankruptcy.
 Pre-Estimate.
 10
    
    ISDA® 1992




---



##### 



7. Transfer
     8. Contractual Currency
 Payment in the Contractual Currency.
 Judgments.
 Separate Indemnities.
 Evidence of Loss.
 11
    
    ISDA® 1992




---



##### 



9. Miscellaneous
 Entire Agreement.
 Amendments.
 Survival of Obligations.
 Remedies Cumulative.
 Counterparts and Confirmations.
   No Waiver of Rights.
 Headings.
 10. Offices; Multibranch Parties
    11. Expenses
  12
    
    ISDA® 1992




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##### 



12. Notices
 Effectiveness.
       Change of Addresses.
 13. Governing Law and Jurisdiction
 Governing Law.
 Jurisdiction.
    Service of Process.
 13
    
    ISDA® 1992




---



##### 



Waiver of Immunities.
 14. Definitions
  Additional Termination Event
 Affected Party
 Affected Transactions
 Affiliate
 Applicable Rate
     Burdened Party
 Change in Tax Law
 consent
 Credit Event Upon Merger
 Credit Support Document
 Credit Support Provider
 Default Rate
 14
    
    ISDA® 1992




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##### 



Defaulting Party
 Early Termination Date
 Event of Default
 Illegality
 Indemnifiable Tax
 law lawful unlawful
 Local Business Day
 Loss
 Market Quotation
 15
    
    ISDA® 1992




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##### 



Non-default Rate
 Non-defaulting Party
 Office
 Potential Event of Default
 Reference Market-makers
 Relevant Jurisdiction
 Scheduled Payment Date
 Set-off
 Settlement Amount
   Specified Entity
 16
    
    ISDA® 1992




---



##### 



Specified Indebtedness
 Specified Transaction
 Stamp Tax
 Tax
 Tax Event
 Tax Event Upon Merger
 Terminated Transactions
 Termination Currency
 Termination Currency Equivalent
 Termination Event
 Termination Rate
 Unpaid Amounts
 17
    
    ISDA® 1992




---



##### 



BNP PARIBAS
    
    
    
    TETON ENERGY CORPORATION(Name of Party)
    
    
    
    (Name of Party)By:
    
    /s/ Christopher Taylor
    
    
    
    By:
    
    /s/ Bill I. PenningtonName:
    
    Christopher Taylor
    
    
    
    
    
    Name:
    
    Bill I. PenningtonTitle:
    
    Vice President/Derivatives Credit
    
    
    
    
    
    Title:
    
    Executive Vice President/CFODate:
    
    10-30-06
    
    
    
    
    
    Date:/s/ Dora SungDora SungManaging DirectorBNP Paribas / CIT Group/s/ K. F. ArlethK. F. ArlethPres. & CEOTeton Energy




---



##### 



(Bilateral Form)
    
    (ISDA Agreements Subject to New York Law Only)
 
 International Swaps and Derivatives Association, Inc.
 CREDIT SUPPORT ANNEX
 to the Schedule to the
 ISDA MASTER AGREEMENT
   BNP PARIBAS
    
    
    
    TETON ENERGY CORPORATIONand(Party A)
    
    
    
    (Party B)
   Paragraph 1. Interpretation
 Definitions and Inconsistency.
 Secured Party and Pledgor . provided,
however
 Paragraph 2. Security Interest
   1




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##### 



Paragraph 3. Credit Support Obligations
 Delivery Amount. Delivery Amount
   Return Amount. Return Amount
   Credit Support Amount provided, however,
 Paragraph 4. Conditions Precedent, Transfer Timing, Calculations and substitutions
 Conditions Precedent.
   Transfer Timing.
 Calculations.
  2




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##### 



(d) Substitutions.
  provided
 Paragraph 5. Dispute Resolution
    provided
     3




---



##### 



Paragraph 6. Holding and Using Posted Collateral
 Care of Posted Collateral.
 Eligibility to Hold Posted Collateral; Custodians.
 General.
 Failure to Satisfy Conditions.
 Liability.
 Use of Posted Collateral.
    Distributions and Interest Amount .
 Distributions.
  4




---



##### 



Interest Amount.
 Paragraph 7. Events of Default
     Paragraph 8. Certain Rights and Remedies
 Secured Partys Rights and Remedies.
       5




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##### 



Pledgors Rights and Remedies. If of of
  of if
   of
 of
 Deficiencies and Excess Proceeds. of
 Final Returns.
 Paragraph 9. Representations
 of
 of
  of of of
 of of
  6




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##### 



Paragraph 10. Expenses
 General.
 Posted Credit Support.
 Liquidation/Application of Posted Credit Support.
 Paragraph 11. Miscellaneous
 Default Interest.
 Further Assurances.
 Further Protection.
 Good Faith and Commercially Reasonable Manner.
 Demands
and Notices.
 Specifications of Certain Matters.
  7




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##### 



Paragraph 12. Definitions
  Cash
 Credit Support Amount
 Custodian Paragraphs 6(b)(i)
 Delivery Amount
 Disputing Party
 Distributions
 Eligible
Collateral items in
 Eligible Credit Support
 Exposure to a to provided
 Independent
Amount far
 Interest Amount
 the
   Interest Period Amount is to
 Interest Rate
 Local
Business Day, wall
  8




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##### 



Minimum Transfer Amount
 Notification Time
 Obligations
 Other Eligible Support
 Other Posted Support
 Pledgor
 Posted Collateral
 Posted Credit Support
 Recalculation Date
 Resolution Time
 Return
Amount
 Secured Party
 Specified
Condition
 Substitute Credit Support
 Substitution
Date
 Threshold
 Transfer
      9




---



##### 



Valuation Agent
 Valuation Date
 Valuation Percentage
 Valuation Time
 Value
       10




---



##### 



Execution
 PARTY A: BNP PARIBAS  SECURED PARTY
 PARTY B: TETON ENERGY CORPORATION  PLEDGOR
 PARAGRAPH 13. ELECTION AND VARIABLES
 (a)
    
    Security Interest for Obligations.The term Obligations as used in this Annex includes
the following additional obligations of the Pledgor: None.(b)
    
    Credit Support Obligations.(i)
    
    Delivery Amount, Return Amount and Credit Support Amount
 Delivery Amount
 Return Amount
 Credit Support Amount
 (ii)
    
    Eligible Collateral.The following items will qualify as Eligible Collateralfor the
party specified:
 ValuationPledgor
    
    PercentageCash
    
    þ
    
    
    100
    %
 (iii)
    
    Other Eligible Support.The following items will qualify as Other Eligible Support:
Not Applicable(iv)
    
    Thresholds.
 (A)
    
    Independent Amountfor the Pledgor means, None.(B)
    
    Thresholdfor the Pledgor means zero.(C)
    
    Minimum Transfer Amountwith respect to transfer of Eligible Credit
Support by the Secured Party and the Pledgor means USD 100,000 (One Hundred
Thousand US Dollar); provided however, the Minimum Transfer Amount with respect to
the Pledgor and Secured Party shall be zero if an Event of Default or Termination
Event has occurred or is continuing.(D)
    
    Rounding.The Delivery Amount and the Return Amount will be rounded up
and down to the nearest integral multiple of USD10,000 (Ten Thousand US Dollars)
respectively; provided however, the Delivery Amount and Return Amount shall be $1
if an Event of Default or Termination Event has occurred or is continuing.
 (c)
    
    Valuation and Timing.
 Valuation Agent
 11




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##### 



Execution
 Valuation Date
 Valuation Time
 o
 þ provided
 Notification Time
 Transfer Timing and Calculations.
 Transfer Timing.
 Calculations.
 (d)
    
    Conditions Precedent and Secured Partys Rights and Remedies.The following Termination
Event(s) will be Specified Conditions for the Pledgor:
 Illegality
    
    
    þTax Event
    
    
    oTax Event Upon Merger
    
    
    oCredit Event Upon Merger
    
    
    þAdditional Termination Event(s)
    
    
    þ
 (e)
    
    Substitution.
 Substitution Date
 Consent.
 12




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##### 



Execution
 (f)
    
    Dispute Resolution.
 Resolution Time
 Value.
 Alternative.
 (g)
    
    Holding and Using Posted Collateral.
 (i) Eligibility to Hold Posted Collateral; Custodians.The Secured Party will be
entitled to hold Posted Collateral pursuant to Paragraph 6(b), provided that the
Secured Party is not a Defaulting Party.(ii)
Use of Posted Collateral.The provisions of Paragraphs 6(c)(i)
will apply.
 (h)
    
    Distributions and Interest Amount.
 (i)   Interest Rate.The Interest Rate for each New York Banking Day means the opening
rate for overnight Federal Funds in effect for such day as reported on Bloomberg, and for
each other day, such rate on the next preceding New York Banking
Day.(ii)  Transfer of Interest Amount.The Transfer of the Interest Amount will be made on the
last Local Business Day of each calendar month and on any Local Business Day that Posted
Collateral in the form of Cash is Transferred to the Pledgor pursuant
to Paragraph 3(b).(iii) Alternative to Interest Amount.The provisions of Paragraph 6(d)(ii) will apply.(iv) Interest Amountmeans with respect to an Interest Period, the aggregate sum of the
amounts of interest calculated for each day in that Interest Period on the principal amount
of Posted Collateral in the form of Cash held by the Secured Party on that day (but for
these purposes, Posted Collateral will exclude any amount of interest calculated for any day
within the relevant Interest Period not due to be transferred pursuant to Paragraph 6(d)(ii)
and (h)(ii) hereof), determined by the Secured Party for each such
day as follows:(x)  
the amount of Cash on that day; multiplied by(y)  the Interest Rate in effect for that day; divided by(z)  360Additional Representation(s):Not Applicable
 (j)
    
    Other Eligible Support and Other Posted Support:Not Applicable.(k)
    
    Demands and Notices.
  13




---



##### 



Execution
 the Secured Party
 
   the Pledgor
 th
 (1)
    
    Address for Transfers.
   (m)
    
    Other Provisions.
 Definition of Secured Party and Pledgor,
 Valuation Agents City.
 Certain Distributions Received.
 Taxes in Connection with Interest Amounts.
 14




---



##### 



Execution
 Failure to Transfer.
 IN WITNESS WHEREOF,
 BNP PARIBAS
    
    
    
    TETON ENERGY CORPORATIONBy:
    
    /s/ Christopher Taylor
    
    
    
    By:
    
    /s/ Karl F. ArlethName:
    
    Christopher Taylor
    
    
    
    Name:
    
    Karl F. ArlethTitle:
    
    Vice President/Derivatives Credit
    
    
    
    Title:
    
    Chief Executive Officer & PresidentBy:
    
    /s/ Dora Sung
    
    
    
    By:
    
    /s/ Bill I. PenningtonName:
    
    DORA SUNG
    
    
    
    Name:
    
    Bill I. PenningtonTitle:
    
    MANAGING DIRECTORBNP Paribas/ CIT Group
    
    
    
    Title:
    
    CFO & Executive Vice President
 15




---



##### 



Execution
 SCHEDULE
to the
Master Agreement
dated as of October 24, 2006
between
BNP PARIBAS, a bank organized under the laws of France (Party A)
and
TETON ENERGY CORPORATION, a corporation organized under the laws of Delaware
(Party B)
 PART I
TERMINATION PROVISIONS
 (a)
    
    Specified Entity:
 (i)
    
    means, in relation to Party A, for the purpose of:
 Section 5(a)(v), Default under Specified Transaction
    
    NoneSection 5(a)(vi), Cross Default
    
    NoneSection 5(a)(vii), Bankruptcy
    
    NoneSection 5(b)(iv), Credit Event Upon Merger
    
    None
 (ii)
    
    means, in relation to Party B, for purposes of:
 Section 5(a)(v), Default under Specified Transaction
    
    NoneSection 5(a)(vi), Cross Default
    
    Its AffiliatesSection 5(a)(vii), Bankruptcy
    
    NoneSection 5(b)(iv), Credit Event Upon Merger
    
    Its Affiliates
 (b)
    
    Specified Transactionwill have the meaning specified below:(a) any transaction (including an agreement with respect to any such transaction) now existing
or hereafter entered into between one party to this Agreement (or any Credit Support Provider
of such party or any applicable Specified Entity of such party) and the other party to this
Agreement (or any Credit Support Provider of such other party or any applicable Specified
Entity of such other party) which is not a Transaction under this Agreement but (i) which is a
rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap,
commodity option, equity or equity index swap, equity or equity index option, bond option,
interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar
transaction, currency swap transaction, cross-currency rate swap transaction, currency option,
credit protection transaction, credit swap, credit default swap, credit default option, total
return swap, credit spread transaction, repurchase transaction, reverse repurchase
transaction, buy/sell-back transaction, securities lending transaction, weather index
transaction or forward purchase or sale of a security, commodity or other financial instrument
or interest (including any option with respect to any of these transactions) or (ii) which is
a type of transaction that is similar to any transaction referred to in clause (i) above that
is currently, or in the future becomes, recurrently entered into in the financial markets
(including terms and conditions incorporated by reference in such agreement) and which is a
forward, swap, future, option or other derivative on one or more rates, currencies,
commodities, equity securities or other equity instruments, debt securities or other debt
instruments, or economic indices or measures of




---



##### 



Execution
 economic risk or value, or other benchmarks against which payments or deliveries are
to be made, (b) any combination of these transactions and (c) any other transaction
identified as a Specified Transaction in this Agreement or the relevant confirmation.(c)
    
    The Cross Defaultprovisions of Section 5(a)(vi) will apply to Party A and will
apply to Party B.If such provisions apply:-Specified Indebtednesswill have the meaning specified in Section 14 of this Agreement
but will exclude deposits received by a party in the ordinary course of its banking
business.Section 5 (a) (vi) (2) shall be modified by appending the following at the end thereof:provided, however, that an Event of Default under Section 5(a)(vi)(2) shall not
occur if: (i) the relevant default in making payment was caused by an error or
omission of a technical, administrative or operational nature; (ii) funds were
available to such party to enable it to make the relevant payment when due; and (iii)
such relevant payment is made within three business days for value (with interest) on
the original due date of payment, following receipt of written notice from an
interested party of such failure to pay.Threshold Amountmeans with respect to Party A three per cent (3%) of Party As
shareholders equity (as stated in the most recently published annual accounts of Party A) (or
the equivalent thereof in any other currency or currencies) and with respect to Party B USD
500,000 (Five Hundred Thousand US Dollars) (or the equivalent thereof in any other currency
or currencies).(d)
    
    The Credit Event Upon Mergerprovisions of Section 5(b)(iv) will apply to Party A and will
apply to Party B.(e)
    
    The Automatic Early Terminationprovision of Section 6(a) will not apply to either party.(f)
    
    Payments on Early Termination.For the purpose of Section 6(e) of this
Agreement:-
 (i)
    
    Loss will apply.(ii)
    
    The Second Method will apply.
 (g)
    
    Termination Currencymeans United States Dollars.(h)
    
    Additional Termination Eventwill apply. The following shall constitute an
Additional Termination Event with Party B as the Affected Party. All Transactions
shall be Affected Transactions and Party A shall, at its option, designate an Early
Termination Date:(i) Breach of Covenants and/or Events of Default in the Credit Agreement.If, at anytime,
Party B breaches any Covenants or there occurs an Event of Default (as defined in the
Credit Agreement) in the Credit Agreement.As used herein and throughout this Agreement, Credit Agreement means that certain Credit
Agreement dated as of June 15, 2006, by and among Teton Energy Corporation, as Borrower; BNP
Paribas, as Administrative Agent; and each other Financial Institutions listed or named
therein including but not limited to BNP Paribas, as Bank or Lender and all documents
defined as or referred to as security, collateral or guaranty therein, such may from time to
time be amended, modified or supplemented.




---



##### 



Execution
 PART 2
TAX REPRESENTATIONS
 (a)
    
    PayerRepresentations,For the purpose of Section 3(e) of this Agreement, Party A will make
the following representation and Party B will make the following representation:-It is not required by any applicable law, as modified by the practice of any relevant
governmental revenue authority, of any Relevant Jurisdiction to make any deduction or
withholding for or on account of any Tax from any payment (other than interest under Section
2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party under this
Agreement. In making this representation, it may rely on:-
 (i)
    
    the accuracy of any representations made by the other party pursuant to Section
3(f) of this Agreement;(ii)
    
    the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of
this Agreement and the accuracy and effectiveness of any document provided by the
other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement; and(iii)
    
    the satisfaction of the agreement of the other party contained in Section 4(d)
of this Agreement,
 provided
 (b)
    
    Party A Payee Tax Representations.For the purpose of Section 3(f), Party A makes
the following representations:
     Specified Treaty
 (c)
    
    Party B Payee Tax Representations.For the purpose of Section 3(f), Party B makes
the following representation:(i) Teton Energy Corporation is an independent energy company engaged primarily in the
development, production, and marketing of natural gas and oil in
North America. Any payment received by it in connection with any Transaction entered into
hereunder will be effectively connected with its conduct of a trade or business in the
United States.




---



##### 



Execution
 PART 3
 AGREEMENT TO DELIVER DOCUMENTS
  (a)
    
    Tax forms, documents or certificates to be delivered are:-
 Party required toDeliver
    
    
    
    Date by which toDocument
    
    Form/Document/Certificate
    
    be deliveredParty A
    
    An executed United States
Internal Revenue Service
Form W-8BEN (or any
successor thereto) with
respect to any payments
received or to be
received by Party A that
are not effectively
connected or otherwise
attributable to Party As
conduct of a trade or
business in the United
States.An
executed United States
Internal Revenue Service
Form W-8ECI (or any
successor thereto) with
respect to any payments
received or to be
received by Party A that
are effectively connected
or otherwise attributable
to Party As conduct of a
trade or business in the
United States.
    
    Upon execution of
this Agreement.Party B
    
    An executed United States
Internal Revenue Service
W-9 (or any successor
thereto), if applicable,
with respect to any
payments received or to
be received by Party B.
    
    Upon execution of
this Agreement, and
thereafter promptly
upon reasonable
demand by Party APARTY A and PARTY B
    
    Any form, document or
certificate reasonably
requested by the other
party in order for such
other party to be able to
make payments hereunder
without withholding for
or on account of Taxes or
with such withholding at
a reduced rate.
    
    As soon as
practicable
following written
demand.
 (b)
    
    Other documents to be delivered are:




---



##### 



Execution
 Party required
    
    
    
    Date by
    
    Covered byto deliver
    
    
    
    which to be
    
    Section 3(d)document
    
    Form / Document / Certificate
    
    delivered
    
    RepresentationParty A
and
Party B
    
    Such proof as Party A
and Party B
may reasonably
request of the names,
true signatures and
authority of persons
signing this
Agreement on its
behalf and any other
document referred to
herein to which it is
a party
    
    on signing
    
    YesParty B
    
    Certified copies of
all corporate
authorisations and
any other documents
with respect to the
execution, delivery
and performance of
this Agreement (and
any Credit Support
Document, if
applicable); together
with a certificate of
authority and
specimen signatures
of the persons
executing this
Agreement (and any
Credit Support
Document, if
applicable);
    
    On signing
    
    YesParty B
    
    A copy of Party Bs
(and any of its
Credit Support
Providers, if
applicable) most
recently available
annual report
containing audited
financial statements
for Party Bs, most
recently ended fiscal
year certified by its
(and its Credit
Support Providers,
if applicable),
independent public
accountants as fairly
presenting Party Bs
(and its Credit
Support Providers,
if applicable),
financial condition
and results of
operations for
and as at the
close of such fiscal
year.
    
    Promptly after
a request by
Party A
    
    YesWith respect to Party
As annual report,
please access the
website:www.bnpparibas.co
m.Party B
    
    A copy of Party Bs
(and any of its
Credit Support
Providers, if
applicable) most
recently
available
unaudited
financial statements
for Party Bs (and
its Credit Support
Providers, if
applicable) most
recently ended fiscal
quarter certified by
Party Bs (and its
Credit Support
Providers, if
applicable), chief
financial officer as
fairly presenting
Party Bs (and its
Credit Support
Providers, if
applicable),
financial condition
and results of
operations for and as
at the close of such
quarter;
    
    Promptly
after a
request by
Party A
    
    No




---



##### 



Execution
 Party required
    
    
    
    Date by
    
    Covered byto deliver
    
    
    
    which to be
    
    Section 3(d)document
    
    Form / Document / Certificate
    
    delivered
    
    RepresentationParty B
    
    Each regular
financial and/or
business reporting
document that is
distributed or is
generally available
to Party Bs (and its
Credit Support
Providers, if
applicable),
partners,
shareholders,
creditors or
investors or is filed
with any regulatory
authorities and is
publicly available or
relates to Party Bs
(and its Credit
Support Providers,
if applicable),
financial condition;
    
    Promptly after a
request by Party A
    
    YesParty B
    
    Such other
information
respecting
Party Bs (and
its Credit
Support
Providers, if
applicable),
condition or
operations,
financial or
otherwise, as Party A
may reasonably
request from time to
time;
    
    promptly
after a
request by
Party A
    
    YesParty B
    
    Written notification
of appointment
of Party B
(and/or its Credit
Support
Providers, if
applicable)
Process
Agent and
evidence of the
acceptance
of such
appointment by the
Process Agent[s];
    
    upon
execution
and
delivery of
this
Agreement
    
    NoParty B
    
    The Credit Support
Document duly
executed by
Party B or its
Credit
Support
Provider.
    
    upon
execution
and
delivery of
this
Agreement
    
    Yes
 PART 4
MISCELLANEOUS
 (a)
    
    Addresses for Notices.For the purpose of Section 12(a) of this Agreement:-Address for notices or communications to Party A:With respect to Commodity Related Transactions :-BNP Paribas, New York branchAddress:             787 Seventh Avenue, 3rd Floor, New York, New York 10019Attention:           Commodity Indexed Transactions Group (CITG)Copy to:             CITG Legal Documentation /CITG Operations DepartmentFacsimile No.:    (212)841-2041/2884     Tel. No:      (212) 841-2000/3429With respect to this Agreement for any other purpose:.BNP Paribas, New York branchAddress:             787 Seventh Avenue, New York, New York 10019Attention:            Legal and Transaction Management Group  ISDAFacsimile No:     212-841-3561    Tel. No:    212-841-3025




---



##### 



Execution
 Mandatory copy to:BNP Paribas Head OfficeAddress:      20 boulevard des Italiens, 75009 ParisAttention:      Legal and Transaction Management Group  ISDAFacsimile No:    +(33) (0) 1 4014 0114/5577 3261,   Tel. No:   +(33) (0) 1 4014 0199Address for notices or communications to Party B:-Teton Energy CorporationAddress:            410 17th St., Suite 1850, Denver, CO 80202Attention:          Bill I. Pennington, Executive VP and CFOFacsimilie No:    303-565-4606 Tel. No. 303-565-4600(b)
    
    Process Agent,For the purpose of Section 13(c) of this
Agreement:-Party A appoints as its Process Agent:Its New York branch at 787 Seventh Avenue, New York, New York 10019, attn: Legal and
Transaction Management Group.Party B appoints as its Process Agent:CT Corporation with offices on the date hereof at 111 Eighth Avenue, New York, New York
10011(c)
    
    Offices.The provisions of Section 10(a) will apply to this Agreement.(d)
    
    Multibranch Party.For the purpose of Section
10(c) of this Agreement:-Party A is a
Multibranch Party and may act through the following Offices: Party A Head Office, New York,
Tokyo, London, Hong Kong, Singapore, Sydney (AFSL 238043), Dublin and Grand Cayman.And the following additional Offices with respect to FX and FX Currency Option
Transactions:Bangkok, Taipei, Taipei Offshore Banking Unit, Seoul, Manama, Manila,
Mumbai, Frankfurt, Amsterdam, Athens, Luxembourg, Oslo, Brussels, Madrid, Milan, and St.
Helier.Party B is not a Multibranch Party.(e)
    
    Calculation Agent.The Calculation Agent is Party A. The failure by Party A to perform its
obligations as Calculation Agent hereunder shall not be construed as an Event of Default or
Termination Event.(f)
    
    Credit Support Document.The Guaranty and Pledge Agreement under the Credit Agreement, such may from time to time
be amended, modified or supplemented, shall be a Credit Support Document in relation to
Party B and is incorporated herein by reference.




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##### 



Execution
  (g)
    
    Credit Support Provider.With respect to party A, Not Applicable; and with respect to Party B,
the Guarantors as defined under the Credit Agreement.(h)
    
    Governing Law.This Agreement will be governed by and construed in accordance with the laws of
the State of New York, without giving effect to its choice of law doctrine (NEW YORK GENERAL
OBLIGATIONS LAW SEC. 5-1401).(i)
    
    Netting of Payments.Subparagraph (ii) of
Section 2(c) of this Agreement will apply only to
Transactions that are other than Commodity Derivative Transaction, Foreign Exchange
Transactions of Currency Option Transactions unless otherwise stated in any Confirmation.(j)
    
    Affiliatewill have the meaning specified in Section 14 of this Agreement.
 PART 5
OTHER PROVISIONS
 (a)
    
    ISDA DefinitionsThe definitions and provisions contained in the 2000 ISDA Definitions (the ISDA
Definitions) and the 2005 ISDA Commodity definitions (the Commodity Definition), as
published by the International Swaps and Derivatives Association, Inc. and as such definitions
may be further amended or supplemented from time to time (collectively, the Definitions) are
incorporated into used in a Confirmation shall have the meaning set forth in the Definitions,
unless otherwise defined in a Confirmation. In the event of any conflict between the provisions
of this Agreement and the provisions of the Definitions, the provisions of the Agreement shall
apply, and in the event of any conflict between the provisions of this Agreement and a
Confirmation, the provisions of the Confirmation shall apply.(b)
    
    Set-offAny amount (the Early Termination Amount) payable to one party (the Payee) by the
other party (the Payer) under Section 6(e), in circumstances where there is a Defaulting
Party or an Affected Party where a Termination Event under Section 5(b)(iv) has occurred, will,
at the option of the party (X) other than the Defaulting
Party or the Affected Party (and without prior notice to
the Defaulting Party of the Affected Party), be reduced by its set-off against any amount(s)
(the Other Agreement Amount) payable (whether at such time or in the future or upon the occurrence
of the contingency) by the Payee to the Payer irrespective of the currency, place of payment
or booking
office of the obligation under any other agreement(s) (the Other Agreement) between the Payee
and the Payer (and the Other Agreement Amount will be discharged pro tanto). X will give notice
to the other party of any set-off so effected.For this purpose, either the Early Termination Amount or the Other Agreement Amount (or the
relevant part of such amounts) may be converted at the applicable
prevailing exchange rate into the
currency in which the other is denominated.




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##### 



Execution
 
   (c)
    
    Tax EventSection 5(b)(ii) is amended by deleting the words, or there is a substantial likelihood that it
will, from line four thereof.(d)
    
    Scope of Agreement.Section 9 of this Agreement is hereby amended by the addition of
the following new Section 9(h):Notwithstanding anything contained in this Agreement to the contrary, if the parties enter or
have in the past entered into any Specified Transaction excluding repurchase transactions,
reverse repurchase transactions, buy/shell-back transactions, security lending transactions and
forward purchase or sales of securities transactions, such Specified Transaction shall be
subject to, governed by, and construed in accordance with the terms of this Agreement unless
any confirmation or documentation relating thereto shall specifically state to the contrary.
Each such Specified Transaction shall be a Transaction for the purposes of this Agreement and
in the event of any inconsistency between the terms of such Specified
Transaction and the terms of this Agreement, the  terms of such Specified Transaction shall prevail.(e)
    
    Representations.Each party will be deemed to represent to the other party on the
date on which it enters into a Transaction that (absent a written agreement between the
parties that expressly imposes affirmative obligations to the contrary for that
Transaction):
 Non-Reliance.
 Evaluations and Understanding.
 Status of parties.
 Acting as Principal.
 (f)
    
    Representations.Each party will be deemed to represent to the other party on the
date on which it enters into a Transaction that:
 Eligible Contract Participant.




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##### 



Execution
  (g)
    
    Events of Default.Section 5(a) of the Agreement is amended as follows:
 (i)
    
    by deleting the word third appearing on line three in subsection (i) thereof and
substituting the word first therefor;(ii)
    
    by deleting the word thirtieth appearing on line five of subsection (ii) thereof and
substituting the word fifth therefor;(iii)
    
    by inserting the following at the end of subsection (vii)(3) thereof:
  (iv)
    
    by deleting the number 30 appearing on lines ten and eighteen of subsection (vii)
thereof and substituting the number 15 therefor.
 (h)
    
    Consent to Recording.Each party (i) consents to the recording of telephone conversations of
trading and marketing personnel of the parties in connection with this Agreement and any
Transactions hereunder and to the submission of such recordings in evidence in any Proceedings
and (ii) agrees to obtain any necessary consent of, and give notice of such recording to, such
personnel.(i)
    
    Notices.The parties hereby acknowledge and agree to the deletion of the words facsimile
transmission or in line three of Section 12(a) of this Agreement.(j)
    
    Prior Transactions.In the event that Party A and Party B have entered into swaps, options or
similar transactions prior to the execution of this Agreement (Existing Transactions), under
Confirmations or Commodity Hedge Agreements the parties hereby agree that these Existing
Transaction shall for all purposes be Transactions hereunder and shall be subject to all the
terms of this Agreement. However, the delivery of documents pursuant to Part 3 of this
Schedule shall not be required in connection with the Existing Transaction. To the extent the
terms herein conflict with the terms of the agreements governing the
Existing Transactions, the
terms of this Agreement shall apply.(k)
    
    Default Under Specified Transaction.Section 5(a)(v) will be deleted in its entirety and
replaced with the following provision:
 Default under Specified Transaction.




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##### 



Execution
  (l)
    
    Termination EventsSection 5(b) is amended by including the following:
 (vi)
    
    Force Majeure Event.After giving effect to any applicable provision, disruption
fallback or remedy specified in, or pursuant to, the relevant Confirmation or elsewhere is
this Agreement, by reason of force majeure or act of state occurring after a Transaction is
entered into, on any day:-
 (1)
    
    the Office through which such party (which will be the
Affected Party) makes and
receives payments or deliveries with respect to such Transaction is prevented from
performing any absolute or contingent obligation to make a payment or delivery in respect
of such Transaction, from receiving a payment or delivery in respect of such Transaction
or from complying with any other material provision of this Agreement relating to such
Transaction (or would be so prevented if such payment, delivery or
compliance were required on that day), or it becomes impossible or impracticable for such
Office so to perform, receive or comply (or it would be impossible or impracticable for
such Office so to perform, receive or comply if such payment, delivery or compliance were
required on that day); or(2)
    
    such party or any Credit Support Provider of such party (which will be the Affected
Party) is prevented from performing any absolute or contingent obligation to make a
payment or delivery which such party or Credit Support Provider has under any Credit
Support Document relating to such Transaction, from receiving a payment or delivery under
such Credit Support Document or from complying with any other material provision of such
Credit Support Document (or would be so prevented if such payment, delivery or compliance
were required on that day), or it becomes impossible or impracticable for such party or
Credit Support Provider so to perform, receive or comply (or it would be impossible or
impracticable for such party or Credit Support Provider so to perform, receive or comply
if such payment, delivery or compliance were required on that day),
   (i)
    
    Section 5(b) will be amended by adding or a Force Majeure Event if the event is
specified in (vi) below after specified in (iii) below in the fourth line;(ii)
    
    by replacing the . at the end of
Section 5(b)(v) with ; or;(iii)
    
    Section 5(c) will be amended by adding the following sentence at the end, If an event
or circumstance which would otherwise constitute or give rise to an Event of Default also
constitutes a Force majeure Event, it will be treated as a Force Majeure Event and will not
constitute an Event of Default.;(iv)
    
    Section 6(b)(ii) will be amended by adding the words ,a Force Majeure Event under
Section 5(b)(vi) immediately after the words
If an Illegality under Section 5(b)(i)(1)
in the first sentence;




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##### 



Execution
 
 (v)
    
    Section 6(b)(iii) will be amended by adding the words
, a Force
Majeure Event under Section 5(b)(vi) immediately after
the words If and Illegality
under Section 5(b)(i)(I) at the start of the sentence;(vi)
    
    Section 6(b)(iv)(2) will be amended by adding the words ,a Force
Majeure Event under Section 5(b)(vi) immediately after
the words If and
Illegality under Section 5(b)(i)(2) at the start of the sentence;(vii)
    
    Section 6(b)(iv) will be amended by adding the words
or a  Force
Majeure Event, immediately after the words either party in the case of an
Illegality,;(viii)
    
    The definition of Affected Transactions in Section 14 will be amended by
adding the words a Force Majeure Event, immediately after the words consisting
of an Illegality,;(ix)
    
    Section 14 will be amended by the inclusion of a new
definition as
follows:Force Majeure Event has the meaning specified in Section 5(b)(vi); and(x)
    

   The definition of Termination Eventis amended to include the words a Force Majeure
Event after the word Illegality : in the first line.
 (m)
    
    Additional Representation(s).
 (i)
    
    Pari-Passu.Party B represents, warrants and covenants, (said
representation shall be covered by section 3(d) of the Agreement), to Party A that
its obligations under this Agreement shall rank at all times pari-passu with any
other senior secured Specified Indebtedness.
 PART 6
FX AND CURRENCY OPTION TRANSACTIONS
 (a)
    
    ConfirmationsWhere a Transaction is confirmed by means of an electronic messaging system that
the parties have elected to use to confirm such Transaction or if the Transaction is a
FX Transaction or a Currency Option Transaction confirmed by a means other than by an
electronic messaging system (i) such confirmation will constitute a Confirmation as
referred to in this Agreement even where not so specified in the confirmation, (ii)
such Confirmation will supplement, form part of, and be subject to this Agreement
(unless such Confirmation shall expressly state otherwise) and all
provisions in the
Agreement will govern the Confirmation except as modified therein and (iii) the
definitions and provisions contained in the 1998 ISDA FX and Currency Option
Definitions (as published by the International Swaps and Derivatives Association, Inc.,
the Emerging Markets Traders Association and The Foreign Exchange Committee) as amended
and supplemented by the 1998 ISDA Euro Definitions (published by the International
Swaps and Derivatives Association, Inc.) (together the FX Definitions) will be
incorporated into the Confirmation if the Transaction is an FX Transaction or Currency
Option Transaction.For the purpose of this Agreement, the terms Currency Option Transaction and FX
Transaction shall have the meanings ascribed to them in the FX Definitions.




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##### 



Execution
 
 (b)
    
    Payment Instructions.All payments to be made hereunder in respect of FX Transactions
and Currency Option Transactions shall be made in accordance with standing payment
instructions provided in writing from time to time by the parties (or as otherwise
specified in a Confirmation).(c)
    
    Payment of Premiums for Currency Option Transactions.
 (i)
    
    Unless otherwise agreed in writing by the parties, the premium for
any Currency Option Transaction shall be paid on its Premium Payment Date.(ii)
    
    If the Premium is not paid on its Premium Payment Date,
the Seller may elect:
 (A)
    
    to accept a late payment of such Premium;(B)
    
    to give written notice of such non-payment and,
if such payment shall not be received within two (2) Local Business Days
of such notice, treat the related Currency Option Transaction as void;
or(C)
    
    to give written notice of such non-payment and,
if such payment shall not be received within two (2) Local Business Days
of such notice, treat such non-payment as an Event of Default under
Section 5 (a) (i) of the Agreement.
 (iii)
    
    If the Seller elects to act under either (A) or (B) above, the Buyer
shall pay all out-of-pocket costs and actual damages incurred in connection with
such unpaid or late Premium or void Currency Option Transaction, including,
without limitation, interest on such Premium from and including the Premium
Payment Date to but excluding the late payment date in the same currency as such
Premium at the prevailing market rate and any other losses, costs or expenses
incurred by the Seller in connection with such terminated Currency Option
Transaction, for the loss of its bargain, its cost of funding, or the loss
incurred as a result of terminating, liquidating, obtaining or re-establishing a
delta hedge or related trading position with respect to such Currency Option
Transaction.
 (d)
    
    Netting Discharge and Termination of Currency Options.
  (i)
    
    each being with respect to the same Put Currency and
the same Call Currency;(ii)
    
    each having the same Expiration date and Expiration
Time;(iii)
    
    each being of the same style i.e. either both being
American Style Options or both being European Style Options;(iv)
    
    each having the same Strike Price;(v)
    
    each having been transacted by the same offices of
Party A and Party B; and(vi)
    
    neither of which shall have been exercised by
delivery of a Notice of Exercise;




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##### 



SIGNED FOR AND ON BEHALF OF
    
    
    
    SIGNED FOR AND ON BEHALF OFBNP PARIBAS
    
    
    
    TETON ENERGY CORPORATION(Party A)
    
    
    
    (Party B)By: /s/ Christopher Taylor
    
    
    
    By: /s/ Karl F. ArlethName: Christopher Taylor
    
    
    
    Name: Karl F. ArlethTitle: Vice President/Derivatives Credit
    
    
    
    Title: Chief Executive Officer & PresidentBy: /s/ Dora Sung
    
    
    
    By: /s/ Bill I. PenningtonName: DORA SUNG
    
    
    
    Name: Bill I. PenningtonTitle:
MANAGING DIRECTOR BNP Paribas / CIT Group
    
    
    
    Title: CFO & Executive Vice President




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##### 



Seal
of Pascal Dufour, Jean-PierreBenoist & Claudine SavaryNotaries15
Boulevard Poissonnière75002 Paris
 7 JULY 2004
  
 Visé
NE VARIETUR sous le n°
Marie-Paule WAGNER
Expert-Traducteur Juré




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##### 



2 
 00037435245645 01
    
    Stamp tax paid on statementCLS/45/GS
    
    Authorisation No. 28/83 of 21 November 1983No. 000893
  
 Registration taxes on statement: 75




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##### 



3    Business Lines, Coverage, Territories, Functions and Regions




---



##### 



Dominique
    
    AUBERNON
    
    Matthieu
    
    LACAZEDidier
    
    BALME
    
    François
    
    LAPLACEJean-michel
    
    BARDIN
    
    Hélène
    
    LECLERCAmine
    
    BELHADJ
    
    Philippe
    
    LOUSKYJean-François
    
    BIARD
    
    Chantal
    
    MAZZACURATIJean-Pierre
    
    BERNARD
    
    Loïc
    
    MEINNELThierry
    
    BERNARD
    
    Philippe
    
    MEUNIERJean-Marc
    
    BONNEFOUS
    
    Yann
    
    MUZIKAPatrick
    
    BRISSIAUD
    
    Eric
    
    NICOLASDavid
    
    BRUNNER
    
    Jean
    
    NUNEZMichel
    
    CHEVALIER
    
    Tomoko
    
    NUNOIPascal
    
    CONFAVREUX
    
    Florian
    
    OLLIVIERPierre Joseph
    
    COSTA
    
    Olivier
    
    OSTYFrançoise
    
    DANIEL
    
    David
    
    OVENDENMignonne
    
    DAO
    
    Oliver
    
    PAULPhilippe
    
    DE GENTILE
    
    Lincoln
    
    PAYTONJacques
    
    DESBIEG
    
    Gilles
    
    PECRIAUXThierry
    
    DESJARDINS
    
    Chantal
    
    PIANIJacques
    
    DESPONTS
    
    Jean-Jacques
    
    POIRRIERJean-François
    
    DIMEGLIO
    
    Alain
    
    POIRSONJacques
    
    DESTAIS
    
    Denis
    
    QUILLETGautier
    
    DIRCKX
    
    Eric
    
    RAYNAUDFrançois
    
    DRAVENY
    
    Dominique
    
    REMYJean-Louis
    
    DUGUIT
    
    Christophe
    
    ROUSSEAUMichel
    
    EYDOUX
    
    Denis
    
    ROUSSEAUAlexandrine
    
    FERRI
    
    Everett
    
    SCHENKMagali
    
    FOUCAUD
    
    Larry
    
    SOBINRémi
    
    FRANK
    
    Arnaud
    
    TELLIERFrançois
    
    FREYEISEN
    
    Jean-Charles
    
    TATIBOUETBernard
    
    GAVGANI
    
    Jacques-Olivier
    
    THOMANNGilles
    
    GELLE
    
    Thierry
    
    VARENEYann
    
    GERARDIN
    
    Philippe
    
    VUARCHEXNathalie
    
    HARTMANN
    
    Marie-Françoise
    
    WALBAUMRobert
    
    HAWLEY
    
    Cyril
    
    WOLKONSKYFrédéric
    
    JANBON
    
    Paul
    
    YANGMichel
    
    KONCZATY
    
    Yusuke
    
    YASUDAAlain
    
    KASPEREIT




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##### 



Territories
 Christian
    
    ABEILLON
    
    Michal
    
    KOZARZEWSKIDominique
    
    ALCOUFFE
    
    Antonio
    
    LADEIRAFrédéric
    
    AMOUDRU
    
    Patrick
    
    LANGRobert
    
    AMZALLAG
    
    Jae Young
    
    LEEPascal
    
    BORIS
    
    Didier
    
    MAHOUTPhilippe
    
    BOUYAUD
    
    Eric
    
    MARTINJean-Claude
    
    CHAVAL
    
    Ramiro
    
    MATOJean-Paul
    
    CHING
    
    Andrzej
    
    MAUBERGLaurent
    
    COURANDON
    
    Bernard
    
    MENCIERFrançois
    
    CRISTOFARI
    
    Benoît
    
    MONSAINGEONMichel
    
    DE VIBRAYE
    
    Thierry
    
    RAMENASONBernard
    
    DIGEON
    
    Hervé
    
    REYNAUDThierry
    
    DINGREVILLE
    
    Philippe
    
    REYNIEIXPhilippe
    
    DITISHEIM
    
    Robert
    
    RICCIMichel
    
    DUBOIS
    
    Ullrich-Günther
    
    SCHUBERTGraziano
    
    FERRARI
    
    Giuseppe
    
    SPADAFORAJean-François
    
    FICHAUX
    
    Jean-Michel
    
    VANDEKERKOVEPaul-François
    
    GAUVIN
    
    François
    
    VAN DEN BOSCHChristian
    
    GIRAUDON
    
    Philippe
    
    VIONJean-François
    
    GLOUX
    
    Siew Ying
    
    YAPLaszlo
    
    HAAS
    
    Chye Kin
    
    WEEPhilippe
    
    JOANNIER
    
    Hai Tao
    
    XIE
  
    
    To represent the Company vis-à-vis third parties, all authorities and all public
agencies, without restriction; to sign the correspondence; to sign all prospectuses, all
reports of operations or any other document intended for French or foreign regulatory or
supervisory authorities.
    
    To employ, appoint and dismiss all employees and agents.
    
    To appoint all special agents (authorized to act alone) by (notarial or non-notarial)
written special and specific power-of-attorney, for purposes of agreement to and execution
of a deed, contract or other document concerning a specific transaction or one or more
types of specific transactions included in the general transactions described herein; to
revoke the appointments of such special agents.




---



##### 



6 
    
    To establish and manage the general organization of any Branch or Representative Office,
wherever established.
    
    To buy, sell, exchange, partition all real estate, real rights, shares of building
companies in any form, all businesses, business segments, leaseholds, corporate and other
intangible rights; to have all articles and conditions drawn up, to specify all reserve
prices therein; to make all bids or overbids; to establish or acquire, under the same
conditions, all praedial servitudes and easements, to alter them, to waive the same; to
manage and administer all real estate belonging to the Company; to
apply for all administrative authorizations; to have all condominium declarations, master deeds and lists of
condominium units drawn up; to represent the Company at all meetings of owners, tenants,
partners or shareholders, to take part in all votes, to make all decisions; to grant,
accept, amend and cancel all leases as landlord or tenant; to grant all mortgages, real
estate pledges or equivalent security interests in France and abroad, to decide on all
amendments thereof, to request release thereof, to consent to
discharge thereof and cancellation of the registration thereof, all with or without evidence of payment; to request the formalities
appurtenant thereto of all competent organizations, mortgage offices, land offices,
offices of clerks of commercial courts, trade and companies registers or others.
    
    To make all purchases and sales of personalty, equipment and supplies necessary for the
Companys operations, for that purpose to enter into all contracts and place all orders,
to request the formalities appurtenant thereto of all competent organizations.
    
    To procure or cancel all insurance policies relative to the operations and transactions
covered by this power-of-attorney.
    
    To make, grant or contract all loans of borrowings, credit
lines or advances.
    
    To accept and receive  form all French or foreign private or public natural persons
or legal entities, including the Caisse Centrale du Tresor Public, the Caisse des
Dépôts et Consignations, all public or sate-approved agencies or institutions,
autonomous public corporations, public service concessionaires, semi-public companies, all
private or municipal payers, paymasters, receivers and collectors, all without limitation
  all principal amounts and interest due to the Company and to receipt therefor.
    
    To open all accounts for the Company in all French or foreign banks, credit
institutions, financial services or other companies, including the Banque de France and
other central banks, to decide on and accept all terms relative to the opening of such
accounts and transaction of business therein, to accept all credit lines; to open and
accept all letters of credit; to make up and settle all current or other accounts.
    
    To make all deposits and withdrawals of funds, securities,
valuables; to accept all cash
and other security deposits.




---



##### 



7 
    
    To draw, indorse, accept, pay all negotiable instruments, to remit them for discount or
collection; to indorse and pay all checks and remit them for collection; to sign all
checks, transfer orders and payment or settlement orders on all French or foreign banks,
including the Banque de France or other central banks, French or foreign credit or other
institutions, to make all withdrawals of funds; to make all protests and serve all notices
and bankers tickets.
    
    To post all bonds, security deposits and guaranties.
    
    To grant all credit lines, all advances, all discount authorizations, for that purpose
to enter into all contracts and agreements, receive, pay, make up, settle all current and
other accounts.
    
    To fix discount and interest rates, fees, custodian charges.
    
    To extend the maturities of contracts, bills of exchange, promissory notes, instruments
of all kinds and all commitments more generally.
    
    To acquire and assign all receivables in any way.
    
    To make all exchanges with our without balancing payments.
    
    To decide on the nature of all guaranties and security interests to be granted to the
Company, to accept such security and any subordination and any subrogation; to request the
formalities appurtenant thereto of all competent organizations, mortgage offices, land
offices, offices of clerks of commercial courts, or others.
    
    To accept, take and hold all guaranties and security interests in any form, by way of
garnishments, caveats, notices, stop-payment and stop-transfer orders, personalty and real
estate pledges, registered mortgages, security deposits, bonds, liens, chattel mortgages,
hypothecations, attachments, distraints or other equivalent security; to consent to all
amendments of such guaranties and security interests, all
subordinations, extensions of
times, remissions of debt, waivers, releases and cancellations, all with or without
evidence of payment; to consent to, accept and sign all agreements and contracts entailing parity of
rank, novation, assignment of receivables or liabilities, subrogation and subrogation
receipt; to request the formalities appurtenant thereto of all competent organizations,
mortgage offices, land offices, offices of clerks of commercial courts, or others.
    
    To let all safes or safe-deposit boxes to customers.
    
    To acquire an dispose of all interests in all companies, whether existing or to be
organized, to participate in the founding of all companies, associations and
organizations.




---



##### 



8 
    
    To make all applications of funds, to purchase or otherwise acquire all securities for
the Company, to have them registered in the Companys name.
    
    To buy and sell for cash or on time all government or other bonds, shares and other
securities belonging to the Company, including securities issued by public or private
legal entities transferable by book entry or delivery which confer identical rights per
class and directly or indirectly afford entitlement to a percentage of the issuer legal
entitys capital stock or to a general claim on its assets; to request and make transfers
or conversions to registered or bearer from all securities, to accept and receive the
amounts due on matured securities and all premiums and prizes, to receipt therefore.
    
    To rent a safe-deposit box in all French or foreign banks or credit institutions in the
Companys name, to have free access thereto, to make all deposits therein and withdrawals
therefrom.
    
    To subscribe to all issues of shares, to pay the amount of the subscribed capital and
all premiums in excess of par value in one or more instalments, to sign all subscription
forms, to make all exchanges of securities.
    
    To buy and sell gold, silver and all precious materials in general.
    
    To engage in all spot or forward foreign and currency exchange transactions.
    
    To engage in all foreign currency transactions and all interest rate transactions,
including swaps and hedges.
    
    To certify all documents, checks and customers signatures.
    
    To receipt for all payments in whatever legal form.
    
    To withdraw all assets deposited to secure all advances, to receive all arrears and
dividends, whether or not matured, to transfer them if need be.
    
    To accept all advances on deposits of Treasury bills, shares, bonds, for that purpose
to make all commitments to all French or foreign public or private banks, credit and other
institutions, all French or foreign individuals, the Banque de France and other central
banks.
    
    To engage in all transactions concerning the opening of postal checking accounts and
transactions therein.
    
    To agree on, discuss, close, make up and settle all accounts with all customers,
debtors, depositaries, to determine the balance due, to pay or receive the same.




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9 
    
    To withdraw insured and other letters, boxes and packages from the post office and all
express and parcel delivery services or carriers, to withdraw all deposits, cash all money
orders, give all releases.
    
    To sign all receipts, acknowledgments, advices, notices, waybills, routing orders,
transaction confirmations, accounts, statements of accounts and other documents.
    
    To sign all receipts and releases for cash, all receipts and releases for certificates
of title to gold, silver, precious materials in general, and all receipts for articles,
letters, parcels, packages.
    
    To take all legal proceedings in the Companys name in all countries; to defend the
Company in France and abroad in all competent trial and appellate courts and all
arbitration proceedings; to have all summonses and subpoenas before all competent trial
and appellate courts and arbitrations boards in France and abroad served; to file and
withdraw all criminal charges in France and abroad, whether or not coupled with civil
claims.
    
    In event of dispute, to take all necessary proceedings in person or through an agent;
for that purpose to summon, appear and testify in and before all courts or arbitrations
boards, to appoint all arbitrators, to sign all submission bonds, to be reconciled,
otherwise to sue and defend in and before all competent trail and appellate courts and
arbitration boards, to obtain all trial and appellate judgments and arbitration awards, to
have them executed in all legal ways and by all legal means, or to waive the same; to have
all attachments of real or personal property made, to request all entries and
registrations; to file claims in all bankruptcy and reorganizations proceedings,
distributions and apportionments, to receive the amount of all claims; to give or accept
receipts and release for all sums received or paid.
    
    To assign all claims, receivables, rents or royalties, whether or not matured, for such
considerations and on such terms as they see fit.
    
    To represent the Company in all meetings and deliberations of shareholders, bondholders
and partners and in the discharge of the duties of all offices to which it may be elected,
to cast all votes.
    
    To make all bargains and settlements, to accept all compromises, to consent to all
acquiescences and waivers, all subrogations and subordinations, and all releases of
recorded encumbrances, liens, attachments, caveats, stop-payment and stop-transfer orders
and other rights, before or after payment; to request the formalities appurtenant thereto
of all competent organizations.




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10 
    
    To represent the Company in all bankruptcy, reorganization,
arrangement or equivalent
proceedings; to file or report the Companys claim with or to all authorized parties, to
adduce all proofs, to file all demands and claims with such parties.
    
    To represent the Company vis-à-vis all tax or other authorities, to make and sign all
returns, to pay all duties, penalties, taxes, charges, to file all requests for exemption
from or reduction or refund of such duties, taxes and penalties.
    
    To comply on the Companys behalf with all filing and notice formalities required by
statutory or regulatory provisions; to request all entries and amendatory entries
concerning the Company on the Trade and Companies Register or with other similar
organizations.
    
    To comply with all formalities (or have them complied with) relative to the filing and
registration of all trademarks and trade names and applications for all patents.
  The powers delegated above to the Deputy Agents concerns ALL the general powers delegated to the
Signatory by Baudouin PROT aforesaid in the aforesaid notarial general power-of-attorney dated 30
October 2003.The Signatory specifies that this (total) delegation of powers supersedes, effective this date,
the delegation of powers to various employees of BNP Paribas by the Signatory in a document
signed before Claudine SAVARY, Esq., notary in Paris, on 11 July 2003.
 1.
    
    The deputy Agents to whom authority is delegated by this power-of-attorney and the
documents amending and/or supplementing it may sign only jointly in pairs in one of the following
ways:
 
    
    either inter sese,
    
    or, for the transactions described in the power-of-attorney signed on this date by
Philippe BLAVIER aforesaid before Claudine SAVARY, Esq., delegating (partial) powers to
various employees in charge of Representative Offices of the Company abroad, with a Deputy
Agent named in that power-of-attorney,




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11 
    
    or with a General Agent,
    
    or with a Subdeputy Agent,
    
    or with one of the deputy agents named in the power-of-attorney delegating powers (Functions)
to various employees signed by Baudouin PROT, aforesaid, on 30 October 2003 before Claudine
SAVARY, Esq., notary in Paris (or other documents supplementing and/or amending said power-of-attorney).




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12




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13  
  SIGNATURE ofPhilippe BLAVIER
    
    (signature)General Agent of BNP PARIBASSIGNATURE ofMr. DUFOUR
    
    (signature)Notary in Paris




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14 è
    §