Exhibit 10.2


 


FIRST AMENDMENT

TO

STOCK PURCHASE AGREEMENT


 


THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
(the “Amendment”) is made and entered into
this 3rd day of October, 2008 by and between Billie J.
Eustice and the Gary L. Little Trust
(each a “Seller” and collectively “Sellers”), and Arkanova Acquisition
Corporation (“Buyer”).


 


Background


 


A.            Sellers
and Buyer entered into that certain Stock Purchase Agreement dated August 21,
2008 (the “Agreement”), relating to the purchase
and sale of 100% of the issued and outstanding shares of the common stock (the “Stock”) of Prism Corporation,
an Oklahoma corporation (“Prism”), which
is the owner, though ownership of 100% of the membership interests of Provident Energy Associates of Montana, LLC, a Montana limited
liability company (“Provident”), of
certain oil and gas properties and interests in Pondera and Glacier Counties,
Montana, commonly referred to as the Two Medicine Cut Bank Sand Unit (the “Unit”) (a copy of the Agreement is attached hereto as Annex “A”
and incorporated herein by reference for all purposes);


 


B.            The
transactions contemplated by the Agreement were intended by the parties to
close on September 4, 2008, but due to certain environmental compliance
issues alleged by Buyer, the Closing (as such term is defined in the Agreement)
was deferred; and


 


C.            Sellers
and Buyer now desire to amend the Agreement to provide that Sellers will be
responsible for all liabilities relating to an existing oil spill on the Unit.


 


Amendments


 


In
consideration of the mutual benefits to be derived from this Amendment, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound hereby, the parties
hereto hereby agree as follows:


 


1.             Capitalized
terms that are used in this Amendment but that are not specifically defined
herein shall have the meaning ascribed to them in the Agreement.


 


2.             Subsection
(a) of Section 3 is hereby deleted in its entirety and the following
new provision is substituted in its place:


 


“(a)         The Closing.  The consummation of the Transaction (the “Closing”) will take place on or before October 3, 2008
(the date of the Closing being herein referred to as the “Closing Date”).  The Closing shall be deemed to be effective
at 12:01 a.m. on October 3, 2008.”


 


3.             A
new subsection (i) is hereby added to Section 7, which subsection
shall read as follows:


 


“(i)          Remedial Work on Well 3416.  Sellers shall be responsible for, and shall
pay promptly as incurred, all liabilities (including, but not limited to, all
costs and 


 


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expenses of remediation and all fines, penalties and other costs
assessed) with respect to the oil spill resulting from the ruptured flow line
on Unit Well No. 3416 in the area of Unit Well No. 3425 (the “Spill”), and Sellers shall indemnify and hold Buyer and its
affiliates, including Prism and Provident, harmless from any cost or liability
with respect to same, up to a maximum liability of $500,000 in the aggregate.”  Notwithstanding anything to the contrary
herein contained, this covenant shall survive the Closing indefinitely.


 


4.             Except
as modified above, the Agreement shall remain in full force and effect as
originally written.


 


5.             This
Amendment may be executed in a number of identical counterparts, each of which
constitute collectively, one agreement; but in making proof of this Amendment,
it shall not be necessary to produce or account for more than one counterpart.


 


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Signatures


 


To evidence the binding effect
of the covenants and agreements described above, the parties hereto have caused
this Amendment to be executed as of the date first above written.


 


	
   

  	
  Sellers:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Billie
  J. Eustice

  
	
   

  	
  Billie J.
  Eustice, Individually

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE GARY L.
  LITTLE TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gary
  Stoner

  
	
   

  	
   

  	
  Glen Stoner,
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Buyer:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ARKANOVA
  ACQUISITION CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Pierre
  Mulacek

  
	
   

  	
   

  	
  Pierre
  Mulacek, President

  



 


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