Exhibit 10.1
 STOCK PURCHASE AGREEMENT
 AMONG
 IVANHOE ENERGY HOLDINGS INC.,
 AS SELLER,
 IVANHOE ENERGY INC.,
 AS SELLER PARENT,
 SENECA SOUTH MIDWAY LLC,
 AS PURCHASER
 AND
SENECA RESOURCES CORPORATION,
 AS PURCHASER PARENT




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TABLE OF CONTENTS
 Article I Agreement to Sell and Purchase
    
    
    1Section 1.01 Agreement to Sell and Purchase
    
    
    1Section 1.02 Excluded Assets
    
    
    2Article II Purchase Price
    
    
    2Section 2.01 Purchase Price
    
    
    2Section 2.02 Escrow Fund
    
    
    2Section 2.03 Allocated Values
    
    
    2Article III Title Matters
    
    
    2Section 3.01 Examination Period
    
    
    2Section 3.02 Defensible Title and Permitted Encumbrances
    
    
    3Section 3.03 Title Defect
    
    
    6Section 3.04 Notice of Title Defects
    
    
    6Section 3.05 Remedies for Title Defects
    
    
    7Section 3.06 Preferential Rights To Purchase
    
    
    8Section 3.07 Consents
    
    
    8Section 3.08 Remedies for Title Benefits
    
    
    9Article IV Environmental Matters
    
    
    9Section 4.01 Environmental Review
    
    
    9Section 4.02 Environmental Definitions
    
    
    11Section 4.03 Notice of Environmental Defects
    
    
    12Section 4.04 Remedies for Environmental Defects
    
    
    13Article V Representations and Warranties of Seller
    
    
    14Section 5.01 Corporate Organization
    
    
    14Section 5.02 Authority and Enforceability
    
    
    14Section 5.03 Capitalization
    
    
    15Section 5.04 No Violation
    
    
    15Section 5.05 Financial Statements
    
    
    15Section 5.06 Books and Records
    
    
    15Section 5.07 No Undisclosed Liabilities
    
    
    16Section 5.08 Brokers
    
    
    16Section 5.09 Legal Proceedings
    
    
    16Section 5.10 No Bankruptcy; Solvency
    
    
    16Section 5.11 Royalties
    
    
    16Section 5.12 Taxes
    
    
    17Section 5.13 Material Contracts
    
    
    18Section 5.14 Hedging
    
    
    18Section 5.15 Employment and Employee Benefit Matters
    
    
    18
  (i)




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Section 5.16 Title
    
    
    19Section 5.17 Compliance and Laws and Permits
    
    
    20Section 5.18 Absence of Certain Changes
    
    
    20Section 5.19 Insurance
    
    
    21Section 5.20 Intellectual Property
    
    
    21Section 5.21 Certain Payments
    
    
    21Article VI Representations and Warranties of Purchaser
    
    
    21Section 6.01 Existence
    
    
    21Section 6.02 Authority and Enforceability
    
    
    22Section 6.03 No Violation
    
    
    22Section 6.04 Brokers
    
    
    22Section 6.05 No Bankruptcy; Solvency
    
    
    22Section 6.06 Legal Proceedings
    
    
    22Section 6.07 Investment
    
    
    23Section 6.08 Securities Laws
    
    
    23Section 6.09 Funds
    
    
    23Article VII Operation of the Assets; Covenants of the Parties
    
    
    23Section 7.01 Operations Pending Closing
    
    
    23Section 7.02 Limitations on the Operational Obligations and Liabilities of Seller
    
    
    24Section 7.03 Operation of the Assets After the Closing
    
    
    25Section 7.04 Casualty Loss
    
    
    25Section 7.05 Access and Investigation
    
    
    26Section 7.06 Notification
    
    
    26Section 7.07 Release of Existing Indebtedness
    
    
    26Section 7.08 Employee Matters
    
    
    27Article VIII Sellers Conditions to Close
    
    
    27Section 8.01 Representations
    
    
    27Section 8.02 Performance
    
    
    27Section 8.03 Pending Matters
    
    
    27Section 8.04 Purchase Price
    
    
    27Section 8.05 Execution and Delivery of the Closing Documents
    
    
    27Article IX Purchasers Conditions to Close
    
    
    28Section 9.01 Representations
    
    
    28Section 9.02 Performance
    
    
    28Section 9.03 Pending Matters
    
    
    28Section 9.04 Release of Existing Indebtedness
    
    
    28Section 9.05 Execution and Delivery of the Closing Documents
    
    
    28Article X The Closing
    
    
    28Section 10.01 Time and Place of the Closing
    
    
    28Section 10.02 Adjustments to Purchase Price at the Closing
    
    
    29
  (ii)




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Section 10.03 Closing Statement
    
    
    29Section 10.04 Actions of Seller at the Closing
    
    
    30Section 10.05 Actions of Purchaser at the Closing
    
    
    30Article XI Post Closing Obligations
    
    
    30Section 11.01 Allocation of Expense and Revenues
    
    
    30Section 11.02 Gas Imbalances
    
    
    31Section 11.03 Final Accounting Statement
    
    
    32Section 11.04 Further Cooperation
    
    
    32Article XII Tax Matters
    
    
    33Section 12.01 Transfer Taxes
    
    
    33Section 12.02 Ad Valorem and Similar Taxes
    
    
    33Section 12.03 Tax Returns
    
    
    33Section 12.04 Tax Cooperation
    
    
    33Section 12.05 Tax Assessments
    
    
    34Article XIII Termination
    
    
    36Section 13.01 Right of Termination
    
    
    36Section 13.02 Effect of Termination
    
    
    36Section 13.03 Termination Damages
    
    
    37Article XIV Obligations and Indemnification
    
    
    37Section 14.01 Purchasers Indemnification
    
    
    37Section 14.02 Sellers Indemnification  Representations, Warranties and Covenants and Third Party Non-Environmental Claims
    
    
    38Section 14.03 Sellers Indemnification  Third Party Environmental Claims
    
    
    38Section 14.04 Notices and Defense of Indemnified Matters
    
    
    39Article XV Limitations on Representations and Warranties
    
    
    40Section 15.01 Disclaimers of Representations and Warranties
    
    
    40Section 15.02 Survival
    
    
    40Article XVI Dispute Resolution
    
    
    40Section 16.01 General
    
    
    40Section 16.02 Senior Management
    
    
    41Section 16.03 Independent Expert
    
    
    41Section 16.04 Limitation on Arbitration
    
    
    42Article XVII Miscellaneous
    
    
    42Section 17.01 Consequential Damages
    
    
    42Section 17.02 Names
    
    
    42Section 17.03 Expenses
    
    
    42Section 17.04 Document Retention
    
    
    42
  (iii)




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Section 17.05 Entire Agreement
    
    
    42Section 17.06 Waiver
    
    
    43Section 17.07 Publicity
    
    
    43Section 17.08 Certain Rules of Construction and Interpretation
    
    
    43Section 17.09 No Third Party Beneficiaries
    
    
    44Section 17.10 Assignment
    
    
    44Section 17.11 Governing Law
    
    
    44Section 17.12 Notices
    
    
    44Section 17.13 Severability
    
    
    45Section 17.14 Counterpart Execution
    
    
    45
 APPENDIX I  CERTAIN DEFINITIONS
 EXHIBITS AND SCHEDULES
 Exhibit A  Subject Interests (Listing of Leases)Exhibit B  Wells and InterestsExhibit C  Allocated ValuesExhibit D  Form of Escrow AgreementSchedule 1.02  Excluded AssetsSchedule 5.03  CapitalizationSchedule 5.04  Preferential Rights to PurchaseSchedule 5.07(a)   Undisclosed Liabilities  GeneralSchedule 5.07(b)  Undisclosed Liabilities  IndebtednessSchedule 5.09  Legal ProceedingsSchedule 5.12  Tax MattersSchedule 5.13  Material ContractsSchedule 5.15(a)  EmployeesSchedule 5.15(c)  Benefit PlansSchedule 5.19  InsuranceSchedule 7.08  Employee MattersSchedule 10.02(a)(i)  Certain Purchase Price AdjustmentsSchedule 11.02  Gas Imbalances
  (iv)




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PURCHASE AND SALE AGREEMENT
 Agreement Seller Seller Parent Purchaser Purchaser Parent Parties Party
  Company
   Purchased Shares
    Article I
Agreement to Sell and Purchase
 Agreement to Sell and Purchase




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Excluded Assets Excluded Assets
 Article II
Purchase Price
 Purchase Price Purchase Price
 Escrow Fund Escrow Fund Exhibit D Escrow Agreement
 Allocated Values Allocated Values
 Article III
Title Matters
 Examination Period Examination Period
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Defensible Title and Permitted Encumbrances Defensible Title
 (a)
    
    entitles the Company to receive not less than the percentage
set forth in Exhibit B as the Companys Net Revenue Interest of all
Hydrocarbons produced, saved and marketed from each well or unit as set forth
in Exhibit B, all without reduction, suspension or termination of such interest
throughout the productive life of such well or unit, except for carried
interests, production payments, reversionary interest or other changes in
interest in time as specifically set forth in Exhibit B;
 (b)
    
    obligates the Company to bear not greater than the percentage
set forth in Exhibit B as the Companys Working Interest of the costs
and expenses relating to the maintenance, development and operation of each
well or unit as set forth in Exhibit B, all without increase throughout the
productive life of such well or unit, except for carried interests, production
payments, reversionary interest or other changes in interest in time as
specifically set forth in Exhibit B; and(c)
    
    is free and clear of all Liens.
 (d)
    
    The term Permitted Encumbrances shall mean any of the
following matters to the extent the same are valid and subsisting and affect
the Assets:
 (i)
    
    the Leases and Contracts;
 (ii)
    
    any (A) undetermined or inchoate liens or
charges constituting or securing the payment of expenses that were
incurred incidental to the maintenance, development, production or
operation of the Assets or for the purpose of developing, producing or
processing Hydrocarbons therefrom or therein, and (B) materialmans,
mechanics, repairmans, employees, contractors, operators liens or
other similar liens or charges for liquidated amounts arising in the
Ordinary Course of Business (1) that the Company has agreed to assume
or pay pursuant to the terms hereof, or (2) for which the Company is
responsible for paying or releasing at the Closing;
 (iii)
    
    any liens for taxes and assessments not yet
delinquent or, if delinquent, that are being contested in good faith in
the Ordinary Course of Business and for which the Company has agreed to
pay pursuant to the terms hereof or which have been prorated pursuant
to the terms hereof;
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(iv)
    
    the terms, conditions, restrictions,
exceptions, reservations, limitations and other matters contained in
(including any liens or
security interests created by law or reserved in oil and gas leases
for royalty, bonus or rental, or created to secure compliance with
the terms of) the agreements, instruments and documents that create
or reserve to the Company its interest in the Assets;
 (v)
    
    any obligations or duties affecting the Assets
to any municipality or public authority with respect to any franchise,
grant, license or permit and all applicable laws, rules, regulations
and orders of any Governmental Authority;
 (vi)
    
    any (A) easements, rights-of-way, servitudes,
permits, surface leases and other rights in respect of surface
operations, pipelines, grazing, hunting, lodging, canals, ditches,
reservoirs or the like, and (B) easements for streets, alleys,
highways, pipelines, telephone lines, power lines, railways and other
similar rights-of-way on, over or in respect of property owned or
leased by the Company or over which the Company owns rights-of-way,
easements, permits or licenses, to the extent that same do not
materially interfere with the oil and gas operations to be conducted on
the Assets;
 (vii)
    
    all lessors royalties, overriding royalties,
net profits interests, carried interests, production payments,
reversionary interests and other burdens on or deductions from the
proceeds of production created or in existence as of the Effective
Time, whether recorded or unrecorded, provided that such matters do not
operate to reduce the Net Revenue Interests of the Company below those
set forth in Exhibit B or increase the Working Interests of the Company
above those set forth in Exhibit B without a corresponding increase in
the Net Revenue Interests;
 (viii)
    
    preferential rights to purchase or similar agreements with respect to
which (A) waivers or consents are obtained from the appropriate parties
for the transaction contemplated hereby, or (B) required notices have
been given for the transaction contemplated hereby to the holders of
such rights and the appropriate period for asserting such rights has
expired without an exercise of such rights;
 (ix)
    
    required Third Party consents to assignments or
similar agreements with respect to which (A) waivers or consents are
obtained from the appropriate parties for the transaction contemplated
hereby, or (B) required notices have been given for the transaction
contemplated hereby to the holders of such rights and the appropriate
period for asserting such rights has expired without an exercise of
such rights;
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(x)
    
    all rights to consent by, required notices to,
filings with, or other actions by Governmental Authorities in
connection with the sale or conveyance of oil and gas leases or
interests therein that are customarily obtained subsequent to such sale
or conveyance;
 (xi)
    
    production sales contracts; division orders;
contracts for sale, purchase, exchange, refining or processing of
Hydrocarbons; unitization and pooling designations, declarations,
orders and agreements; operating agreements; agreements of development;
area of mutual interest agreements; gas balancing or deferred
production agreements; processing agreements; plant agreements;
pipeline, gathering and transportation agreements; injection,
repressuring and recycling agreements; carbon dioxide purchase or sale
agreements; salt water or other disposal agreements; seismic or
geophysical permits or agreements; and any and all other agreements
that have terms that are ordinary and customary to the oil, gas,
sulphur and other mineral exploration, development, processing or
extraction business or in the business of processing of gas and gas
condensate production for the extraction of products therefrom, to the
extent the same do not reduce the Net Revenue Interests of the Company
below those set forth in Exhibit B or increase the Working Interests of
the Company above those set forth in Exhibit B without a corresponding
increase in the Net Revenue Interest;
 (xii)
    
    rights reserved to or vested in any
Governmental Authority to control or regulate any of the Assets and the
applicable laws, rules, and regulations of such Governmental
Authorities;
 (xiii)
    
    all defects and irregularities affecting the Assets which
individually or in the aggregate (A) do not operate to (1) reduce the
Net Revenue Interest of the Company, (2) increase the proportionate
share of costs and expenses of leasehold operations attributable to or
to be borne by the Working Interests of the Company, or (3) otherwise
interfere materially with the operation, value or use of the Assets, or
(4) that would not be considered material when applying general
industry standards; or (B) operate to increase the proportionate share
of costs and expenses of leasehold operations attributable to or to be
borne by the Working Interest of the Company, so long as there is a
proportionate increase in the Companys Net Revenue Interest; and
 (xiv)
    
    Liens which will be released at or prior to
Closing.
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Title Defect. Title Defect
 Notice of Title Defects
 (a)
    
    If Purchaser discovers any Title Defect affecting any Asset,
Purchaser shall notify Seller as promptly as possible but no later than the
expiration of the Examination Period of such alleged Title Defect. To be
effective, such notice must (i) be in writing, (ii) be received by Seller prior
to the expiration of the Examination Period, (iii) describe the Title Defect in
sufficient, specific detail (including any alleged variance in the Net Revenue
Interest), (iv) identify the specific Asset or Assets affected by such Title
Defect, and (v) include the value of such Title Defect as determined by
Purchaser. Any matters that may otherwise constitute Title Defects, but of
which Seller has not been specifically notified by Purchaser in accordance with
the foregoing, shall be deemed to have been waived by Purchaser for all
purposes and shall constitute Permitted Encumbrances.
 (b)
    
    Upon the receipt of such effective notice from Purchaser,
Seller and Purchaser shall attempt to mutually agree on a resolution including,
but not limited to (i) attempt to cure such Title Defect at any time prior to
the Closing, or (ii) include the affected Asset in the sale and reduce the
Purchase Price by mutually agreed upon value of the Title Defect.
Alternatively, Seller shall have the right, in its discretion, to elect to (x)
have such Title Defect determined in accordance with Section 3.05(c),
or (y) with the prior written consent of the Purchaser (not to be unreasonably
withheld) not take any action with respect to the alleged Title Defect and
indemnify, defend and hold harmless Purchaser pursuant to Section 14.02 from
and against all Damages which Purchaser may incur in connection with same.
 (c)
    
    The value attributable to each Title Defect (the Title
Defect Value) that is asserted by Purchaser in the Title Defect notices
shall be determined based upon the criteria set forth below:
 (i)
    
    If the Title Defect is a Lien upon any Asset,
the Title Defect Value is the amount necessary to be paid to remove the
Lien from the affected Asset.
 (ii)
    
    If the Title Defect asserted is that the Net
Revenue Interest attributable to any well or unit is less than that
stated in Exhibit B or the Working Interest attributable to any well or
unit is greater than that stated in Exhibit B, then the Title Defect
Value shall take
into account the relative change in the interest from Exhibit B and
the appropriate Allocated Value attributed to such Asset.
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(iii)
    
    If the Title Defect represents an obligation,
encumbrance, burden or charge upon the affected Asset (including any
increase in Working Interest for which there is not a proportionate
increase in Net Revenue Interest) for which the economic detriment to
Purchaser is unliquidated, the amount of the Title Defect Value shall
be determined by taking into account the Allocated Value of the
affected Asset, the portion of the Asset affected by the Title Defect,
the legal effect of the Title Defect, the potential discounted economic
effect of the Title Defect over the life of the affected Asset, and the
Title Defect Values placed upon the Title Defect by Purchaser and
Seller.
 (iv)
    
    If a Title Defect is not in effect or does not
adversely affect an Asset throughout the entire productive life of such
Asset, such fact shall be taken into account in determining the Title
Defect Value.
 (v)
    
    The Title Defect Value of a Title Defect shall
be determined without duplication of any costs or losses included in
another Title Defect Value hereunder.
 (vi)
    
    Notwithstanding anything herein to the
contrary, in no event shall a Title Defect Value exceed the Allocated
Value of the wells, units or other Assets affected thereby.
 (vii)
    
    Such other factors as are reasonably necessary
to make a proper evaluation.
 Remedies for Title Defects
 (a)
    
    With respect to each Title Defect that is not cured on or
before the Closing, except as otherwise provided in Section 3.04(b) or this
Section 3.05, the Purchase Price shall be reduced by an amount equal to the
Title Defect Value agreed upon in writing by Purchaser and Seller.
 (b)
    
    If any Title Defect is in the nature of an unobtained consent
to assignment or other restriction on assignability, the provisions of Section
3.08 shall apply.
 (c)
    
    If on or before Closing the Purchaser and Seller have not
agreed upon the validity of any asserted Title Defect or have not agreed on the
Title Defect Value attributable thereto, either Purchaser or Seller shall have
the right to elect to have the validity of such Title Defect and/or such Title
Defect Value determined by an Independent Expert pursuant to Section 16.03. If
the validity of any asserted Title Defect, or the Title Defect Value
attributable thereto, is not determined before Closing, the Purchase Price
paid at Closing shall not be reduced by virtue of such disputed Title Defect
or Title Defect Value, and upon the final resolution of such dispute the
Title Defect Value, if any, found to be attributable to such Title Defect
shall, subject to this Section, be promptly refunded by Seller to Purchaser.
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(d)
    
    Notwithstanding anything to the contrary in this Agreement, (i)
if the value of a given individual Title Defect (or individual Title Benefit
(as defined in Section 3.08(a))) does not exceed US$25,000, then no adjustment
to the Purchase Price shall be made for such Title Defect (or Title Benefit),
(ii) if the aggregate adjustment to the Purchase Price determined in accordance
with this Agreement for Title Defects (exceeding US$25,000) does not exceed two
and one half per cent (2.5%) of the Purchase Price prior to any adjustments
thereto, then no adjustment of the Purchase Price shall be made therefor, and
(iii) if the aggregate adjustment to the Purchase Price determined in
accordance with this Agreement for Title Defects (exceeding US$25,000) does
exceed two and one-half per cent (2.5%) of the Purchase Price prior to any
adjustments thereto, then the Purchase Price shall only be adjusted by the
amount of such excess.
 Preferential Rights To Purchase
 Consents
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Remedies for Title Benefits
 (a)
    
    If either Purchaser or Seller discovers any Title Benefit
during the Examination Period affecting the Assets, it shall promptly notify
the other Party in writing thereof on or before the expiration of the
Examination Period. Subject to Section 3.05(d), Seller shall be entitled to an
upward adjustment to the Purchase Price pursuant to Section 10.02(a)(iii) with
respect to all Title Benefits, in an amount mutually agreed upon by the
Parties. For purposes of this Agreement, the term Title Benefit shall
mean the Companys interest in any Subject Interest that is greater than or in
addition to that set forth in Exhibit B (including, without limitation, a Net
Revenue Interest that is greater than that set forth in Exhibit B) or the
Companys Working Interest in any Subject Interest that is less than the
Working Interest set forth in Exhibit B (without a corresponding decrease in
the Net Revenue Interest). Any matters that may otherwise constitute Title
Benefits, but of which Purchaser has not been specifically notified by Seller
in accordance with the foregoing, shall be deemed to have been waived by Seller
for all purposes.
 (b)
    
    If with respect to a Title Benefit the Parties are not deemed
to have agreed on the amount of the upward Purchase Price adjustment or have
not otherwise agreed on such amount prior to the Closing Date, Seller or
Purchaser shall have the right to elect to have such Purchase Price adjustment
determined by an Independent Expert pursuant to Section 16.03. If the amount of
such adjustment is not determined pursuant to this Agreement by the Closing,
the undisputed portion of the Purchase Price with respect to the Asset affected
by such Title Benefit shall be paid by Purchaser at the Closing and, subject to
Section 3.05(d), upon determination of the amount of such adjustment, any
unpaid portion thereof shall be paid by Purchaser to Seller.
 Article IV
Environmental Matters
 Environmental Review
 (a)
    
    Purchaser shall have the right to conduct or cause a consultant
(Purchasers Environmental Consultant) to conduct an environmental
review of the Assets prior to the expiration of the Examination Period
(Purchasers Environmental Review). The cost and expense of
Purchasers Environmental Review, if any, shall be borne solely by Purchaser.
The scope of work comprising Purchasers Environmental Review shall be limited
to that mutually agreed by Purchaser and Seller prior to commencement thereof
and shall not include any subsurface or
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intrusive test or procedure without the express prior written consent of
Seller. Purchaser shall (and shall cause Purchasers Environmental
Consultant to): (i) consult with Seller before conducting any work
comprising Purchasers Environmental Review, (ii) perform all such work in a
safe and workmanlike manner and so as to not unreasonably interfere with
Sellers operations, and (iii) comply with all applicable laws, rules, and
regulations. Seller shall cause the Company, with Purchasers cooperation,
to use reasonable efforts to obtain any Third Party consents that are
required in order to allow Purchaser access to the Assets to perform any
work comprising Purchasers Environmental Review, and Purchaser shall
consult with Seller prior to requesting each such Third Party consent.
Seller shall have the right to have a representative or representatives
accompany Purchaser and Purchasers Environmental Consultant at all times
during Purchasers Environmental Review. With respect to any samples taken
in connection with Purchasers Environmental Review, Purchaser shall take
split samples, providing one of each such sample, properly labeled and
identified, to Seller. PURCHASER HEREBY AGREES TO RELEASE, DEFEND, INDEMNIFY
AND HOLD HARMLESS SELLER FROM AND AGAINST ALL CLAIMS, LOSSES, DAMAGES,
COSTS, EXPENSES, CAUSES OF ACTION AND JUDGMENTS OF ANY KIND OR CHARACTER
(INCLUDING THOSE RESULTING FROM SELLERS SOLE, JOINT, COMPARATIVE OR
CONCURRENT NEGLIGENCE OR STRICT LIABILITY) ARISING OUT OF OR RELATING TO
PURCHASERS ENVIRONMENTAL REVIEW.
 (b)
    
    Unless otherwise required by applicable law, Purchaser shall
(and shall cause Purchasers Environmental Consultant to) treat confidentially
any matters revealed by Purchasers Environmental Review and any reports or
data generated from such review (the Environmental Information), and
Purchaser shall not (and shall cause Purchasers Environmental Consultant to
not) disclose any Environmental Information to any Governmental Authority or
other Third Party without the prior written consent of Seller. Unless otherwise
required by law, Purchaser may use the Environmental Information only in
connection with the transactions contemplated by this Agreement. If Purchaser,
Purchasers Environmental Consultant, or any Third Party to whom Purchaser has
provided any Environmental Information become legally compelled to disclose any
of the Environmental Information, Purchaser shall provide Seller with prompt
notice sufficiently prior to any such disclosure so as to allow Seller to file
any protective order, or seek any other remedy, as it deems appropriate under
the circumstances. If this Agreement is terminated prior to the Closing,
Purchaser shall deliver the Environmental Information to Seller, which
Environmental Information shall become the sole property of Seller. Purchaser
shall provide copies of the Environmental Information to Seller without charge.
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Environmental Definitions
 (a)
    
    Environmental Defects. For purposes of this Agreement,
the term Environmental Defect shall mean, with respect to any given
Asset, an individual environmental condition that constitutes a material
violation of Environmental Laws in effect as of the date of this Agreement in
the jurisdiction in which such Asset is located. Environmental Defect shall
not be deemed to include an environmental condition disclosed, pursuant to
Sellers electronic data room or otherwise, in writing to Purchaser prior to
the execution of this Agreement.
 (b)
    
    Environmental Defect Value. For purposes of this
Agreement, the term Environmental Defect Value shall mean, with
respect to any Environmental Defect, the value, as of the Closing Date, of the
estimated costs and expenses to correct such Environmental Defect in the most
cost-effective manner reasonably available, consistent with Environmental Laws,
taking into account that non-permanent remedies (such as mechanisms to contain
or stabilize hazardous materials, including monitoring site conditions, natural
attenuation, risk-based corrective action, institutional controls or other
appropriate restrictions on the use of property, caps, dikes, encapsulation,
leachate collection systems, etc.) may be the most cost-effective manner
reasonably available.
 (c)
    
    Environmental Laws. For purposes of this Agreement, the
term Environmental Laws shall mean all laws, statutes, ordinances,
court orders, rules and regulations of any Governmental Authority pertaining to
health or the environment as may be interpreted by applicable court decisions
or administrative orders, including, without limitation, the Clean Air Act, as
amended, the Comprehensive Environmental Response, Compensation and Liability
Act, as amended, the Federal Water Pollution Control Act, as amended, the
Occupational Safety and Health Act, as amended, the Resources Conservation and
Recovery Act, as amended, the Safe Drinking Water Act, as amended, the Toxic
Substances Control Act, as amended, the Superfund Amendment and Reauthorization
Act of 1986, as amended, the Hazardous Materials Transportation Act, as
amended, and comparable state and local laws.
 (d)
    
    Governmental Authority. For purposes of this Agreement,
the term Governmental Authority shall mean the United States, any
state, county, parish, city and political subdivisions in which such Asset is
located and that exercises jurisdiction over such Asset, and any agency,
department, board or other instrumentality thereof that exercises jurisdiction
over such Asset.
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Notice of Environmental Defects
 (a)
    
    If Purchaser discovers any Environmental Defect affecting the
Assets, Purchaser shall notify Seller prior to the expiration of the
Examination Period of such alleged Environmental Defect (an Environmental
Defect Notice); provided, however, if Purchasers Environmental Review
discovers an environmental condition that Purchaser and Seller mutually and
reasonably agree requires additional investigation that would extend beyond the
then effective Examination Period in order to determine whether or not such
condition is an Environmental Defect, the Examination Period shall be extended
an additional thirty (30) days solely with respect to such identified
environmental condition. To be effective, an Environmental Defect Notice must:
(i) be in writing; (ii) be received by Seller prior to the expiration of the
Examination Period (subject to the extension provided above); (iii) describe
the Environmental Defect in sufficient, specific detail, including, without
limitation, (A) the written conclusion of Purchasers Environmental Consultant
that an Environmental Defect exists, which conclusion shall be reasonably
substantiated by the factual data gathered in Purchasers Environmental Review,
and (B) a separate specific citation of the provisions of Environmental Laws
alleged to be violated and the related facts that substantiate such violation;
(iv) identify the specific Assets affected by such Environmental Defect,
including, without limitation, a site plan showing the location of all sampling
events, boring logs and other field notes describing the sampling methods
utilized and the field conditions observed, chain-of-custody documentation and
laboratory reports; (v) identify the procedures recommended to correct the
Environmental Defect, together with any related recommendations from
Purchasers Environmental Consultant; and (vi) state Purchasers estimate of
the Environmental Defect Value, including the basis for such estimate, for
which Purchaser would agree to adjust the Purchase Price in order to accept
such Environmental Defect if Seller elected Section 4.04(b) as the remedy
therefor.
 (b)
    
    Any matters that may otherwise constitute Environmental
Defects, but have not been specifically identified by Purchaser pursuant to an
Environmental Defect Notice in accordance with the foregoing, together with any
environmental matter that does not constitute an Environmental Defect, shall be
deemed to have been waived by Purchaser for all purposes and constitute a
Company Obligation (as defined in Section 14.02). Upon the receipt by Seller of
an effective Environmental Defect Notice from Purchaser, Seller and Purchaser
shall attempt to mutually agree on a resolution including, but not limited to,
(i) attempt to cure such Environmental Defect at any time prior to the Closing;
or (ii) include the affected Asset in the sale and reduce the Purchase Price by
mutually agreed upon value of the Environmental Defect. Alternatively, Seller
shall have the right, in its discretion, to elect to (x) exclude the affected
Asset from the sale and reduce the Purchase Price by the Allocated Value of such
affected Asset and have the value determined in accordance with Section
4.04; or (y) with the prior written consent of the Purchaser (not to be
unreasonably withheld) not take any remedial action with respect to the
alleged Environmental Defect, and in the case of either (x) or (y) hereof,
Seller agrees to indemnify, defend and hold harmless the Purchaser pursuant
to Section 14.03 from and against all Damages which Purchaser may incur in
connection with same.
  -12-




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##### 



Remedies for Environmental Defects
 (a)
    
    If any Environmental Defect described in an Environmental
Defect Notice delivered in accordance with Section 4.03 is not cured on or
before the Closing, then the Purchase Price shall be reduced by the
Environmental Defect Value of such Environmental Defect as and if agreed by the
Parties.
 (b)
    
    If Purchaser and Seller have not agreed as to the validity of
any asserted Environmental Defect, or if the Purchaser and Seller have not
agreed on the Environmental Defect Value therefor, then on or before three (3)
Business Days prior to the Closing Date, either Party shall have the right to
elect to have validity of the asserted Environmental Defect, and/or the
Environmental Defect Value for such Environmental Defect, determined by an
Independent Expert pursuant to Section 16.03. If the validity of any such
asserted Environmental Defect or the amount of any such Environmental Defect
Value is not determined by the Closing, the Asset affected by such disputed
Environmental Defect shall be excluded from the Closing as an Excluded Asset
and the Purchase Price paid at Closing shall be reduced by the Allocated Value
of that Asset. Upon resolution of such dispute, the Environmental Defect
Value, if any, found to be attributable to such Environmental Defect shall,
subject to this Section 4.04, be subtracted from the Allocated Value of the
Asset, and concurrent with the Purchasers payment of such reduced amount the
Asset conveyed to the Purchaser, if that is part of the mutually agreed
settlement. Notwithstanding the foregoing, either Purchaser or Seller shall
have the unilateral right to cause an Asset to be an Excluded Asset if the
Environmental Defect Value exceeds the Allocated Value of the Asset(s) affected
thereby.
 (c)
    
    Notwithstanding anything to the contrary in this Agreement, (i)
if the Environmental Defect Value for a given individual Environmental Defect
does not exceed US$25,000, then no adjustment to the Purchase Price shall be
made for such Environmental Defect; (ii) if the aggregate adjustment to the
Purchase Price determined in accordance with this Agreement for Environmental
Defects (exceeding US$25,000) does not exceed two and one-half per cent (2.5%)
of the Purchase Price prior to any adjustments thereto, then no adjustment of
the Purchase Price shall be
made therefore; and (iii) if the aggregate adjustment to the Purchase Price
determined in accordance with this Agreement for Environmental Defects
(exceeding US$25,000) does exceed two and one-half per cent (2.5%) of the
Purchase Price prior to any adjustments thereto, then the Purchase Price
shall only be adjusted by the amount of such excess.
  -13-




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##### 



Article V
Representations and Warranties of Seller
  Corporate Organization
 (a)
    
    Seller is a corporation, duly organized, validly existing and
in good standing under the laws of the State of Nevada. Seller has full legal
power, right and authority to carry on its business as such is now being
conducted.
 (b)
    
    The Company is a corporation, duly organized, validly existing
and in good standing under the laws of the State of Nevada, and is qualified to
conduct business and is in good standing in the States of California and Texas,
respectively, and in any other state or jurisdiction where the conduct of the
Companys business requires such qualification, except where the failure to be
so qualified would not have a Material Adverse Effect. The Company has full
legal power, right and authority to carry on its business as such is now being
conducted.
 (c)
    
    Seller Parent is a corporation, duly organized, validly
existing and in good standing under the laws of the Yukon, Canada. Seller
Parent has full legal power, right and authority to carry on its business as
such is now being conducted
 (d)
    
    Seller has delivered to Purchaser copies of the articles of
incorporation and bylaws and any shareholder agreements or other governing
documents of the Company, each as currently in effect.
 Authority and Enforceability
  -14-




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##### 



Capitalization Schedule 5.03
 No Violation Schedule 5.04
 Financial Statements
 Books and Records
  -15-




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##### 



No Undisclosed Liabilities
 (a)
    
    Except as set forth in Schedule 5.07(a) hereof or as
reflected or reserved against in the Balance Sheet or the Interim Balance
Sheet, the Company has no liabilities or obligations of any nature whether
known or unknown and whether absolute, accrued, contingent, or otherwise,
except for liabilities or obligations which are not required by GAAP to be
disclosed in the financial statements of the Company or current liabilities
incurred in the Ordinary Course of Business since the respective dates thereof.
 (b)
    
    Except as disclosed in Schedule 5.07(b), the Company has no
Liability for any Indebtedness which will not be discharged by the Company,
Seller or Seller Parent prior to Closing.
 Brokers
 Legal Proceedings Schedule 5.09
 No Bankruptcy; Solvency
 Royalties
  -16-




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##### 



Taxes
 (a)
    
    The Company has duly filed on a timely basis with the
appropriate Governmental Authority all Tax Returns required to be filed for
taxable periods ending on or before the Closing. All such Tax Returns are
true, correct and complete in all material respects, and all Taxes shown as due
on such Tax Returns have been paid. The Company has paid, or made
provision for the payment of, all Taxes that have or may have become due
pursuant to those Tax Returns or otherwise, or pursuant to any assessment
received by Seller or the Company, except such Taxes, if any, as are listed
in Schedule 5.12 hereof and are being contested in good faith and as
to which adequate reserves (determined in accordance with GAAP) have been
provided in the Balance Sheet and the Interim Balance Sheet.
 (b)
    
    All Taxes that the Company is or was required by Law to
withhold or collect have been duly withheld or collected and, to the extent
required, have been paid to the proper Governmental Authority or other Person.
 (c)
    
    All ad valorem, property, production, severance, excise and
similar taxes and assessments based on or measured by the ownership of the
Assets or the production of Hydrocarbons or the receipt of proceeds therefrom
that have become due and payable by the Company have been paid in all material
respects.
 (d)
    
    The Company has made available to the Purchaser complete and
correct copies of all Tax Returns that have been filed as of the date hereof
(except Tax Returns for periods in respect of which the applicable statutory
period of limitations has expired) and copies of all material correspondence
with taxing authorities.
 (e)
    
    No currently unresolved assessments, reassessments, audits,
claims, actions, suits, proceedings or investigations exist or have been
initiated with regard to any Taxes or Tax Returns of the Company. No
assessment, reassessment, audit or investigation by any Governmental Authority
is pending or, to the Knowledge of the Seller, threatened or imminent with
respect to Taxes for which the Company may be liable, in whole or part.
 (f)
    
    Except as provided on Schedule 5.12, the Company has
not requested or entered into any agreement or other arrangement or executed
any waiver providing for any extension of time within which (i) to file any Tax
Return in respect of any Taxes for which the Company is or may be liable; (ii)
to file any elections, designations or similar filings relating to Taxes for
which the Company is or may be liable; (iii) the Company is required to pay or
remit any Taxes or amounts on account of Taxes; or (iv) any Governmental
Authority may assess or collect Taxes for which the Company is or may be
liable.
 (g)
    
    There are no Liens for Taxes on the Assets of the Company,
other than the Permitted Encumbrances.
 (h)
    
    The Company is not party to, bound by or obligated under any
tax sharing agreement, tax indemnification agreement or similar contract or
arrangement. The Company is not, nor within the 5-year period preceding the
Closing Date has been, an S corporation.
  -17-




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##### 



(i)
    
    Except for the group of which the Company is presently a
member, the Company has never been a member of an affiliated group of
corporations, within the meaning of Section 1504 of the Code.
 (j)
    
    The Company has not made or will not make a consent dividend
election under Section 565 of the Code. The Company has not agreed to make nor
is it required to make any adjustment under Section 481(a) of the Code by
reason of a change in accounting method or otherwise.
 (k)
    
    No Taxes have been incurred by the Company for the period since
the date of the Balance Sheet and Interim Balance Sheet other than in the
Ordinary Course of Business.
 (l)
    
    The Seller is not a person other than a United States person
within the meaning of the Code. The transaction contemplated herein is not
subject to the withholding provisions of Sections 1442, 1445 or 3406 of the
Code. The Company does not have and has not had a permanent establishment in
any foreign country, as defined in any applicable tax treaty or convention
between the United States and such foreign country.
 (m)
    
    The Company is not a party to any agreement, contract,
arrangement, or plan that has resulted or would result, separately or in the
aggregate, in the payment of any excess parachute payments within the meaning
of Section 280G of the Code.
 (n)
    
    Except as set forth on Schedule 5.12 and/or in joint operating
agreements entered into in the Ordinary Course of Business, the Company is not
a party to any joint venture, partnership, or other arrangement or contract
that could be treated as a partnership for federal income tax purposes.
 Material Contracts Schedule 5.13
 Hedging
 Employment and Employee Benefit Matters
 (a)
    
    Seller has provided Purchaser with complete and accurate list
of all employees of the Company, their respective positions, dates of hire with
the Company, current salaries and a description of other benefits. Except as
disclosed on Schedule 5.15(a), the Company is not a party to any
written agreements with past or present employees, agents or independent
contractors.
  -18-




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##### 



(b)
    
    The Company is not a party to, nor to the Knowledge of Seller
is any employee of the Company covered by a collective bargaining agreement
with any labor union.
 (c)
    
    Except as set forth on Schedule 5.15(c), the Company
has never sponsored, maintained or contributed to any employee benefit plan,
within the meaning of Section 3(3) of ERISA, that is a multiemployer plan,
within the meaning of Section 3(37) of ERISA, that is covered by Title IV of
ERISA or that is subject to the minimum funding requirements of Section 3.02 of
ERISA. With respect to any employee benefit plan, within the meaning of
Section 3(3) of ERISA, that is sponsored, maintained, or contributed to, or has
been sponsored, maintained, or contributed to within six (6) years prior to the
Closing Date, by the Company or any ERISA Affiliate, (i) no withdrawal
liability, within the meaning of Section 4201 of ERISA, has been incurred,
which withdrawal liability has not been satisfied, (ii) no liability to the
Pension Benefit Guaranty Corporation has been incurred by any such entity,
which liability has not been satisfied, (iii) no accumulated funding
deficiency, whether or not waived, within the meaning of Section 302 of ERISA
or Section 412 of the Code has been incurred, (iv) all contributions (including
installments) to such plan required by Section 302 of ERISA and Section 412 of
the Code have been timely made, and (v) no condition exists or event or
transaction or inaction has occurred with respect to any such plan which could
result in the Company incurring any material liability, fine or penalty.
 (d)
    
    No reportable event (as defined in ERISA Section 4043 and in
regulations issued thereunder) has occurred with respect to any employee
benefit plan within the meaning of Section 3(3) of ERISA.
 (e)
    
    To the Knowledge of Seller, no facts or circumstances have
occurred that may give rise to any liability of the Seller or the Company to
the Pension Benefit Guaranty Corporation under Title IV of ERISA.
 Title
 (a)
    
    The Company has good and valid title to the Personal Property
included as part of the Assets, free and clear of any and all Liens other than
Permitted Encumbrances.
 (b)
    
    With respect to the Subject Interests, Seller expressly
disclaims any warranty of any kind, express, implied or statutory, except,
provided Closing occurs, Seller warrants and will defend the Companys interest
in and to the Subject Interest as set forth on Exhibit A against all persons
claiming the Subject Interests or any part thereof by, through or under the
Company, but not otherwise.
  -19-




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##### 



Compliance and Laws and Permits
 Absence of Certain Changes
 (a)
    
    change in the Companys authorized or issued capital stock
(except in connection with the elimination of any intercompany obligations
and/or receivables as contemplated by Section 7.01(c)); grant of any stock
option or right to purchase shares of capital stock of the Company; issuance of
any security convertible into such capital stock; grant of any registration
rights; purchase, redemption, retirement, or other acquisition by the Company
of any shares of any such capital stock; or declaration or payment of any
dividend or other distribution or payment in respect of shares of capital stock
 (b)
    
    amendment to the articles of incorporation, bylaws or other
organizational documents of the Company;
 (c)
    
    payment or increase by the Company of any bonuses, salaries, or
other compensation to any shareholder, director, officer, or (except in the
Ordinary Course of Business) employee or entry into any employment, severance,
or similar Contracts with any director, officer, or employee;
 (d)
    
    adoption of, or increase in the payments to or benefits under,
any profit sharing, bonus, deferred compensation, savings, insurance, pension,
retirement, or other employee benefit plan for or with any employees of the
Company;
 (e)
    
    damage to or destruction or loss of any Asset or property of
the Company, whether or not covered by insurance, except as would not have a
Material Adverse Effect;
 (f)
    
    entry into, termination of, or receipt of notice of termination
of any Material Contract;
 (g)
    
    sale, lease, or other disposition of any material Asset or
property of the Company or mortgage, pledge, or imposition of any Lien or other
encumbrance on any material Asset or property of the Company, except in the
Ordinary Course of Business;
  -20-




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##### 



(h)
    
    cancellation or waiver of any claims or rights with a value to
the Company in excess of $100,000;
 (i)
    
    material change in the accounting methods used by the Company;
or
 (j)
    
    agreement, whether oral or written, by the Company to do any of
the foregoing.
 Insurance Schedule 5.19 Schedule 5.19
 Intellectual Property
 Certain Payments
 Article VI
Representations and Warranties of Purchaser
  Existence
  -21-




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##### 



Authority and Enforceability
 No Violation
 Brokers
 No Bankruptcy; Solvency
 Legal Proceedings
  -22-




---



##### 



Investment
 Securities Laws
 Funds
 Article VII
Operation of the Assets; Covenants of the Parties
 Operations Pending Closing.
 (a)
    
    Seller agrees, from and after the execution date hereof until
Closing, except as expressly contemplated by this Agreement, as expressly
consented to in writing by Purchaser, or in situations wherein emergency action
is taken in the face of risk to life, property or the environment, to:
 (i)
    
    operate the Company and the Assets in the
Ordinary Course of Business;
 (ii)
    
    maintain the books of account and records
relating to the Company and the Assets in the Ordinary Course of
Business;
 (iii)
    
    not enter into a Material Contract, or
materially amend or change the terms of any such Material Contract that
would involve individual commitments of more than US$50,000 or
aggregate commitments of more than US$250,000;
 (iv)
    
    not plug or abandon any well included as part
of the Assets without Purchasers prior written consent;
  -23-




---



##### 



(v)
    
    not transfer, sell, mortgage, pledge or dispose
of any material portion of the Assets other than the sale and/or
disposal of Hydrocarbons in the Ordinary Course of Business and sales
of equipment that is no longer necessary in the operation of the Assets
or for which replacement equipment has been obtained;
 (vi)
    
    preserve in full force and effect all oil and
gas leases, operating agreements, easements, rights-of-way, permits,
licenses and agreements that relate to the Assets, other than oil and
gas leases which may expire by their respective terms which will not be
renewed or extended by the Company without prior consent of the
Purchaser;
 (vii)
    
    submit to Purchaser for prior written
approval, all requests for operating or capital expenditures relating
to the Assets that involve individual commitments of more than
US$50,000, unless otherwise contemplated by the Companys capital
expenditure budget previously provided to the Purchaser; and
 (viii)
    
    obtain Purchasers written approval prior to voting under any
operating, joint venture, partnership or similar agreement.
 (b)
    
    Purchaser agrees and understands that Seller shall have the
right to cause the Company to make dividends or distributions of the Excluded
Assets directly or indirectly to Seller at any time prior to the Closing. Such
right shall not include the right to declare dividends or distributions prior
to the Closing that are payable after the Closing. No action taken in
accordance with this Section 7.01(b) shall be considered as a violation
of any other provision of this Agreement.
 (c)
    
    Prior to or on the Closing Date, all intercompany obligations
or receivables between the Company and the Seller or any Affiliate of Seller
shall be fully satisfied and Seller shall cause the Company and the Assets to
be released from any guaranty or Lien relating to any indebtedness of Seller or
its Affiliates. Except with respect to charges incurred by Seller or its
Affiliates on behalf of the Company to a Third Party and which are allocated
specifically to one of the Assets, there shall be no Purchase Price Adjustment
in connection with the compliance by Seller of its obligations set forth in
this Section 7.01(c).
 Limitations on the Operational Obligations and Liabilities of Seller
 (a)
    
    From and after the date of execution of this Agreement and
until the Closing, and subject to the provisions of applicable operating and
other agreements, Seller shall use its reasonable efforts to operate the Assets
and use its reasonable efforts to cause any other operators to operate and
administer the Assets in a manner consistent with its past practices and as
a reasonably prudent operator, and shall carry on its business with respect
to the Assets in substantially the same manner as before execution of this
Agreement.
  -24-




---



##### 



(b)
    
    Purchaser acknowledges that Seller owns undivided interests in
some or all of the Assets, and Purchaser agrees that the acts or omissions of
the other working interest owners shall not constitute a violation of the
provisions of this Article VII, nor shall any action required by a vote of
working interest owners constitute such a violation so long as Seller has voted
its interests in a manner that complies with the provisions of this Article
VII. To the extent that Seller is not the operator of any of the Assets, the
obligations of Seller in this Article VII shall be construed to require that
Seller use reasonable efforts (without being obligated to incur any expense or
institute any cause of action) to cause the operator of such Assets to take
such actions or render such performance within the constraints of the
applicable operating agreements and other applicable agreements.
 Operation of the Assets After the Closing
 Casualty Loss
 (a)
    
    Purchaser shall assume all risk of loss with respect to, and
any change in the condition of, the Assets from the date of this Agreement
until the Closing, including with respect to the depletion of Hydrocarbons, the
watering-out of any well, the collapse of casing, sand infiltration of wells,
and the depreciation of Personal Property.
 (b)
    
    If after the execution date of this Agreement and prior to the
Closing any part of the Assets shall be damaged or destroyed by fire or other
casualty or if any part of the Assets shall be taken in condemnation or under
the right of eminent domain or if proceedings for such purposes shall be
pending or threatened, this Agreement shall remain in full force and effect
notwithstanding any such destruction, taking or proceeding, or the threat
thereof and the Parties shall proceed with the transactions contemplated by
this Agreement notwithstanding such destruction or taking without reduction of
the Purchase Price, but subject to Section 7.04(c).
 (c)
    
    Notwithstanding Section 7.04(a), in the event of any loss
described in Section 7.04(b), at the Closing, Seller shall pay to Purchaser all
sums paid to Seller by Third Parties by reason of the destruction or taking of
such Assets (up to the Allocated Value thereof), including any sums paid
pursuant to any policy or agreement of insurance or indemnity, and shall
assign, transfer and set over unto Purchaser all of the rights, title and
interest of Seller in and to any claims, causes of action, unpaid proceeds
or other payments from Third Parties, including any policy or agreement of
insurance or indemnity, arising out of such destruction or taking (up to the
Allocated Value thereof). Notwithstanding anything to the contrary in this
Section 7.04, Seller shall not be obligated to carry or maintain, and shall
have no obligation or liability to Purchaser for its failure to carry or
maintain, any insurance coverage with respect to any of the Assets.
  -25-




---



##### 



Access and Investigation Section 4.01 Section
5.15(a)
 Notification
 Release of Existing Indebtedness
  -26-




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##### 



Employee Matters Earned Wages
 Article VIII
Sellers Conditions to Close
  Representations
 Performance
 Pending Matters
 Purchase Price
 Execution and Delivery of the Closing Documents
  -27-




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##### 



Article IX
Purchasers Conditions to Close
  Representations
 Performance
 Pending Matters
 Release of Existing Indebtedness
 Execution and Delivery of the Closing Documents
 Article X
The Closing
 Time and Place of the Closing Closing Closing Date
  -28-




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##### 



Adjustments to Purchase Price at the Closing
 (a)
    
    At the Closing, the Purchase Price shall be increased by the
following amounts:
 (i)
    
    the amount of all costs, expenses and charges relating to the Assets, or
the ownership, use or operation of the Assets, which are paid by Seller or its
Affiliates (other than the Company) and are attributable to the period of time from
and after the Effective Time, as such amounts are described on Schedule
10.02(a)(i);(ii)
    
    the adjustment amount, if any, due Seller as determined pursuant to
Section 11.02 with respect to gas imbalances;
 (iii)
    
    all upward Purchase Price adjustments for
Title Benefits determined in accordance with Article III;
 (iv)
    
    an estimate of any and all transfer, sales,
gross receipts, compensating use or similar taxes, or assessments
resulting from the transaction;
 (v)
    
    any Excess Net Working Capital as of the
Effective Time; and(vi)
    
    any other amount provided for in this Agreement or agreed upon by
Purchaser and Seller.
 (b)
    
    At the Closing, the Purchase Price shall be decreased by the
following amounts:
 (i)
    
    the Allocated Value of any Subject Interest
sold prior to the Closing to the holder of a preferential right
pursuant to Section 3.06;
 (ii)
    
    all downward Purchase Price adjustments for
Title Defects and Environmental Defects determined in accordance with
Article III and Article IV;(iii)
    
    the Escrow Fund;
 (iv)
    
    the adjustment amount, if any, due Purchaser as
determined pursuant to Section 11.02 with respect to gas imbalances.
 (v)
    
    any Deficit Net Working Capital as of the
Effective Time; and
 (vi)
    
    any other amount provided for in this Agreement
or agreed upon by Purchaser and Seller.
 (c)
    
    The adjustments described in Sections 10.02(a) and (b) are
hereinafter referred to as the Purchase Price Adjustments.
 Closing Statement
  -29-




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##### 



Actions of Seller at the Closing
  (a)
    
    deliver to Purchaser certificates representing the Purchased
Shares, which certificates shall be duly endorsed to Purchaser or accompanied
by duly executed stock powers in a form satisfactory to Purchaser;
 (b)
    
    deliver to Purchaser resignations of the board of directors and
officers of the Company;
 (c)
    
    execute and deliver a certificate by a senior officer of Seller
certifying with respect to the matters set forth in Sections 9.01 and 9.02; and
 (d)
    
    execute, acknowledge and deliver any other instruments or
agreements provided for herein or otherwise necessary to effectuate the
transactions contemplated hereby.
 Actions of Purchaser at the Closing
  (a)
    
    deliver to Seller the Purchase Price (as adjusted pursuant to
the provisions hereof and net of the Escrow Fund) by wire transfer of
immediately available funds to an account designated in writing by Seller;
 (b)
    
    execute and deliver a certificate by a senior officer of
Purchaser certifying with respect to the matters set forth in Sections 8.01 and
8.02; and
 (c)
    
    execute, acknowledge and deliver any other instruments or
agreements provided for herein or otherwise necessary to effectuate the
transactions contemplated hereby.
 Article XI
Post Closing Obligations
 Allocation of Expense and Revenues.
 (a)
    
    Provided that the Closing occurs, appropriate adjustments shall
be made between Purchaser and Seller so that (i) Purchaser will receive all
proceeds from sales of Hydrocarbons that are produced and saved from and after
the Effective Time and any other revenues arising out of the ownership or
operation of the Assets from and after the Effective Time, net of all
applicable production, severance, and similar taxes, and net of all
costs and expenses that are incurred in the ownership or operation of the
Assets from and after the Effective Time, including, without limitation, all
drilling costs, all capital expenditures, all overhead charges under
applicable operating or other agreements (regardless of whether Seller or an
affiliate of Seller serves as operator prior to the Closing), and (ii)
Seller will receive all proceeds from sales of Hydrocarbons that are
produced and saved prior to the Effective Time and any other revenues
arising out of the ownership or operation of the Assets prior to the
Effective Time, net of all applicable production, severance, and similar
taxes, and net of all costs and expenses that are incurred in the ownership
or operation of the Assets prior to the Effective Time.
  -30-




---



##### 



(b)
    
    In addition to the foregoing, the Seller will be paid (i) the
amount as of the Effective Time of all prepaid ad valorem, property or similar
taxes and assessments based upon or measured by ownership of the Assets and any
prepaid costs, including rentals and insurance premiums, insofar as such
prepaid costs relate to periods of time after the Effective Time, and (ii) the
value of all merchantable Hydrocarbons produced prior to the Effective Time but
in storage above the inlet connection or upstream of the applicable sales meter
on the Closing Date.
 (c)
    
    In addition to the foregoing, the Purchaser will be paid (i) an
amount equal to all unpaid ad valorem, property, production, severance and
similar taxes and assessments based upon or measured by the ownership of the
Assets that are attributable to periods of time prior to the Effective Time,
which amounts shall, to the extent not actually assessed, be computed based on
such taxes and assessments for the preceding tax year (such amount to be
prorated for the period of Sellers and Purchasers ownership before and after
the Effective Time), and (ii) an amount equal to all cash in, or attributable
to, suspense accounts relative to the Assets for which Purchaser has assumed
responsibility under Section 14.02.
 (d)
    
    All amounts due under this Section 11.01 will be settled in
accordance with final Accounting Statement under Section 11.03, and shall take
into account any amounts reflected in Net Working Capital of the Company as of
the Effective Time so as to avoid any duplication or double recovery by the
Parties.
 Gas Imbalances Agreed Imbalance PURCHASER SHALL BE ENTITLED TO AND ASSUMES
ALL RIGHTS AND LIABILITIES RELATING TO
GAS IMBALANCES DISCOVERED AFTER THE POST-CLOSING SETTLEMENT INCLUDING ANY REVENUE ADJUSTMENT
CAUSED BY SUCH SUBSEQUENTLY DISCOVERED IMBALANCE AND AGREES TO DEFEND AND INDEMNIFY SELLER FROM AND
AGAINST ANY CLAIM, BY ANYONE OTHER THAN SELLER OR ITS AFFILIATES, ARISING OUT OF SUCH GAS
IMBALANCES REGARDLESS OF SELLERS NEGLIGENCE OR FAULT (INCLUDING STRICT LIABILITY).
  -31-




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##### 



Final Accounting Statement
 (a)
    
    On or before ninety (90) days after the Closing Date, Seller
shall prepare and deliver to Purchaser a post-closing statement setting forth a
detailed calculation of all post-Closing adjustments applicable to the period
of time between the Effective Time and Closing (Accounting
Statement). The Accounting Statement shall include any adjustment or
payment which was not fully and finally determined as of the Closing Date and
the allocation of revenues and expenses as determined in accordance with
Section 11.01. To the extent reasonably required by Seller, Purchaser shall
assist in the preparation of the Accounting Statement and Purchaser shall
provide Seller such data and information as Seller may reasonably request
supporting the amounts reflected on the Accounting Statement. The Accounting
Statement shall become final and binding upon the Parties on the thirtieth
(30th) day following receipt thereof by Purchaser (the Final Settlement
Date) unless Purchaser gives written notice of its disagreement (a
Notice of Disagreement) to Seller prior to such date. Any Notice of
Disagreement shall specify in detail the dollar amount, nature and basis of any
disagreement so asserted. If a Notice of Disagreement is received by Seller in
a timely manner, then the Parties shall resolve the Dispute (as defined in
Section 16.01) evidenced by the Notice of Disagreement in accordance with
Article XVI.
 (b)
    
    Within five (5) Business Days after the Final Settlement Date,
Seller shall pay to Purchaser or Purchaser shall pay to Seller, as applicable,
in immediately available funds the net amount due. For purposes of this
Agreement, the term Final Statement shall mean (i) the revised
Statement becoming final pursuant to this Section, or (ii) upon resolution of
any Dispute regarding a Notice of Disagreement, the revised Statement
reflecting such resolutions, which the Parties shall issue, or cause the
Independent Expert or arbitrators to issue, as applicable, following such
resolution.
 Further Cooperation
  -32-




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##### 



Article XII
Tax Matters
 Transfer Taxes
 Ad Valorem and Similar Taxes
 Tax Returns
 Tax Cooperation
  -33-




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##### 



Tax Assessments
 (a)
    
    If, at any time, the Company receives from a Governmental
Authority an assessment, a reassessment or any other notice in writing relating
to an amount to which the representations and warranties relating to Taxes in
this Agreement may relate and which in turn could give rise to a claim against
the Seller under this Agreement (an Assessment), the Purchaser shall
cause the Company to deliver to the Seller as soon as practicable, but in any
event within thirty (30) days of receiving the Assessment, a copy of the
Assessment, together with a statement setting out, to the extent possible based
on the information provided in the Assessment, the obligations of the Seller,
on the assumption that the Assessment is valid and binding. If at any time the
Seller or Seller Parent receives from a Governmental Authority an Assessment,
Seller or Seller Parent shall deliver to the Purchaser as soon as practicable,
but in any event within thirty (30) days of receiving the Assessment, a copy of
the Assessment, together with a statement setting out, to the extent possible
based on the information provided in the Assessment, the obligations of the
Seller, on the assumption that the Assessment is valid and binding.
 (b)
    
    The Seller shall have the right, at its own expense and
employing counsel of its own choice, to contest any Assessment. In such event,
the Seller shall keep the Purchaser reasonably informed of the progress of such
contest and the Purchaser shall have the right to retain its own counsel but
the fees and expenses of such counsel shall be at the expense of the Purchaser.
Except with the consent of the Purchaser, the Seller shall not take any action
or agree to any settlement with respect to any Assessment which would result in
an increase in the liability of the Company or the Purchaser for any
post-Closing Tax period.
 (c)
    
    The Purchaser undertakes to inform and to cause the Company to
inform the Seller of any audit inquiries received with respect to the
representations and warranties relating to Taxes in this Agreement which could
give rise to a claim against the Seller under this Agreement and to provide the
Seller with the sole right to make representations on behalf of the Company
prior to an Assessment which relates to such representations and warranties.
 (d)
    
    All tax-sharing agreements or similar agreements with respect
to or involving the Company shall be terminated prior to the Closing Date, and,
after the Closing Date, the Company shall not be bound thereby or have any
liability thereunder for amounts due in respect of periods prior to the Closing
Date.
 (e)
    
    After the date hereof, neither Seller nor Seller Parent will
make any election with respect to Taxes which would have a material effect on
the Tax liability of the Company without the written consent of Purchaser (such
consent not to be unreasonably withheld).
  -34-




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##### 



(f)
    
    Seller and Purchaser shall (i) each provide the other, and
Purchaser shall cause the Company to provide Seller, with such assistance as
may reasonably be requested by any of them in connection with the preparation
of any Tax Return, audit, or other examination by any taxing authority or
judicial or administrative proceedings relating to liability for Taxes, (ii)
each retain and provide the other, and Purchaser shall cause the Company to
retain and provide Seller with, any records or other information that may be
relevant to such Tax Return, audit or examination, proceeding, or
determination, and (iii) each provide the other with any final determination of
any such audit or examination, proceeding, or determination that affects any
amount required to be shown on any Tax Return of the other for any period.
Without limiting the generality of the foregoing, Purchaser shall retain, and
shall cause the Company to retain, and Seller shall retain, until the
applicable statutes of limitations (including any extensions) have expired,
copies of all Tax Returns, supporting work schedules, and other records or
information that may be relevant to such returns for all tax periods or
portions thereof ending before or including the Closing Date and shall not
destroy or otherwise dispose of any such records without first providing the
other Party with a reasonable opportunity to review and copy the same.
 (g)
    
    Seller shall exercise at its expense complete control over the
handling, disposition, and settlement of any governmental inquiry, examination,
or proceeding that could result in a determination with respect to Taxes due or
payable by Purchaser or the Company for which Seller may be liable or against
which Seller may be required to indemnify Purchaser or the Company pursuant
hereto. Seller shall, however, promptly notify the Company if, in connection
with any such inquiry, examination, or proceeding, any Governmental Authority
proposes in writing to make any Assessment or adjustment with respect to Tax
items of the Company, which Assessments or adjustments could affect the Company
following the Closing Date, and shall consult with the Company with respect to
any such proposed Assessment or adjustment. Purchaser shall notify Seller in
writing promptly upon learning of any such inquiry, examination, or proceeding.
Purchaser shall cooperate with Seller, as Seller may reasonably request, in any
such inquiry, examination, or proceeding. Neither Seller nor Purchaser shall
make any amendments or adjustments to any Tax Returns for any Tax period prior
to the Closing Date or any other Tax Return which may affect the Tax liability
of the Company or Tax indemnification of Seller under this Agreement without
the prior approval of the other Party (such approval not to be unreasonably
withheld).
  -35-




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##### 



Article XIII
Termination
 Right of Termination
 (a)
    
    at any time at or prior to the Closing by mutual written
consent of the Parties;
 (b)
    
    by Seller on the Closing Date if the conditions set forth in
Article VIII have not been satisfied in all material respects by Purchaser or
waived by Seller in writing by the Closing Date;
 (c)
    
    by Purchaser on the Closing Date if the conditions set forth in
Article IX have not been satisfied in all material respects by Seller or waived
by Purchaser in writing by the Closing Date;
 (d)
    
    by Seller or Purchaser if the Closing shall not have occurred
on or before August 31, 2009;
 (e)
    
    by either Seller or Purchaser if any Governmental Authority
shall have issued an order, judgment or decree or taken any other action
challenging, delaying, restraining, enjoining, prohibiting or invalidating the
consummation of any of the transactions contemplated herein;
 (f)
    
    by either Seller or Purchaser if (i) the aggregate amount of
the Purchase Price Adjustments agreed by the Seller and Purchaser or otherwise
finally determined pursuant to this Agreement with respect to all uncured Title
Defects (net of the aggregate amount of the Purchase Price Adjustments for all
Title Benefits agreed by the Seller and Purchaser), plus (ii) the aggregate
amount of the Environmental Defect Values agreed by the Seller and Purchaser or
otherwise finally determined pursuant to this Agreement with respect to all
Environmental Defects, plus (iii) the aggregate amount of all casualty losses
not covered by insurance (including any deductions or self-insured retentions)
exceeds twenty percent (20%) percent of the unadjusted Purchase Price; or
 (g)
    
    as otherwise expressly provided herein;
  Effect of Termination
  -36-




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##### 



Termination Damages
 (a)
    
    If all conditions precedent to the obligations of Purchaser set
forth in Article VIII have been met and the transactions contemplated by this
Agreement are not consummated on or before the Closing Date because of (i) the
failure of Purchaser to perform any of its obligations hereunder in any
material respect or (ii) any representation or warranty of Purchaser contained
herein that are qualified by materiality are not true and correct in all
respects and/or if such representation or warranty is not qualified by
materiality is not true and correct in all material respects, then Seller shall
have the option to terminate this Agreement, in which case Seller shall have
the right to receive the Escrow Fund as liquidated damages, which remedy shall
be the sole and exclusive remedy available to Seller for Purchasers failure to
perform or breach. Purchaser and Seller acknowledge and agree that (i)
Sellers actual damages upon the event of such a termination are difficult to
ascertain with any certainty, (ii) that the Escrow Fund is a reasonable
estimate of such actual damages and (iii) such liquidated damages do not
constitute a penalty.
 (b)
    
    If this Agreement is terminated by the mutual written agreement
of Purchaser and Seller, or if the Closing does not occur on or before the
Closing Date, for any reason other than as set forth in this Section 13.03,
then Seller shall direct that the Escrow Fund be returned to Purchaser in
immediately available funds within three (3) Business Days after such
termination. Purchaser and Seller shall thereupon have the rights and
obligations set forth elsewhere herein.
 Article XIV
Obligations and Indemnification
 Purchasers Indemnification Section
14.02 Section 14.03 REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT,
COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE SELLER INDEMNITEES
  -37-




---



##### 



Sellers Indemnification  Representations, Warranties and Covenants and
Third Party Non-Environmental Claims Section 14.03 REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE
SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF ANY OF THE PURCHASER
INDEMNITEES
 (a)
    
    shall only apply if Purchaser has provided Seller and Seller
Parent with written notice of a good faith claim for indemnification within one
(1) year of the Closing, except for Damages arising out of any breach or
inaccuracy of the representations and warranties of the Seller set forth in
Sections 5.12 and 5.15 and the obligations of the Seller and Seller Parent in
Article XII which shall survive until the expiration of the applicable statute
of limitations; and
 (b)
    
    shall be limited to amounts in the aggregate in excess of two
and one-half percent (2.5%) of the Purchase Price (the Basket Amount)
up to a maximum aggregate liability of thirty percent (30%) of the Purchase
Price, except that Damages arising out of any breach of the representations and
warranties set forth in Sections 5.01, 5.02, 5.03, 5.07(b), 5.08, 5.12 and 5.15
and the obligations of the Seller and Seller Parent in Section 7.08 and Article
XII shall not be subject to the Basket Amount and in which event the maximum
aggregate liability of Seller and Parent with respect to all such claims shall
not exceed the Purchase Price.
 Sellers Indemnification  Third Party Environmental Claims Environmental Claims REGARDLESS OF WHETHER
CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT
LIABILITY OF ANY OF THE PURCHASER INDEMNITEES
 (a)
    
    shall only apply if Purchaser has provided Seller and Seller
Parent with written notice of a good faith claim for indemnification within one
(1) year of the Closing, and
  -38-




---



##### 



(b)
    
    shall be limited to amounts in the aggregate in excess of two
and one-half percent (2.5%) of the Purchase Price up to a maximum aggregate
liability of thirty percent (30%) of the Purchase Price.
  ARTICLE IV AND THIS SECTION 14.03 SHALL BE THE SOLE AND EXCLUSIVE REMEDY OF PURCHASER FOR ANY
DAMAGES ARISING OR INCURRED BY PURCHASER UNDER ENVIRONMENTAL LAWS. PURCHASER, FOR ITSELF AND ITS
AFFILIATES, HEREBY EXPRESSLY, WAIVES, RELEASES, DISCLAIMS AND NEGATES ANY AND ALL RIGHTS OR CAUSES
OF ACTION IT MIGHT OTHERWISE HAVE AGAINST SELLER, SELLER PARENT OR ITS AFFILIATES UNDER STATUTORY
OR COMMON LAW, WHETHER ARISING IN TORT, CONTRACT, EQUITY, BY STATUTE, OR OTHERWISE, ARISING OUT OF
OR IN CONNECTION WITH ENVIRONMENTAL LAWS OR WITH RESPECT TO ANY MATERIALS, SUBSTANCES, WASTES OR
ACTIVITIES REGULATED THEREUNDER.
 Notices and Defense of Indemnified Matters
  -39-




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##### 



Article XV
Limitations on Representations and Warranties
 Disclaimers of Representations and Warranties EXCEPT
FOR THE EXPRESS REPRESENTATIONS OF SELLER IN THIS AGREEMENT, PURCHASER ACKNOWLEDGES THAT SELLER HAS
NOT MADE, AND SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, AND PURCHASER HEREBY EXPRESSLY WAIVES,
ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE RELATING
TO (a) PRODUCTION RATES, RECOMPLETION OPPORTUNITIES, DECLINE RATES, GAS BALANCING INFORMATION OR
THE QUALITY, QUANTITY OR VOLUME OF THE RESERVES OF HYDROCARBONS, IF ANY, ATTRIBUTABLE TO THE
ASSETS, (b) THE ACCURACY, COMPLETENESS
OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) NOW, HERETOFORE
OR HEREAFTER FURNISHED TO PURCHASER BY OR ON BEHALF OF SELLER, AND (c) THE ENVIRONMENTAL CONDITION
OF THE ASSETS. EXCEPT FOR THE EXPRESS REPRESENTATIONS OF SELLER IN THIS AGREEMENT, SELLER EXPRESSLY
DISCLAIMS AND NEGATES, AND PURCHASER HEREBY WAIVES, AS TO PERSONAL PROPERTY, EQUIPMENT, INVENTORY,
MACHINERY AND FIXTURES CONSTITUTING A PART OF THE ASSETS (i) ANY IMPLIED OR EXPRESS WARRANTY OF
MERCHANTABILITY, (ii) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (iii)
ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (iv) ANY RIGHTS OF
PURCHASERS UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION OR RETURN OF THE
PURCHASE PRICE, (v) ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM DEFECTS, WHETHER KNOWN OR
UNKNOWN, (vi) ANY AND ALL IMPLIED WARRANTIES EXISTING UNDER APPLICABLE LAW, AND (vii) ANY IMPLIED
OR EXPRESS WARRANTY REGARDING ENVIRONMENTAL LAWS, THE RELEASE OF MATERIALS INTO THE ENVIRONMENT, OR
PROTECTION OF THE ENVIRONMENT OR HEALTH, IT BEING THE EXPRESS INTENTION OF PURCHASER AND SELLER
THAT THE PERSONAL PROPERTY, EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES INCLUDED IN THE ASSETS
SHALL BE CONVEYED TO PURCHASER, AND PURCHASER SHALL ACCEPT SAME, AS IS, WHERE IS, WITH ALL FAULTS
AND IN THEIR PRESENT CONDITION AND STATE OF REPAIR AND PURCHASER REPRESENTS TO SELLER THAT
PURCHASER WILL MAKE OR CAUSE TO BE MADE SUCH INSPECTIONS WITH RESPECT TO SUCH PERSONAL PROPERTY,
EQUIPMENT, INVENTORY, MACHINERY AND FIXTURES AS PURCHASER DEEMS APPROPRIATE. SELLER AND PURCHASER
AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE, THE DISCLAIMERS OF CERTAIN
WARRANTIES CONTAINED IN THIS SECTION ARE CONSPICUOUS DISCLAIMERS FOR THE PURPOSES OF ANY
APPLICABLE LAW, RULE OR ORDER.
 Survival
 Article XVI
Dispute Resolution
 General Disputes
  -40-




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##### 



Senior Management
 Independent Expert
 (a)
    
    Each of Purchaser and Seller shall have the right to submit
Disputes regarding title issues, environmental issues, or calculation of the
Accounting Statement or revisions thereto, to an independent expert appointed
in accordance with this Section 16.03 (each, an Independent Expert),
who shall serve as sole arbitrator. The Independent Expert shall be appointed
by mutual agreement of such Parties from among candidates with experience and
expertise in the area that is the subject of such Dispute, and failing such
agreement, such Independent Expert for such Dispute shall be selected in
accordance with the Rules (as defined in Subsection (b) of this Section 16.03).
 (b)
    
    Disputes to be resolved by an Independent Expert shall be
resolved in accordance with mutually agreed procedures and rules and failing
such agreement, in accordance with the rules and procedures of the Texas
Arbitration Act and the Rules of the American Arbitration Association to the
extent such Rules do not conflict with such Texas Arbitration Act or the
provisions of this Agreement The Independent Expert shall be instructed by the
Purchaser and Seller to resolve such Dispute as soon as reasonably practicable
in light of the circumstances. The decision and award of the Independent Expert
shall be binding upon all Parties as an award under the Federal Arbitration Act
and final and nonappealable to the maximum extent permitted by law, and
judgment thereon may be entered in a court of competent jurisdiction and
enforced by any Party as a final judgment of such court. In no event shall the
Independent Expert have any authority to award any punitive, indirect or
consequential damages.
 (c)
    
    The charges and expenses of the arbitrator shall be shared
equally by Seller and Purchaser.
 (d)
    
    Any arbitration hearing held pursuant to Section 16.03 shall be
held in Houston, Texas.
  -41-




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##### 



Limitation on Arbitration.
 Article XVII
Miscellaneous
 Consequential Damages REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT
NEGLIGENCE OR STRICT LIABILITY OF THE OTHER PARTY
 Names
 Expenses
 Document Retention
 Entire Agreement
  -42-




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##### 



Waiver
 Publicity
 Certain Rules of Construction and Interpretation
 (a)
    
    The captions in this Agreement are for convenience only and
shall not be considered a part of or affect the construction or interpretation
of any provision of this Agreement. The Parties acknowledge that they have
participated jointly in the negotiation and drafting of this Agreement and as
such the Parties agree that if an ambiguity or question of intent or
interpretation arises hereunder, this Agreement shall not be construed more
strictly against one Party than another on the grounds of authorship.
 (b)
    
    Time is of the essence in and of this Agreement.
 (c)
    
    Unless otherwise specified, time periods within or following
which any payment is to be made or act is to be done shall be calculated by
excluding the day on which the period commences and including the day on which
the period ends. Where the last day of any such time period is not a Business
Day, such time period shall be extended to the next Business Day following the
day on which it would otherwise end.
 (d)
    
    Whenever any action to be taken or payment to be made pursuant
to this Agreement would otherwise be required to be made on a day that is not a
Business Day, such action shall be taken or such payment shall be made on the
first Business Day following such day.
 (e)
    
    Unless otherwise specified, all references to amounts of money
in this Agreement refer to the lawful currency of the United States of America.
 (f)
    
    Including  Where the word including or includes is used in
this Agreement, it means including without limitation or includes without
limitation.
 (g)
    
    The use of words in the singular or plural, or referring to a
particular gender, shall not limit the scope or exclude the application of any
provision of this Agreement to such persons or circumstances as the context
otherwise permits.
  -43-




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##### 



(h)
    
    Any reference to a statute shall mean the statute in force as
at the date of this Agreement (together with all regulations promulgated
thereunder), as the same may be amended, re-enacted, consolidated or replaced
from time to time, and any successor statute thereto, unless otherwise
expressly provided.
 (i)
    
    Any reference to an action taken by a Person in the ordinary
course means that such action is consistent with past practices of such Person
and is taken in the ordinary course of the normal operations of such Person.
 No Third Party Beneficiaries
 Assignment
 Governing Law
 Notices
 Seller:
    
    Ivanhoe Energy Holdings Inc.
Suite 654, 999 Canada Place
Vancouver, Canada V6C 3E1
Attention: Corporate Secretary
  -44-




---



##### 



Seller Parent:
    
    Ivanhoe Energy Inc.
Suite 654, 999 Canada Place
Vancouver, Canada V6C 3E1
Attention: Corporate SecretaryPurchaser:
    
    Seneca South Midway, LLC
1201 Louisiana Street, Suite 400
Houston, Texas 77002
Attn: Land ManagerPurchaser Parent:
    
    Seneca Resources Corporation
1201 Louisiana Street, Suite 400
Houston, Texas 77002
Attn: Land Manager
  Severability
 Counterpart Execution
  -45-




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##### 



SELLER:IVANHOE ENERGY HOLDINGS INC.By:
    
    W. Gordon LancasterName: W. Gordon LancasterTitle:    PresidentSELLER PARENT:IVANHOE ENERGY INC.By:
    
    W. Gordon LancasterName: W. Gordon LancasterTitle:   Chief Financial OfficerPURCHASER:SENECA SOUTH MIDWAY, LLCBy:
    
    Matthew D. CabellName: Matthew D. CabellTitle:    PresidentPURCHASER PARENT:SENECA RESOURCES CORPORATIONBy:
    
    Matthew D. CabellName: Matthew D. CabellTitle:    President




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##### 



APPENDIX I
 DEFINITIONS
 Accounting Statement
 Affiliate
 Agreed Imbalance
 Agreement
 Allocated Values .
 Assessment
 Assets
 (a)
    
    the leasehold estates in and to the oil, gas and mineral leases
described or referred to in Exhibit A (the Leases) and any overriding
royalty interests in and to the lands covered by the Leases, assignments and
other documents of title described or referred to in Exhibit A, all as more
specifically described in Exhibit A (collectively, the Subject
Interests, or singularly, a Subject Interest);
 (b)
    
    all rights incident to the Subject Interests, including,
without limitation, (i) all rights with respect to the use and occupation of
the surface of and the subsurface depths under the Subject Interests; (ii) all
rights with respect to any pooled, communitized or unitized acreage by virtue
of any Subject Interest being a part thereof, including all Hydrocarbons (as
defined in Subsection (d) below) production after the Effective Time (as
hereinafter defined) attributable to the Subject Interests or any such pool or
unit allocated to any such Subject Interest;
 (c)
    
    all easements, rights-of-way, surface leases, servitudes, and
other estates or similar rights and privileges directly related to or used
solely in connection with the Subject Interests (the Easements),
including, without limitation, the Easements described or referred to in
Exhibit A;




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##### 



(d)
    
    all personal property, equipment, fixtures, inventory and
improvements located on or used in connection with the Subject Interests and
the Easements or with the production, treatment, sale, or disposal of oil, gas
or other hydrocarbons (collectively, Hydrocarbons), byproducts or
waste produced therefrom or attributable thereto, including, without
limitation, all wells located on the lands covered by the Subject Interests or
on lands with which the Subject Interests may have been pooled, communitized or
unitized (whether producing, shut in or abandoned, and whether for production,
injection or disposal), including, without limitation, the wells described in
Exhibit B, wellhead equipment, pumps, pumping units, flowlines, gathering
systems, piping, tanks, buildings, treatment facilities, injection facilities,
disposal facilities, compression facilities, and other materials, supplies,
equipment, facilities and machinery (collectively, Personal
Property);
 (e)
    
    all contracts, agreements and other arrangements that directly
relate to the Subject Interests, the Leases or the Easements, including,
without limitation, production sales contracts, farmout agreements, operating
agreements, service agreements and similar arrangements (collectively, the
Contracts);
 (f)
    
    all books, records, files, muniments of title, reports and
similar documents and materials, including, without limitation, minute books,
corporate, tax, legal, financial and other books and records of the Company
(but excluding employee files), and all lease records, well records, division
order records, well files, title records (including abstracts of title, title
opinions and memoranda, and title curative documents related to the Assets),
contracts and contract files, correspondence, that relate to the foregoing
interests in the possession of, and maintained by, Seller (collectively, the
Records); and
 (g)
    
    all geological and geophysical data relating to the Subject
Interests, other than such data that is interpretive in nature or which cannot
be transferred without the consent of or payment to any Third Party.
 not
 Balance Sheet
 Business Days
 Closing
 Closing Date




---



##### 



Code
 Company
 Company Obligations
 Confidentiality Agreement
 Contracts
 Damages
 Deficit Net Working Capital
 Defensible Title
 Dispute
 Easements
 Effective Time
 Environmental Defect
 Environmental Defect Notice
 Environmental Defect Value




---



##### 



Environmental Information
 Environmental Laws
 ERISA
 ERISA Affiliate
 Escrow Fund
 Examination Period
 Excess Net Working Capital
 Excluded Assets
 Final Settlement Date
 Final Statement
 GAAP
 Governmental Authority
 Hydrocarbons
 Indebtedness
 Independent Expert
 Intellectual Property
 Interim Balance Sheet
 Knowledge




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##### 



Leases
 Law
 Liability
 Lien
 Material Adverse Effect
 Material Contract
 (a)
    
    any Company Contract involving consideration with a total value
in excess of US$100,000, which is not cancelable by the Company upon notice of
sixty (60) days or less without liability for further payment other than
nominal penalty, pursuant to which the Company acquires any material portion of
the raw materials, supplies or services used or consumed by the Company in the
operation of its business (unless such raw materials, supplies or services are
readily available to the Company from other sources on comparable terms);
 (b)
    
    any Company Contract that can reasonably be expected to result
in aggregate payments by the Company of more than Fifty Thousand Dollars
(US$50,000) during the current or any subsequent fiscal year of the Company
(based solely on the terms thereof and without regard to any expected increase
in volumes or revenues);
 (c)
    
    any Company Contract that can reasonably be expected to result
in aggregate revenues to the Company of more than Fifty Thousand Dollars
(US$50,000) during the current or any subsequent fiscal year of the
Company (based solely on the terms thereof and without regard to any
expected increase in volumes or revenues);




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##### 



(d)
    
    any marketing, sales, transportation, processing or similar
Company Contract that is not terminable without penalty on sixty (60) Days or
less notice;
 (e)
    
    any indenture, mortgage, loan, credit or sale-leaseback or
similar Company Contract that can reasonably be expected to result in aggregate
payments by the Company of more than Fifty Thousand Dollars (US$50,000) during
the current or any subsequent fiscal year of the Company;
 (f)
    
    any Company Contract that constitutes a lease, under which the
Company is the lessor or the lessee of real or personal property which lease
(i) cannot be terminated by the Company without penalty upon sixty (60) days or
less notice and (ii) involves an annual base rental of more than Fifty Thousand
Dollars (US$50,000);
 (g)
    
    any Company Contract with an Affiliate of Seller that will not
be terminated prior to Closing;
 (h)
    
    any licensing agreement or other Company Contract with respect
to Intellectual Property (but excluding off the shelf or shrink-wrap
software with a value of less than Two Thousand Dollars (US$2,500), including
agreements with current or former employees, consultants, or contractors
regarding the appropriation or the non-disclosure of any Intellectual Property;
 (i)
    
    any collective bargaining agreement and other Company Contract
to or with any labor union or other employee representative of a group of
employees;
 (j)
    
    any joint venture, partnership, and other Company Contract
(however named) involving a sharing of profits, losses, costs, or liabilities
by the Company with any other Person;
 (k)
    
    any Company Contract containing covenants that in any way
purport to restrict the business activity of the Company or any Affiliate of
the Company or limit the freedom of the Company or any Affiliate of the Company
to engage in any line of business or to compete with any Person;
 (l)
    
    any Company Contract providing for payments to or by any Person
based on sales, purchases, or profits, other than direct payments for goods;




---



##### 



(m)
    
    any power of attorney that is currently effective and
outstanding relating to the Company or the Assets;
 (n)
    
    any Company Contract entered into other than in the Ordinary
Course of Business that contains or provides for an express undertaking by the
Company to be responsible for consequential damages;
 (o)
    
    any written warranty, guaranty, and or other similar
undertaking with respect to contractual performance extended by the Company
other than in the Ordinary Course of Business; and
 (p)
    
    any amendment, supplement, and modification (whether oral or
written) in respect of any of the foregoing.
 Net Revenue Interest
 Net Working Capital
 Ordinary Course of Business
 Permits
 Permitted Encumbrances
 Person
 Personal Property
 Purchase Price
 Purchased Shares
 Purchaser
 Purchasers Environmental Consultant




---



##### 



Purchasers Environmental Review
 Records
 Securities Act
 Seller
 Specified Obligations
 Statement
 Subject Interests
 Tax Taxes
 Tax Return




---



##### 



Third Party
 Title Benefit
 Title Defect
 Title Defect Value
 Working Interest




---



##### 



EXHIBIT A
 SUBJECT INTERESTS




---



##### 



Exhibit A
 
 Subject Interest (Listing of Leases)
 CA-001-020-ADate:
    
    July 7, 1975Lessor:
    
    United States of America, CACA-2855Lessee:
    
    Louise SanfordRecorded:
    
    Not recordedCA-002-001-ADate:
    
    April 3, 1999Lessor:
    
    Ruth I. MorganLessee:
    
    West Best Resources, Ltd.Recorded:
    
    January 28, 2000 as Document #0200010971, Official Records ofKern County, CaliforniaCA-002-001-BDate:
    
    April 3, 1999Lessor:
    
    John R. Morgan, Trustee of the Morgan Trust dated 04/07/1987Lessee:
    
    West Best Resources, Ltd.Recorded:
    
    January 28, 2000 as Document #0200010972, Official Records ofKern County, CaliforniaCA-002-001-CDate:
    
    April 3, 1999Lessor:
    
    Donald L. Metzner, Trustee of the Metzner Trust dated 04/24/1985Lessee:
    
    West Best Resources, Ltd.Recorded:
    
    January 28, 2000 as Document #0200010973, Official Records of Kern County, CaliforniaCA-002-001-DDate:
    
    April 3, 1999Lessor:
    
    Joanna Metzner, Trustee of the Metzner Trust dated 04/24/1985Lessee:
    
    West Best Resources, Ltd.Recorded:
    
    January 28, 2000 as Document #0200010974, Official Records of Kern County, CaliforniaCA-002-001-EDate:
    
    April 3, 1999Lessor:
    
    Kay M. Michael and Charlene Michael, Trustees of the Kay and Charlene Michael Trust dated 08/19/1991Lessee:
    
    West Best Resources, Ltd.Recorded:
    
    January 28, 2000 as Document #0200010975, Official Records of Kern County, California
  Page 1




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##### 



CA-002-002-ADate:
    
    April 12, 1999Lessor:
    
    James R. Goulding, as an Heir and Devisee of the Estate of Blanche E. Clements, deceased, who acquired title as
Blanche M. GriggsLessee:
    
    West Best Resources, Ltd.Recorded:
    
    January 28, 2000 as Document #0200010976, Official Records of Kern County, CaliforniaCA-002-002-BDate:
    
    December 10, 1999Lessor:
    
    Jennifer E. Trueman, as an Heir and Devisee of the Estate of Blanche E. Clements, deceased, who acquired title as
Blanche M. GriggsLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    November 2, 2000 as Document #0200140253, Official Records of Kern County, CaliforniaCA-002-002-CDate:
    
    January 25, 2000Lessor:
    
    Richard Rey Garriott, aka Richard Rae Garriott, Nancy Jeanne Hill, Melodie Mary GarriottLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    November 2, 2000 as Document #0200140252, Official Records of Kern County, CaliforniaCA-002-002-DDate:
    
    May 15, 2000Lessor:
    
    Gail D. Bradley, aka Gail D. Watkins, as an Heir and Devisee of the Estate of Anna G. Reid, deceasedLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    July 17, 2000 as Document #0200085752, Official Records of Kern County, CaliforniaCA-002-002-FDate:
    
    March 8, 2007Lessor:
    
    Lucille Toscano, Successor Trustee of the Lucille Toscano and Bernadine N. Lake Revocable Trust of 09/14/1999Lessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    April 18, 2007, as Document #0207083910, Official Records of Kern County, CaliforniaCA-002-003-ADate:
    
    April 11, 1999Lessor:
    
    Marcelina G. WeathersLessee:
    
    West Best Resources, Ltd.Recorded:
    
    January 28, 2000 as Document #0200010977, Official Records of Kern County, California
  Page 2




---



##### 



CA-002-005-ADate:
    
    April 13, 2000Lessor:
    
    James Monk WellsLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    June 16, 2000 as Document #0200072804, Official Records of Kern County, CaliforniaCA-002-005-BDate:
    
    April 13, 2000Lessor:
    
    Murray Hyman WellsLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    June 16, 2000 as Document #0200072803, Official Records of Kern County, CaliforniaCA-002-005-CDate:
    
    April 13, 2000Lessor:
    
    Martha Marie Higgins, as an Heir and Devisee of the Estate of Francesce Marie Carpenter, who acquired title as
Francesce Marie Conway, deceasedLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    June 16, 2000 as Document #0200072802, Official Records of Kern County, CaliforniaCA-002-005-DDate:
    
    April 13, 2000Lessor:
    
    Kathleen J. Jesch, as an Heir and Devisee of the Estate of Francesce Marie Carpenter, who acquired title as
Francesce Marie Conway, deceasedLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    June 16, 2000 as Document #0200072801, Official Records of Kern County, CaliforniaCA-002-005-EDate:
    
    April 13, 2000Lessor:
    
    Kingsley W. MillerLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    June 16, 2000 as Document #0200072800, Official Records of Kern County, CaliforniaCA-002-005-FDate:
    
    June 6, 2000Lessor:
    
    Martha Marie Higgins as an Heir and Devisee of the Estate of Francesce Marie Carpenter, who acquired title as
Francesce Marie Conway, deceased, an Heir and Devisee of the Estate of Thelma E. Keil, who acquired title as
Thelma Elizabeth Wells, deceasedLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    November 2, 2000 as Document #0200140244, Official Records of Kern County, California
  Page 3




---



##### 



CA-002-005-GDate:
    
    June 6, 2000Lessor:
    
    Kathleen J. Jesch, as an Heir and Devisee of the Estate of
Francesce Marie Carpenter, who acquired title as Francesce
Marie Conway, deceased, an Heir and Devisee of the Estate of
Thelma E. Keil, who acquired title as Thelma Elizabeth Wells,
deceasedLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporationRecorded:
    
    November 2, 2000 as Document #0200140245, Official Records of
Kern County, CaliforniaCA-002-005-HDate:
    
    June 6, 2000Lessor:
    
    Joseph Ziemann, Administrator of the Estate of Kingsley H.
Wells, deceased and Joseph Ziemann, Administrator of the
Estate of Kingsley H. Wells, deceased, an Heir and Devisee of
the Estate of Thelma E. Keil, who acquired title as Thelma
Elizabeth Wells, deceasedLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporationRecorded:
    
    November 2, 2000 as Document #0200140246, Official Records of
Kern County, CaliforniaCA-002-006-BDate:
    
    June 16, 2000Lessor:
    
    Janice Acres, as an Heir and Devisee of the Estate of
Christine A. Fletcher, deceased, who acquired title as
Christine A. BorradoriLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporationRecorded:
    
    November 2, 2000 as Document #0200140247, Official Records of
Kern County, CaliforniaCA-002-006-CDate:
    
    June 16, 2000Lessor:
    
    Wayne Acres, as an Heir and Devisee of the Estate of Garvel
Acres, deceased, an Heir and Devisee of the Estate of
Christine A. Fletcher, deceased, who acquired title as
Christine A. BorradoriLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporationRecorded:
    
    November 2, 2000 as Document #0200140248, Official Records of
Kern County, CaliforniaCA-002-006-DDate:
    
    June 16, 2000Lessor:
    
    David Acres, as an Heir and Devisee of the Estate of Garvel
Acres, deceased, an Heir and Devisee of the Estate of
Christine A. Fletcher, deceased, who acquired title as
Christine A. BorradoriLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporationRecorded:
    
    November 2, 2000 as Document #0200140249, Official Records of
Kern County, California
  Page 4




---



##### 



CA-002-008-ADate:
    
    November 1, 1993Lessor:
    
    Shell Western E&P Inc.Lessee:
    
    J. P. Oil Company, Inc.Recorded:
    
    December 20, 1993 as Book 6963 Page1790, Official Records of Kern County, CaliforniaCA-002-010-ADate:
    
    June 1, 2001Lessor:
    
    United States of America, CACA 42931Lessee:
    
    Ivanhoe Energy Inc.Recorded:
    
    Not recordedCA-002-011-ADate:
    
    December 28, 2005Lessor:
    
    Transamerica Minerals CompanyLessee:
    
    Aera Energy LLC and Ivanhoe Energy (USA) Inc. dbaUSA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    February 13, 2006, as Document #0206036027, Official Records of Kern County, CaliforniaCA-003-001-ADate:
    
    March 9, 1999Lessor:
    
    Harold Clifton, et al, Trustees of the Fern Jeppi Marital TrustLessee:
    
    West Best Resources Ltd.Recorded:
    
    April 1, 1999 as Document #0199046935, Official Records of Kern County, CaliforniaCA-003-001-BDate:
    
    March 29, 1999Lessor:
    
    Ivan Miller Thor, et ux, Trustees of the Ivan Miller Thor and Joan R. Thor Living Trust dated 12/18/91Lessee:
    
    West Best Resources Ltd.Recorded:
    
    May 17, 1999 as Document #0199070134, Official Records of Kern County, CaliforniaCA-003-001-CDate:
    
    April 11, 2000Lessor:
    
    The Board of Trustees of the Leland Stanford Jr. University, Trustee U/W of Roy H. Anderson known as the R.H.
Anderson Memorial FundLessee:
    
    Fuller Oil CompanyRecorded:
    
    September 11, 2000 as Document #0200113190, Official Records of Kern County, CaliforniaCA-003-001-DDate:
    
    March 16, 2000Lessor:
    
    Deborah Lee GarnerLessee:
    
    Fuller Oil CompanyRecorded:
    
    September 11, 2000 as Document #0200113189, Official Records of Kern County, California
  Page 5




---



##### 



CA-003-001-EDate:
    
    April 26, 2000Lessor:
    
    Terry M. KeyesLessee:
    
    Fuller Oil CompanyRecorded:
    
    September 11, 2000 as Document #0200113192, Official Records
of Kern County, CaliforniaCA-003-001-FDate:
    
    April 26, 2000Lessor:
    
    Lawrence James MailliardLessee:
    
    Fuller Oil CompanyRecorded:
    
    September 11, 2000 as Document #0200113191, Official Records
of Kern County, CaliforniaCA-003-001-GDate:
    
    May 4, 2000Lessor:
    
    Sandra MaillliardLessee:
    
    Fuller Oil CompanyRecorded:
    
    September 11, 2000 as Document #0200113194, Official Records
of Kern County, CaliforniaCA-003-001-HDate:
    
    April 26, 2000Lessor:
    
    Sheryl KammererLessee:
    
    Fuller Oil CompanyRecorded:
    
    September 11, 2000 as Document #0200113193, Official Records
of Kern County, CaliforniaCA-003-001-IDate:
    
    May 25, 2000Lessor:
    
    Kate M. AyresLessee:
    
    Fuller Oil CompanyRecorded:
    
    September 11, 2000 as Document #0200113196, Official Records
of Kern County, CaliforniaCA-003-001-JDate:
    
    June 1, 2000Lessor:
    
    April May-KulpLessee:
    
    Fuller Oil CompanyRecorded:
    
    September 11, 2000 as Document #0200113199, Official Records
of Kern County, CaliforniaCA-003-001-KDate:
    
    May 10, 2000Lessor:
    
    Carrie Dee LivingstonLessee:
    
    Fuller Oil CompanyRecorded:
    
    September 11, 2000 as Document #0200113195, Official Records
of Kern County, California
  Page 6




---



##### 



CA-003-001-LDate:
    
    May 23, 2000Lessor:
    
    Danny MayLessee:
    
    Fuller Oil CompanyRecorded:
    
    September 11, 2000 as Document #0200113197, Official Records of Kern County, CaliforniaCA-003-001-MDate:
    
    May 17, 2000Lessor:
    
    Raymond Scott WeringerLessee:
    
    Fuller Oil CompanyRecorded:
    
    September 11, 2000 as Document #0200113198, Official Records of Kern County, CaliforniaCA-003-001-NDate:
    
    June 12, 2000Lessor:
    
    Angela N. SextonLessee:
    
    Fuller Oil CompanyRecorded:
    
    September 11, 2000 as Document #0200113202, Official Records of Kern County, CaliforniaCA-003-001-QDate:
    
    July 14, 2000Lessor:
    
    David L. BeattyLessee:
    
    Fuller Oil CompanyRecorded:
    
    September 11, 2000 as Document #0200113188, Official Records of Kern County, CaliforniaCA-003-001-RDate:
    
    July 10, 2000Lessor:
    
    John W. Beatty, Jr.Lessee:
    
    Fuller Oil CompanyRecorded:
    
    September 11, 2000 as Document #02001132303, Official Records of Kern County, CaliforniaCA-003-001-SDate:
    
    August 22, 2000Lessor:
    
    Chauncey Van SicklenLessee:
    
    Fuller Oil CompanyRecorded:
    
    December 5, 2000 as Document #0200155192, Official Records of Kern County, CaliforniaCA-003-001-TDate:
    
    September 11, 2000Lessor:
    
    Edith Ann Van SicklenLessee:
    
    Fuller Oil CompanyRecorded:
    
    December 5, 2000 as Document #0200155193, Official Records of Kern County, California
  Page 7




---



##### 



CA-003-001-UDate:
    
    January 1, 2001Lessor:
    
    Aera Energy LLCLessee:
    
    Ivanhoe Energy (USA) Inc.Recorded:
    
    February 23, 2001 as Document #0201023844, Official Records of Kern County, CaliforniaCA-003-001-WDate:
    
    February 1, 2001Lessor:
    
    The Board of Trustees of the Leland Stanford Jr. University, Trustee U/W of E.K. Potter aka Elbert King Potter.Lessee:
    
    Fuller Oil CompanyRecorded:
    
    September 20, 2001 as Document #0201138236, Official Records of Kern County, CaliforniaCA-003-001-XDate:
    
    April 1, 2001Lessor:
    
    Bank of America, N.A., Trustee of the Elizabeth F. Potter TrustLessee:
    
    Ivanhoe Energy (USA) Inc.Recorded:
    
    May 9, 2001 as Document #0201063589, Official Records of Kern County, CaliforniaCA-003-001-BBDate:
    
    January 11, 1999Lessor:
    
    Wallena JenningsLessee:
    
    Armstrong Resources, LLCRecorded:
    
    March 16, 1999 as Document #0199037429, Official Records of Kern County, CaliforniaCA-003-001-CCDate:
    
    February 5, 1999Lessor:
    
    Elizabeth L. WolfenspergerLessee:
    
    Armstrong Resources, LLCRecorded:
    
    April 20, 1999 as Document #0199056057, Official Records of Kern County, CaliforniaCA-003-001-DDDate:
    
    February 2, 1999Lessor:
    
    David P. WolfenspergerLessee:
    
    Armstrong Resources, LLCRecorded:
    
    April 20, 1999 as Document #0199056055, Official Records of Kern County, CaliforniaCA-003-001-EEDate:
    
    February 5, 1999Lessor:
    
    Dorothy Q. WolfenspergerLessee:
    
    Armstrong Resources, LLCRecorded:
    
    April 20, 1999 as Document #0199056056, Official Records of Kern County, California
  Page 8




---



##### 



CA-003-001-FFDate:
    
    March 24, 1999Lessor:
    
    Ann B. WarrenLessee:
    
    Armstrong Resources, LLCRecorded:
    
    April 20, 1999 as Document #0199056058, Official Records of
Kern County, CaliforniaCA-003-001-GGDate:
    
    May 28, 1999Lessor:
    
    Dorothy Lyman BeattyLessee:
    
    Armstrong Resources, LLCRecorded:
    
    July 21, 1999 as Document #0199104241, Official Records of
Kern County, CaliforniaCA-003-001-HHDate:
    
    April 8, 2004Lessor:
    
    C. H. BellLessee:
    
    Ivanhoe Energy (USA), Inc.Recorded:
    
    April 19, 2004 as Document #0204087122, Official Records of
Kern County, CaliforniaCA-006-001-ADate:
    
    June 1, 2000Lessor:
    
    Aera Energy LLCLessee:
    
    Ivanhoe Energy (USA), Inc.Recorded:
    
    June 21, 2000 as Document #0200075021, Official Records of
Kern County, CaliforniaIvanhoe CA-006-002-ADate:
    
    June 1, 2000Lessor:
    
    Aera Energy LLCLessee:
    
    Ivanhoe Energy (USA), Inc.Recorded:
    
    June 21, 2000 as Document #0200075022, Official Records of
Kern County, CaliforniaCA-006-008-ADate:
    
    June 1, 2000Lessor:
    
    Aera Energy LLCLessee:
    
    Holmes Western Oil CorporationRecorded:
    
    June 12, 2000 as Document #0200070084, Official Records of
Kern County, California
  Page 9




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##### 



CA-006-012-ADate:
    
    September 25, 2003Lessor:
    
    Tricor Energy, LLC; Charles Alan Dobie; Billy Ray Oliver; Leslie Register aka Leslie Alma Register; Alison S.
Register; John S. Rosekrans; Peter R. Rosekrans; Kathleen de Bretteville Rosekrans; Alolph S. Rosekrans, Jr.; John
Rosekrans Runnymede Trust FBO Georgette N. Rosekrans; Trust FBO Adolph S. Rosekrans; Trust FBO Charles S.
Rosekrans; Kathleen Gable Trust; John Clark Gable Trust; Joan de Bretteville Spreckles Trust;Lessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    February 19, 2004 as Document #0204036997, Official Records of Kern County, CaliforniaCA-006-013-ADate:
    
    Nov 1, 1978Lessor:
    
    United States of America, CA-4978Lessee:
    
    Sun Oil CompanyRecorded:
    
    Not recordedCA-006-014-ADate:
    
    April 7, 2008Lessor:
    
    Mark Browder, Trustee of the Jerald Leland Browder Irrevocable TrustLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    May 1, 2008 as Document #0208068505, Official Records of Kern County, CaliforniaCA-008-003-ADate:
    
    August 23, 2000Lessor:
    
    Gere CriderLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    November 21, 2000 as Document #0200149474, Official Records of Kern County, CaliforniaCA-008-003-CDate:
    
    September 18, 2000Lessor:
    
    Betty L. Poe, Trustee U/T/A Betty L. Roy dated November 3, 1986Lessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    November 21, 2000 as Document #0200149484, Official Records of Kern County, CaliforniaCA-008-003-DDate:
    
    September 18, 2000Lessor:
    
    William N. Mitchell, Executor of the Estate of Louise Willson, deceasedLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    November 21, 2000 as Document #0200149485, Official Records of Kern County, California
  Page 10




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##### 



CA-008-003-EDate:
    
    September 18, 2000Lessor:
    
    Virginia BennettLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    December 12, 2000 as Document #0200158138, Official Records of Kern County, CaliforniaCA-008-003-FDate:
    
    May 5, 2001Lessor:
    
    Frances E. Nordin, as Trustee of the Walter R. Nordin and Frances E. Nordin Trust dated November 1, 1994Lessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    June 4, 2001 as Document #0201076612, Official Records of Kern County, CaliforniaCA-008-003-GDate:
    
    May 14, 2002Lessor:
    
    Frances E. Nordin, as Trustee of the Walter R. Nordin and Frances E. Nordin Trust, dated November 1, 1994Lessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    July 12, 2002 as Document #0202110908, Official Records of Kern County, CaliforniaCA-008-003-HDate:
    
    May 14, 2002Lessor:
    
    Frank W. Clark, Jr.Lessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    July 12, 2002 as Document #0202110909, Official Records of Kern County, CaliforniaCA-008-003-IDate:
    
    May 14, 2002Lessor:
    
    David McFaddin and Cynthia L. McFaddinLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    July 12, 2002 as Document #0202110910, Official Records of Kern County, CaliforniaCA-008-003-JDate:
    
    June 14, 2002Lessor:
    
    Howard S. Ramsden, Donald L. Houchin and Norma L. Turman, as Trustees under Declaration of Trust dated June 14,
1994, known as the Houchin Family TrustLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    August 23, 2002 as Document #0202138420, Official Records of Kern County, California
  Page 11




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##### 



CA-008-004-ADate:
    
    September 4, 2000Lessor:
    
    Alma Investment CompanyLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    November 11, 2000 as Document #0200149475, Official Records of Kern County, CaliforniaCA-008-004-BDate:
    
    April 13, 2006Lessor:
    
    G & R PropertiesLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    May 26, 2006 as Document #0206130689, Official Records of Kern County, CaliforniaCA-008-007-ADate:
    
    April 11, 2001Lessor:
    
    Camille B. GavinLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    May 9, 2001 as Document #0201063588, Official Records of Kern County, CaliforniaCA-008-008-ADate:
    
    April 17, 2001Lessor:
    
    Charline S. Devin, who acquired title as Charline Talbot BrownLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    May 9, 2001 as Document #0201063587, Official Records of Kern County, CaliforniaCA-008-008-BDate:
    
    April 17, 2001Lessor:
    
    Robert S. AndrewsLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    June 4, 2001 as Document #0201076611, Official Records of Kern County, CaliforniaCA-008-008-CDate:
    
    April 11, 2001Lessor:
    
    William Wickliffe, also known as William Allen WickliffeLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    June 4, 2001 as Document #0201076610, Official Records of Kern County, California
  Page 12




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##### 



CA-008-008-DDate:
    
    May 25, 2001Lessor:
    
    Martha Clare WinterLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    July 24, 2001 as Document #0201103460, Official Records of Kern County, CaliforniaCA-008-008-EDate:
    
    July 10, 2002Lessor:
    
    John D. Upp and Jane C. Upp, Trustees, Upp Trust dated March 7, 1990Lessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    August 23, 2002 as Document #0202138419, Official Records of Kern County, CaliforniaCA-008-008-FDate:
    
    October 1, 2002Lessor:
    
    B&N Minerals PartnershipLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    January 28, 2003 as Document #0203015642, Official Records of Kern County, CaliforniaCA-008-009-ADate:
    
    May 11, 2001Lessor:
    
    Barbara H. Spork, as Trustee under the Barbara H. Spork Living Trust dated November 2, 1999Lessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    June 4, 2001, as Document #0201076609, Official Records of Kern County, CaliforniaCA-008-010-ADate:
    
    July 29, 2002Lessor:
    
    Mary B. LeTourneau, Incumbent TTEE FBO Mary B. LeTourneau UTD dated June 24, 1996Lessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    September 9, 2002 as Document #0202148841, Official Records of Kern County, CaliforniaCA-008-010-BDate:
    
    October 14, 2004Lessor:
    
    John Hovannisian & Sons Family Limited PartnershipLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    January 31, 2005 as Document #0205023337, Official Records of Kern County, California
  Page 13




---



##### 



CA-008-011-ADate:
    
    June 11, 2001Lessor:
    
    Donald W. Rushton and Peggy Ann Parker, Trustees of the Rushton and Parker Family Trust U/D/T September 9, 1997Lessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    August 6, 2001 as Document #0201110433, Official Records of Kern County, CaliforniaCA-008-015-ADate:
    
    May 22, 2002Lessor:
    
    Frank R. Grannis, Trustee of the Grannis Family Trust dated December 18, 1974Lessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    July 12, 2002 as Document #0202110911, Official Records of Kern County, CaliforniaCA-008-015-BDate:
    
    June 5, 2002Lessor:
    
    Layne Powell and Matthew Powell, Co-Trustees of the Gladys M. Stramler Trust (created by a Declaration of Trust
dated August 6, 1993)Lessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    August 12, 2002 as Counterpart A as Document #0202131385, and Counterpart B as Document #0202131384, Official
Records of Kern County, CaliforniaCA-008-015-CDate:
    
    July 22, 2002Lessor:
    
    San Raphael Fruits CorporationLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    October 30, 2002 as Document #0202182627, Official Records of Kern County, CaliforniaCA-008-016-ADate:
    
    May 14, 2002Lessor:
    
    Lon V. Smith FoundationLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    July 12, 2002 as Document #0202110912, Official Records of Kern County, CaliforniaCA-008-016-BDate:
    
    May 17, 2002Lessor:
    
    Sylvia M. ShorterLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    July 12, 2002 as Document #0202110913, Official Records of Kern County, California
  Page 14




---



##### 



CA-008-016-CDate:
    
    May 17, 2002Lessor:
    
    Douglas M. McVickerLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporationRecorded:
    
    July 12, 2002 as Document #0202110914, Official Records of
Kern County, CaliforniaCA-008-016-DDate:
    
    May 17, 2002Lessor:
    
    William M. McVicker, Jr.Lessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporationRecorded:
    
    July 12, 2002 as Document #0202110915, Official Records of
Kern County, CaliforniaCA-008-016-EDate:
    
    May 28, 2002Lessor:
    
    Leland Stanford Junior University, as Trustee of the
Testamentary Trust under the Last Will and Testament of R. H
Anderson, deceasedLessee: 
Recorded:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporation 
August 23, 2002 as Document #0202138422, Official Records of
Kern County, CaliforniaCA-008-017-ADate:
    
    July 26, 2002Lessor:
    
    Bloemer Estate, FLPLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporationRecorded:
    
    September 9, 2002 as Document #0202148842, Official Records
of Kern County, CaliforniaCA-008-018-ADate:
    
    July 29, 2002Lessor:
    
    William A. Gould, Jr., sole Heir and Devisee of the Estate of
Mildred A. Gould, deceasedLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporationRecorded:
    
    September 9, 2002 as Document #0202148843, Official Records
of Kern County, CaliforniaCA-008-019-ADate:
    
    August 8, 2002Lessor:
    
    Robert S. AndrewsLessee: 
Recorded:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporation 
September 9, 2002 as Document #0202148844, Official Records
of Kern County, California
  Page 15




---



##### 



CA-008-020-ADate:
    
    August 22, 2002Lessor:
    
    Alma Investment CompanyLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporationRecorded:
    
    September 9, 2002 as Document #0202148845, Official Records
of Kern County, CaliforniaCA-008-021-ADate:
    
    May 20, 2002Lessor:
    
    Ann Van Norden McDuffie, as sole Heir and Devisee of the
Estate of Mrs. Max L. Van Norden, deceasedLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporationRecorded:
    
    October 21, 2002 as Document #0202176596, Official Records of
Kern County, CaliforniaCA-008-022-ADate:
    
    September 13, 2002Lessor:
    
    Cecil Dyer Briscoe and Rodene Adelle Briscoe, Trustees of the
Briscoe Living Trust dated March 25, 1992Lessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporationRecorded:
    
    October 21, 2002 as Document #0202176597, Official Records of
Kern County, CaliforniaCA-008-022-BDate:
    
    August 27, 2002Lessor:
    
    Marcia M. FerrisLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporationRecorded:
    
    October 21, 2002 as Document #0202176598, Official Records of
Kern County, CaliforniaCA-008-022-DDate:
    
    September 13, 2002Lessor:
    
    James P. Sears, and James P. Sears and Doris J. Sears,
Trustees of the Sears Revocable Living Trust #62891 dated
June 28, 1991Lessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporationRecorded:
    
    October 30, 2002 as Document #0202182628, Official Records of
Kern County, CaliforniaCA-008-022-EDate:
    
    October 10, 2002Lessor:
    
    Jeffrey G. BrittanLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporationRecorded:
    
    December 2, 2002, as Document #0202202504, Official Records
of Kern County, California
  Page 16




---



##### 



CA-008-022-FDate:
    
    October 10, 2002Lessor:
    
    Gregory A. BrittanLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporationRecorded:
    
    December 2, 2002, as Document #0202202505, Official Records
of Kern County, CaliforniaCA-008-023-ADate:
    
    August 8, 2002Lessor:
    
    James Mason Doane aka James M. DoaneLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporationRecorded:
    
    October 30, 2002 as Document #0202182634, Official Records of
Kern County, CaliforniaCA-008-023-BDate:
    
    August 16, 2002Lessor:
    
    Sandra M. RockLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporationRecorded:
    
    October 30, 2002 as Document #0202182635, Official Records of
Kern County, CaliforniaCA-008-023-CDate:
    
    August 16, 2002Lessor:
    
    Robert S. Hunter, IIILessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporationRecorded:
    
    October 30, 2002 as Document #0202182636, Official Records of
Kern County, CaliforniaCA-008-023-DDate:
    
    August 20, 2004Lessor:
    
    Margaret E. Keegan RodriguezLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporationRecorded:
    
    December 20, 2004 as Document #0204314024, Official Records
of Kern County, CaliforniaCA-008-023-EDate:
    
    August 20, 2004Lessor:
    
    Joan M. Keegan BoyceLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporationRecorded:
    
    December 20, 2004 as Document #0204314025, Official Records
of Kern County, California
  Page 17




---



##### 



CA-008-023-FDate:
    
    August 20, 2004Lessor:
    
    John E. Keegan, Jr., Co-Trustee of The John Edward Keegan
Trust Agreement dated February 5, 1991 and John E. Keegan,
Jr.Lessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporationRecorded:
    
    January 10, 2005 as Document #0205005777, Official Records of
Kern County, California as Counterpart ACA-008-023-GDate:
    
    August 20, 2004Lessor:
    
    Timothy L. Keegan, Co-Trustee of The John Edward Keegan Trust
Agreement dated February 5, 1991 and Timothy L. KeeganLessee: 
Recorded:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporation
January 10, 2005 as Document #0205005777, Official Records of
Kern County, California as Counterpart BCA-008-023-HDate:
    
    August 20, 2004Lessor:
    
    Thomas P. KeeganLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporationRecorded:
    
    April 18, 2005 as Document #0205096190, Official Records of
Kern County, CaliforniaCA-008-024-ADate:
    
    August 16, 2002Lessor:
    
    Lance BoswellLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporationRecorded:
    
    October 30, 2002 as Document #0202182629, Official Records of
Kern County, CaliforniaCA-008-025-ADate:
    
    September 13, 2002Lessor:
    
    Loraine Bills HahnLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporationRecorded:
    
    October 30, 2002 as Document #0202182630, Official Records of
Kern County, CaliforniaCA-008-026-ADate:
    
    September 13, 2002Lessor:
    
    Louise GiffordLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporationRecorded:
    
    October 30, 2002 as Document #0202182631, Official Records of
Kern County, California
  Page 18




---



##### 



CA-008-026-BDate:
    
    September 13, 2002Lessor:
    
    Carol SimonLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporationRecorded:
    
    October 30, 2002 as Document #0202182632, Official Records of
Kern County, CaliforniaCA-008-026-CDate:
    
    September 13, 2002Lessor:
    
    Norma E. WadeLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporationRecorded:
    
    November 12, 2002, as Document #0202190789, Official Records
of Kern County, CaliforniaCA-008-027-ADate:
    
    September 17, 2002Lessor:
    
    David Alexander VailleLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporationRecorded:
    
    November 12, 2002, as Document #0202190787, Official Records
of Kern County, CaliforniaCA-008-028-ADate:
    
    September 3, 2002Lessor:
    
    LeBon G. Abercrombie, as Trustee under that Trust Agreement
dated December 14, 1977, known as the Esperanza TrustLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporationRecorded:
    
    November 12, 2002, as Document #0202190788, Official Records
of Kern County, CaliforniaCA-008-028-BDate:
    
    October 1, 2002Lessor:
    
    Cameron Miller, Esq., as Successor Trustee under the Will of
Charles Cohn, deceasedLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporationRecorded:
    
    November 12, 2002, as Document #0202190785, Official Records
of Kern County, CaliforniaCA-008-030-ADate:
    
    July 28, 2003 but effective August 15, 2003Lessor:
    
    California Minerals, L.P.Lessee:
    
    Ivanhoe Energy (USA) Inc.Recorded:
    
    September 16, 2003, as Document #0203196518, Official Records
of Kern County, California
  Page 19




---



##### 



CA-008-031-ADate:
    
    May 5, 2005, effective May 24, 2005Lessor:
    
    California Minerals, L.P.Lessee:
    
    Ivanhoe Energy (USA) Inc.Recorded:
    
    June 29, 2005, as Document #0205167952, Official Records of
Kern County, CaliforniaCA-008-032-ADate:
    
    December 1, 2005Lessor:
    
    Aera Energy LLCLessee:
    
    Ivanhoe Energy (USA) Inc.Recorded:
    
    January 17, 2006, as Document #0206011680, Official Records
of Kern County, CaliforniaCA-008-033-ADate:
    
    January 9, 2006Lessor:
    
    Angus D. Crites, IILessee:
    
    Ivanhoe Energy (USA) Inc.Recorded:
    
    March 1, 2006 as Document #0206050328, Official Records of
Kern County, CaliforniaCA-008-034-ADate:
    
    March 13, 2006Lessor:
    
    Lewis W. Isaak and Phyllis A. Isaak, as Trustees of The Isaak
Family Trust of 1991 Created by a Declaration of Trust dated
September 5, 1991Lessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporationRecorded:
    
    May 2, 2006 as Document #0206108237, Official Records of Kern
County, CaliforniaCA-008-035-ADate:
    
    April 1, 2006Lessor:
    
    Aera Energy LLCLessee:
    
    Ivanhoe Energy (USA) Inc.Recorded:
    
    June 9, 2006 as Document #0206142233, Official Records of
Kern County, CaliforniaCA-008-036-ADate:
    
    May 9, 2006Lessor:
    
    Salome T. Crane, Trustee of the P.J. and S.T. Crane Family
Trust, Established by Declaration of Trust dated October 8,
1993Lessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporationRecorded:
    
    July 17, 2006 as Document #0206172667, Official Records of
Kern County, California
  Page 20




---



##### 



CA-012-001-ADate:
    
    February 28, 2007Lessor:
    
    Robert W. Muxlow, Jr., Trustee of the Robert W. Muxlow, Jr.
1997 Revocable Living Trust; Robert W. Muxlow, Jr., Trustee
for the Benefit of William Nicholas Muxlow under the terms of
the Testamentary Trust created by the Will of Robert W.
Muxlow, Sr. dated October 22, 1979; Robert W. Muxlow, Jr.,
Trustee for the Benefit of Michael Gregory Muxlow under the
terms of the Testamentary Trust created by the Will of Robert
W. Muxlow, Sr. dated October 22, 1979; Robert W. Muxlow, Jr.,
Trustee for the Benefit of Christopher Robert Muxlow under
the terms of the Testamentary Trust created by the Will of
Robert W. Muxlow, Sr. dated October 22, 1979; Robert W.
Muxlow, Jr., Trustee for the Benefit of Denise Michele Muxlow
under the terms of the Testamentary Trust created by the Will
of Robert W. Muxlow, Sr. dated October 22, 1979; Robert W.
Muxlow, Jr., Trustee for the Benefit of Kathryn Elizabeth
Muxlow under the terms of the Testamentary Trust created by
the Will of Robert W. Muxlow, Sr. dated October 22, 1979Lessee:
    
    Aera Energy LLCRecorded:
    
    July 9, 2007 as Document #0207143154, Official Records of
Kern County, CaliforniaCA-012-002-ADate:
    
    July 1, 2007Lessor:
    
    Alfred Uihlein Elser, Jr.Lessee:
    
    Aera Energy LLCRecorded:
    
    June 4, 2008 as Document #0208088886, Official Records of
Kern County, CaliforniaCA-023-001-ADate:
    
    Otcober 1, 2007Lessor:
    
    Tri-Valley Oil & Gas CompanyLessee:
    
    Aera Energy LLCRecorded:
    
    October 19, 2007 as Document #0207211851, Official Records of
Kern County, CaliforniaCA-025-001-ADate:
    
    November 1, 2005Lessor:
    
    Fresno Kern AssociatesLessee:
    
    Aera Energy LLCRecorded:
    
    December 9, 2005 as Document #0205341919, Official Records of
Kern County, CaliforniaCA-025-002-ADate:
    
    January 17, 2006Lessor:
    
    Leo Oliver, Trustee of the Josephine Oliver TrustLessee:
    
    Aera Energy LLCRecorded:
    
    March 16, 2006 as Document #0206062932, Official Records of
Kern County, California
  Page 21




---



##### 



CA-025-003-ADate:
    
    June 5, 2006Lessor:
    
    Armstrong Resources, LLCLessee:
    
    Aera Energy LLCRecorded:
    
    June 23, 2006 as Document #0206154062, Official Records of Kern County, CaliforniaCA-025-004-ADate:
    
    June 29, 2006Lessor:
    
    Gere CriderLessee:
    
    Aera Energy LLCRecorded:
    
    July 21, 2006 as Document #0206178892, Official Records of Kern County, CaliforniaCA-025-004-BDate:
    
    May 21, 2007Lessor:
    
    Ann M. Rilcoff, Trustee of the Rilcoff Trust dated May 1, 1986Lessee:
    
    Aera Energy LLCRecorded:
    
    July 9, 2007 as Document #0207143155, Official Records of Kern County, CaliforniaCA-025-004-CDate:
    
    May 21, 2007Lessor:
    
    Betty L. Poe, Trustee U/T/A Betty L. Roy dated November 3, 1986Lessee:
    
    Aera Energy LLCRecorded:
    
    July 9, 2007 as Document #0207143156, Official Records of Kern County, CaliforniaCA-025-004-DDate:
    
    May 29, 2007Lessor:
    
    Selma L. Alschuler, who acquired title as Selma L. MorrisLessee:
    
    Aera Energy LLCRecorded:
    
    July 9, 2007 as Document #0207143157, Official Records of Kern County, CaliforniaCA-025-004-EDate:
    
    May 8, 2007Lessor:
    
    Virginia BennettLessee:
    
    Aera Energy LLCRecorded:
    
    July 9, 2007 as Document #0207143158, Official Records of Kern County, CaliforniaCA-025-004-FDate:
    
    August 8, 2007Lessor:
    
    Frances E. Nordin, Trustee of the Walter R. Nordin and Frances E. Nordin Trust, dated November 1, 1994Lessee:
    
    Aera Energy LLCRecorded:
    
    September 17, 2007 as Document #0207191708, Official Records of Kern County, California
  Page 22




---



##### 



CA-025-004-GDate:
    
    July 18, 2007Lessor:
    
    Frank W. Clark, Jr.Lessee:
    
    Aera Energy LLCRecorded:
    
    September 17, 2007 as Document #0207191709, Official Records of Kern County, CaliforniaCA-025-004-HDate:
    
    June 21, 2007Lessor:
    
    Howard S. Ramsden, Donald L. Houchin and Norma Turman, as Trustees U/D/T dated June 14, 1994, known as the
Houchin Family TrustLessee:
    
    Aera Energy LLCRecorded:
    
    September 17, 2007 as Document #0207191710, Official Records of Kern County, CaliforniaCA-025-004-IDate:
    
    August 24, 2007Lessor:
    
    William Mitchell, aka William N. MitchellLessee:
    
    Aera Energy LLCRecorded:
    
    December 4, 2007 as Document #0207238945, Official Records of Kern County, CaliforniaCA-025-005-ADate:
    
    July 20, 2006Lessor:
    
    Lorraine Luise Pollok Muir, fna Lorraine Luise PollokLessee:
    
    Aera Energy LLCRecorded:
    
    September 29, 2006 as Document #0206242616, Official Records of Kern County, CaliforniaCA-025-005-BDate:
    
    July 18, 2006Lessor:
    
    Donald Alan PollokLessee:
    
    Aera Energy LLCRecorded:
    
    September 29, 2006 as Document #0206242617, Official Records of Kern County, CaliforniaCA-025-005-CDate:
    
    July 24, 2006Lessor:
    
    Michael Bruce PollokLessee:
    
    Aera Energy LLCRecorded:
    
    September 29, 2006 as Document #0206242618, Official Records of Kern County, CaliforniaCA-025-006-ADate:
    
    January 1, 2005Lessor:
    
    United States of America, CACA-046595Lessee:
    
    Aera Energy LLCRecorded:
    
    Not Recorded
  Page 23




---



##### 



CA-025-007-ADate:
    
    June 25, 2007Lessor:
    
    William A. Dunkle, Trustee of the William A. Dunkle Revocable Trust dated August 15, 2002Lessee:
    
    Aera Energy LLCRecorded:
    
    September 17, 2007 as Document #0207191711, Official Records of Kern County, CaliforniaCA-025-008-ADate:
    
    September 19, 2007Lessor:
    
    Leticia May Gascoin-RuffieLessee:
    
    Aera Energy LLCRecorded:
    
    December 4, 2007 as Document #0207238944, Official Records of Kern County, CaliforniaCA-027-002-ADate:
    
    May 6, 2002Lessor:
    
    Oxy Resources California LLCLessee:
    
    Aera Energy LLCRecorded:
    
    June 14, 2002 as Document #0202094987, Official Records of Kern County, CaliforniaCA-027-003-ADate:
    
    May 6, 2002Lessor:
    
    Estate of J. D. Martin, deceasedLessee:
    
    Shell California Production Inc.Recorded:
    
    April 2, 1986 as Book 5859 Page 440, Official Records of Kern County, CaliforniaCA-027-004-ADate:
    
    April 17, 1999Lessor:
    
    William B. Anthony and Melissa C. AnthonyLessee:
    
    West Best Resources, LTD.Recorded:
    
    March 23, 2000, as Document #0200033927, Official Records of Kern County, CaliforniaCA-027-004-BDate:
    
    July 8, 1999Lessor:
    
    Jacqueline WilliamsLessee:
    
    West Best Resources, LTD.Recorded:
    
    March 23, 2000, as Document #0200033928, Official Records of Kern County, CaliforniaCA-027-004-CDate:
    
    April 12, 1999Lessor:
    
    Hope S. Kelly, Trustee of the H.S. Kelly Living Trust
dated May 24, 1996Lessee:
    
    West Best Resources, LTD.Recorded:
    
    March 23, 2000, as Document #0200033929, Official Records of Kern County, California
  Page 24




---



##### 



CA-027-005-ADate:
    
    April 17, 1999Lessor:
    
    William Baxter AnthonyLessee:
    
    West Best Resources, LTD.Recorded:
    
    March 23, 2000, as Document #0200033930, Official Records of Kern County, CaliforniaCA-027-006-ADate:
    
    June 5, 1999Lessor:
    
    Antoinette M. Guillory, who acquired title as Antoinette Marie ConnerLessee:
    
    West Best Resources, LTD.Recorded:
    
    March 23, 2000 as Document #0200033931, Official Records of Kern County, CaliforniaCA-027-006-BDate:
    
    August 26, 1999Lessor:
    
    Wellington Loh, Jr. and Victoria LohLessee:
    
    Ivanhoe Energy (USA) Inc.Recorded:
    
    March 23, 2000, as Document #0200033932, Official Records of Kern County, CaliforniaCA-027-007-ADate:
    
    May 12, 1999Lessor:
    
    Robert B. BuckLessee:
    
    West Best Resources, LTD.Recorded:
    
    March 23, 2000 as Document #0200033933, Official Records of Kern County, CaliforniaCA-027-008-ADate:
    
    April 1, 2004Lessor:
    
    Chevron U.S.A. Inc.Lessee:
    
    Aera Energy LLCRecorded:
    
    April 29, 2004 as Document #0204096648, Official Records of Kern County, CaliforniaCA-035-006-ADate:
    
    May 10, 2001Lessor:
    
    Ray Massoni & Marie Estelle Massoni, as Trustees of the Ray and Marie Massoni Family Trust dated July 24,1990Lessee:
    
    Hamar Associates, LLCRecorded:
    
    July 24, 2001 as Document #2001-0013084, Official Records of Sutter County, CaliforniaCA-035-007-ADate:
    
    May 10, 2001Lessor:
    
    Heidrick & McGinnis Properties, L.P. a California Limited Partnership, By Edith I. Heidrick and Gloria J.
McGinnis, Trustees of the Gloria J. McGinnis Trust, its General PartnerLessee:
    
    Hamar Associates, LLCRecorded:
    
    July 24, 2001 as Document #2001-0013093, Official Records of Sutter County, California
  Page 25




---



##### 



CA-035-008-BDate:
    
    March 12, 2001Lessor:
    
    John B, Gorin, Joseph P. Gorin, & Mary Amelia GorinLessee:
    
    Hamar Associates, LLCRecorded:
    
    July 24, 2001 as Document #2001-0013080, Official Records of Sutter County, CaliforniaCA-035-008-CDate:
    
    April 3, 2006Lessor:
    
    Carol D. Dougherty, Trustee of the William P. and Carol D. Dougherty Trust dated November 30, 1993Lessee:
    
    Ivanhoe Energy (USA) Inc.Recorded:
    
    April 26, 2006 as Document #2006-0010225, Official Records of Sutter County, CaliforniaCA-035-009-ADate:
    
    May 10, 2001Lessor:
    
    Jeffrey S. Norton, as Trustee of the Jeffrey S. Norton Revocable Trust dated April 8, 1996Lessee:
    
    Hamar Associates, LLCRecorded:
    
    July 24, 2001 as Document #2001-0013094, Official Records of Sutter County, CaliforniaCA-035-010-ADate:
    
    May 16, 2001Lessor:
    
    David L. Richter & Kimberly M. RichterLessee:
    
    Hamar Associates, LLCRecorded:
    
    July 24, 2001 as Document #2001-0013085, Official Records of Sutter County, CaliforniaCA-035-011-ADate:
    
    March 16, 2001Lessor:
    
    Bryan Fairlee and Marjorie Fairlee as Trustees of the Brian and Marjorie Fairlee Trust, dated October 21, 1986Lessee:
    
    Hamar Associates, LLCRecorded:
    
    July 24, 2001 as Document #2001-0013078, Official Records of Sutter County, CaliforniaCA-035-012-ADate:
    
    May 10, 2001Lessor:
    
    Doughtery BrothersLessee:
    
    Hamar Associates, LLCRecorded:
    
    July 24, 2001 as Document #2001-0013086, Official Records of Sutter County, CaliforniaCA-035-013-ADate:
    
    May 10, 2001Lessor:
    
    Joes Girls, by Joseph J. Schreiner and Cleo N. Schreiner as Trustees of the Restated Schreiner Family Trust dated
April 13,1989Lessee:
    
    Hamar Associates, LLCRecorded:
    
    July 24, 2001 as Document #2001-0013087, Official Records of Sutter County, California
  Page 26




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##### 



CA-035-014-ADate:
    
    June 11, 2001Lessor:
    
    Bernard Furlan and Sandra FurlanLessee:
    
    Hamar Associates, LLCRecorded:
    
    July 24, 2001 as Document #2001-0013099, Official Records of Sutter County, CaliforniaCA-035-018-ADate:
    
    April 30, 2001Lessor:
    
    Bryan Fairlee and Marjorie Fairlee as Trustees of the Brian and Marjorie Fairlee Trust, dated October 21, 1986 as
subsequently restated on April 27, 1993Lessee:
    
    Hamar Associates, LLCRecorded:
    
    July 24, 2001 as Document #2001-0013082, Official Records of Sutter County, CaliforniaCA-035-019-ADate:
    
    April 5, 2001Lessor:
    
    Fairlee Family Ranch, a California Limited PartnershipLessee:
    
    Hamar Associates, LLCRecorded:
    
    July 24, 2001 as Document #2001-0013083, Official Records of Sutter County, CaliforniaCA-035-021-ADate:
    
    May 16, 2001Lessor:
    
    Mark H. Richter, Marie P. Gogin, Jane Richter Rozof, John L. Richter, David Lee Richter, Marilee Marsh, Carol
Cunningham and Paula Susan CorniaLessee:
    
    Hamar Associates, LLCRecorded:
    
    July 24, 2001 as Document #2001-0013107, Official Records of Sutter County, CaliforniaCA-035-022-ADate:
    
    May 16, 2001Lessor:
    
    Henry D. Richter Jr. and Amelia Richter, Lee W. Richter and Mary Ruth RichterLessee:
    
    Hamar Associates, LLCRecorded:
    
    July 24, 2001 as Document #2001-0013091, Official Records of Sutter County, CaliforniaCA-035-023-ADate:
    
    September 19, 2001Lessor:
    
    Jane Shelley BennettLessee:
    
    Hamar Associates, LLCRecorded:
    
    October 18, 2001 as Document #2001-0019105, Official Records of Sutter County, California
  Page 27




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##### 



CA-035-023-BDate:
    
    September 7, 2001Lessor:
    
    Michael J. ShelleyLessee:
    
    Hamar Associates, LLCRecorded:
    
    October 18, 2001 as Document #2001-0019106, Official Records of Sutter County, CaliforniaCA-035-026-BDate:
    
    October 22, 2001Lessor:
    
    Richard Giusti and Sandra GiustiLessee:
    
    Hamar Associates, LLCRecorded:
    
    December 4, 2001 as Document #2001-0022242, Official Records of Sutter County, CaliforniaCA-035-026-CDate:
    
    October 15, 2001Lessor:
    
    Linda Guisti DelbarLessee:
    
    Hamar Associates, LLCRecorded:
    
    December 4, 2001 as Document #2001-0022243, Official Records of Sutter County, CaliforniaCA-035-027-ADate:
    
    May 16, 2001Lessor:
    
    Henry D. Richter Jr. and Amelia Richter, Lee W. Richter and Mary Ruth RichterLessee:
    
    Hamar Associates, LLCRecorded:
    
    July 24, 2001 as Document #2001-0013098, Official Records of Sutter County, CaliforniaCA-035-029-ADate:
    
    May 16, 2001Lessor:
    
    Henry D. Richter Jr. and Amelia Richter, Lee W. Richter and Mary Ruth RichterLessee:
    
    Hamar Associates, LLCRecorded:
    
    July 24, 2001 as Document #2001-0013095, Official Records of Sutter County, CaliforniaCA-035-030-ADate:
    
    June 1, 2001Lessor:
    
    Heidrick & McGinnis Properties, L.P. a California Limited Partnership, by Edith I. Heidrick and Gloria J.
McGinnis, Trustees of the Gloria J. McGinnis Trust, its General PartnerLessee:
    
    Hamar Associates, LLCRecorded:
    
    July 24, 2001 as Document #2001-0013092, Official Records of Sutter County, California
  Page 28




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##### 



CA-035-031-ADate:
    
    July 10, 2001Lessor:
    
    Bernard Furlan and Sandra FurlanLessee:
    
    Hamar Associates, LLCRecorded:
    
    August 21, 2001 as Document #2001-0015218, Official Records of Sutter County, CaliforniaCA-035-033-ADate:
    
    September 24, 2001Lessor:
    
    Ralph H. White, Jr. and Mildred L. White 1991 TrustLessee:
    
    Hamar Associates, LLCRecorded:
    
    October 18, 2001 as Document #2001-0019085, Official Records of Sutter County, CaliforniaCA-035-035-ADate:
    
    September 15, 2001Lessor:
    
    The Merle Anderson Revocable Living Trust, dated October 25, 1988Lessee:
    
    Hamar Associates, LLCRecorded:
    
    December 4, 2001 as Document #2001-0022244, Official Records of Sutter County, CaliforniaCA-035-036-ADate:
    
    August 21, 2001Lessor:
    
    Jane Osborne, as Trustee of the Jane Osborne Revocable Trust pursuant to that certain Amendment and Restatement of
Declaration of Trust dated June 29, 1999 and Anna C. Byrd, as Trustee of the Anna C. Byrd Trust under Declaration
of Trust dated October 1,1997Lessee:
    
    Hamar Associates, LLCRecorded:
    
    October 2, 2001 as Document #2001-0017833, Official Records of Sutter County, CaliforniaCA-035-039-ADate:
    
    July 26, 2001Lessor:
    
    The Wagener Bypass Trust dated October 6, 1979Lessee:
    
    Hamar Associates, LLCRecorded:
    
    October 2, 2001 as Document #2001-0017834, Official Records of Sutter County, CaliforniaCA-035-040-ADate:
    
    July 27, 2001Lessor:
    
    Tom E. Schwarzgruber, John C. Schwarzgruber, and Sue Ann SchwarzgruberLessee:
    
    Hamar Associates, LLCRecorded:
    
    October 2, 2001 as Document #2001-0017837 and as Document #2001-0017836 Official Records of Sutter County,
California
  Page 29




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##### 



CA-035-041-ADate:
    
    July 17, 2001Lessor:
    
    Edward Beall and Lou Ann BeallLessee:
    
    Hamar Associates, LLCRecorded:
    
    September 10, 2001 as Document #2001-0016440, Official Records of Sutter County, CaliforniaCA-035-042-ADate:
    
    July 17, 2001Lessor:
    
    Richard D. Huston and Nancy J. Huston, Trustees of the Huston Living Trust, dated June 11, 1991Lessee:
    
    Hamar Associates, LLCRecorded:
    
    August 21, 2001 as Document #2001-0015223, Official Records of Sutter County, CaliforniaCA-035-043-ADate:
    
    July 18, 2001Lessor:
    
    William P. Lockett and Jean B. Lockett 1998 Family Revocable TrustLessee:
    
    Hamar Associates, LLCRecorded:
    
    September 10, 2001 as Document #2001-0016442, Official Records of Sutter County, CaliforniaCA-035-044-ADate:
    
    July 26, 2001Lessor:
    
    Daniel P. Wagener, Trustee of the Daniel P. Wagener Childrens Trust dated June 28, 1978Lessee:
    
    Hamar Associates, LLCRecorded:
    
    October 2, 2001 as Document #2001-0017835, Official Records of Sutter County, CaliforniaCA-035-045-ADate:
    
    August 8, 2001Lessor:
    
    James H. Akin and Aldean Akin, Trustees of the Jim and Aldean Akin Family Trust dated December 4, 1999, James H.
Akin and Aldean Akin, James R. Akin, Susan E. Akin, Greg Abbott and Mary C. AkinLessee:
    
    Hamar Associates, LLCRecorded:
    
    January 9, 2002 as Document #2002-0000592, Official Records of Sutter County, CaliforniaCA-035-046-ADate:
    
    August 25, 2001Lessor:
    
    Holland Family RanchLessee:
    
    Hamar Associates, LLCRecorded:
    
    October 2, 2001 as Document #2001-0017838, Official Records of Sutter County, California
  Page 30




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##### 



CA-035-048-ADate:
    
    July 18, 2001Lessor:
    
    The Arthur C. and Mette K. James Family Revocable Trust, dated August 2, 1990Lessee:
    
    Hamar Associates, LLCRecorded:
    
    September 10, 2001 as Document #2001-0016443, Official Records of Sutter County, CaliforniaCA-035-049-ADate:
    
    July 17, 2001Lessor:
    
    The Giusti Family Residual TrustLessee:
    
    Hamar Associates, LLCRecorded:
    
    August 21, 2001 as Document #2001-0015215, Official Records of Sutter County, CaliforniaCA-035-050-ADate:
    
    July 17, 2001Lessor:
    
    The Giusti Family Marital TrustLessee:
    
    Hamar Associates, LLCRecorded:
    
    August 21, 2001 as Document #2001-0015216, Official Records of Sutter County, CaliforniaCA-035-051-ADate:
    
    July 17, 2001Lessor:
    
    Richard and Sandra Giusti Family TrustLessee:
    
    Hamar Associates, LLCRecorded:
    
    September 10, 2001 as Document #2001-0016437, Official Records of Sutter County, CaliforniaCA-035-052-ADate:
    
    August 26, 2001Lessor:
    
    Roberta M. Schreiner, Trustee under the Will of William L. Schreiner, deceased and Roberta M. SchreinerLessee:
    
    Hamar Associates, LLCRecorded:
    
    October 18, 2001 as Document #2001-0019112, Official Records of Sutter County, CaliforniaCA-035-053-ADate:
    
    August 26, 2001Lessor:
    
    Roberta M. Schreiner, Trustee under the Will of William L. Schreiner, deceased and Roberta M. SchreinerLessee:
    
    Hamar Associates, LLCRecorded:
    
    December 4, 2001 as Document #2001-0022248, Official Records of Sutter County, CaliforniaCA-035-054-ADate:
    
    July 11, 2001Lessor:
    
    Richter Bros., Inc.Lessee:
    
    Hamar Associates, LLCRecorded:
    
    September 10, 2001 as Document #2001-0016444, Official Records of Sutter County, California
  Page 31




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##### 



CA-035-055-ADate:
    
    July 20, 2001Lessor:
    
    Quad-H Ranches, Inc.Lessee:
    
    Hamar Associates, LLCRecorded:
    
    September 10, 2001 as Document #2001-0016436, Official Records of Sutter County, CaliforniaCA-035-056-ADate:
    
    July 16, 2001Lessor:
    
    The Emile and Simone Furlan Family Trust, dated June 6, 1996Lessee:
    
    Hamar Associates, LLCRecorded:
    
    August 21, 2001 as Document #2001-0015226, Official Records of Sutter County, CaliforniaCA-035-056-BDate:
    
    September 22, 2006Lessor:
    
    Kenneth L. Wallace, Trustee of the Kenneth L. Wallace Living Trust dated June 20, 2001Lessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    November 17, 2006 as Document #2006-0028271, Official Records of Sutter County, CaliforniaCA-035-057-ADate:
    
    July 24, 2001Lessor:
    
    The Restated Schreiner Family Trust, dated April 13, 1989Lessee:
    
    Hamar Associates, LLCRecorded:
    
    September 10, 2001 as Document #2001-0016445, Official Records of Sutter County, CaliforniaCA-035-058-ADate:
    
    August 20, 2001Lessor:
    
    John A. Driver and Clare M. Driver, Trustees of the John A. Driver and Clare M. Driver Family Revocable Trust
dated August 31, 1994Lessee:
    
    Hamar Associates, LLCRecorded:
    
    October 2, 2001 as Document #2001-0017839, Official Records of Sutter County, CaliforniaCA-035-059-ADate:
    
    July 17, 2001Lessor:
    
    Richard and Sandra Guisti Family TrustLessee:
    
    Hamar Associates, LLCRecorded:
    
    September 10, 2001 as Document #2001-0016435, Official Records of Sutter County, CaliforniaCA-035-060-ADate:
    
    August 8, 2001Lessor:
    
    Robert F. Stickel and Lorraine G. StickelLessee:
    
    Hamar Associates, LLCRecorded:
    
    October 2, 2001 as Document #2001-0017840, Official Records of Sutter County, California
  Page 32




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##### 



CA-035-061-ADate:
    
    July 17, 2001Lessor:
    
    Richard and Sandra Guisti Family TrustLessee:
    
    Hamar Associates, LLCRecorded:
    
    September 10, 2001 as Document #2001-0016446, Official Records of Sutter County, CaliforniaCA-035-063-ADate:
    
    July 25, 2001Lessor:
    
    Arnold Hoffart, as Successor Trustee of the Elizabeth Riehl and Suzanne Jones Remainder Trusts under the Adam J.
Richter Trust, Arnold Hoffart, as Successor Trustee of the Kimberly Barnett Remainder Trust under the Adam J.
Richter Trust, and Arnold Hoffart, as Successor Trustee of the Remainder Trust of Adam J. RichterLessee:
    
    Hamar Associates, LLCRecorded:
    
    September 10, 2001 as Document #2001-0016448, Official Records of Sutter County, CaliforniaCA-035-064-ADate:
    
    July 25, 2001Lessor:
    
    Arnold Hoffart, as Successor Trustee of the Kimberly Barnett Remainder Trust under the Adam J. Richter TrustLessee:
    
    Hamar Associates, LLCRecorded:
    
    September 10, 2001 as Document #2001-0016450, Official Records of Sutter County, CaliforniaCA-035-065-ADate:
    
    July 25, 2001Lessor:
    
    Arnold Hoffart, as Successor Trustee of the Elizabeth Riehl and Suzanne Jones Remainder Trusts under the Adam J.
Richter TrustLessee:
    
    Hamar Associates, LLCRecorded:
    
    September 10, 2001 as Document #2001-0016449, Official Records of Sutter County, CaliforniaCA-035-066-ADate:
    
    August 23, 2001Lessor:
    
    Henry D. Richter Jr. and Amelia Richter, Lee W. Richter and Mary Ruth RichterLessee:
    
    Hamar Associates, LLCRecorded:
    
    October 2, 2001 as Document #2001-0017841, Official Records of Sutter County, CaliforniaCA-035-067-ADate:
    
    August 23, 2001Lessor:
    
    Mark H. RichterLessee:
    
    Hamar Associates, LLCRecorded:
    
    October 2, 2001 as Document #2001-0017842, Official Records of Sutter County, California
  Page 33




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##### 



CA-035-068-ADate:
    
    August 23, 2001Lessor:
    
    Mary Ruth RichterLessee:
    
    Hamar Associates, LLCRecorded:
    
    October 2, 2001 as Document #2001-0017843, Official Records of Sutter County, CaliforniaCA-035-069-ADate:
    
    August 23, 2001Lessor:
    
    Amelia RichterLessee:
    
    Hamar Associates, LLCRecorded:
    
    October 2, 2001 as Document #2001-0017844, Official Records of Sutter County, CaliforniaCA-035-070-ADate:
    
    August 27, 2001Lessor:
    
    Henry D. Richter Jr. and Amelia Richter, Lee W. Richter and Mary Ruth Richter, Mark H. Richter and Susan E.
Richter, David Lee Richter and Kimberly RichterLessee:
    
    Hamar Associates, LLCRecorded:
    
    October 18, 2001 as Document #2001-0019113, Official Records of Sutter County, CaliforniaCA-035-071-ADate:
    
    August 23, 2001Lessor:
    
    Henry D. Richter Jr. and Amelia Richter, Lee W. Richter and Mary Ruth Richter, Caroline Persis Dixon Zlotnich and
Charles Leonard Dixon as Trustees of the Testamentary Trust of the Last Will and Testament of Helen Knox Dixon
also known as Helen Caroline Dixon, Deceased, filed in the Superior Court of the County of Santa Clara, CA Probate
Case No. 1-96-PR-137266, Marilyn Knox Larson, Carolyn Knox Green formally known as Carolyn KnoxLessee:
    
    Hamar Associates, LLCRecorded:
    
    October 18, 2001 as Document #2001-0019114, Official Records of Sutter County, CaliforniaCA-035-072-ADate:
    
    August 23, 2001Lessor:
    
    Henry D. Richter Jr. and Amelia Richter, Lee W. Richter and Mary Ruth RichterLessee:
    
    Hamar Associates, LLCRecorded:
    
    October 2, 2001 as Document #2001-0017845, Official Records of Sutter County, CaliforniaCA-035-073-ADate:
    
    August 30, 2001Lessor:
    
    Henry D. Richter Jr. and Amelia Richter, Lee W. Richter and Mary Ruth RichterLessee:
    
    Hamar Associates, LLCRecorded:
    
    November 16, 2001 as Document #2001-0021149, Official Records of Sutter County, California
  Page 34




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##### 



CA-035-075-ADate:
    
    July 24, 2001Lessor:
    
    The Restated Schreiner Family Trust, dated April 13, 1989Lessee:
    
    Hamar Associates, LLCRecorded:
    
    September 10, 2001 as Document #2001-0016452, Official Records of Sutter County, CaliforniaCA-035-076-ADate:
    
    August 15, 2001Lessor:
    
    Edward J. Shelley aka Edward John ShelleyLessee:
    
    Hamar Associates, LLCRecorded:
    
    October 2, 2001 as Document #2001-0017846, Official Records of Sutter County, CaliforniaCA-035-076-BDate:
    
    August 16, 2001Lessor:
    
    Michael J. ShelleyLessee:
    
    Hamar Associates, LLCRecorded:
    
    October 2, 2001 as Document #2001-0017847, Official Records of Sutter County, CaliforniaCA-035-077-ADate:
    
    September 19, 2001Lessor:
    
    Jane Shelley BennettLessee:
    
    Hamar Associates, LLCRecorded:
    
    October 18, 2001 as Document #2001-0019115, Official Records of Sutter County, CaliforniaCA-035-077-BDate:
    
    August 16, 2001Lessor:
    
    Michael J. ShelleyLessee:
    
    Hamar Associates, LLCRecorded:
    
    October 18, 2001 as Document #2001-0019116, Official Records of Sutter County, CaliforniaCA-035-078-ADate:
    
    August 23, 2001Lessor:
    
    Lela Driver, Trustee of the Lela Driver Revocable Living Trust under declaration of Trust dated July 15, 1991Lessee:
    
    Hamar Associates, LLCRecorded:
    
    October 2, 2001 as Document #2001-0017848, Official Records of Sutter County, CaliforniaCA-035-079-ADate:
    
    September 12, 2001Lessor:
    
    Roger L. Matteoli also known as Ruggiere Matteoli and Beverly MatteoliLessee:
    
    Hamar Associates, LLCRecorded:
    
    October 18, 2001 as Document #2001-0019117, Official Records of Sutter County, California
  Page 35




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##### 



CA-035-079-BDate:
    
    October 15, 2001Lessor:
    
    Marie MartinLessee:
    
    Hamar Associates, LLCRecorded:
    
    December 4, 2001 as Document #2001-0022251, Official Records of Sutter County, CaliforniaCA-035-080-ADate:
    
    August 20, 2001Lessor:
    
    Thomas Adney Butler And Janet Carolyn Butler 1995 Revocable TrustLessee:
    
    Hamar Associates, LLCRecorded:
    
    October 2, 2001 as Document #2001-0017851, Official Records of Sutter County, CaliforniaCA-035-081-ADate:
    
    August 23, 2001Lessor:
    
    Norma A. Giusti, as Trustee of the Guisti Family Marital TrustLessee:
    
    Hamar Associates, LLCRecorded:
    
    October 2, 2001 as Document #2001-0017852, Official Records of Sutter County, CaliforniaCA-035-081-BDate:
    
    August 26, 2001Lessor:
    
    Linda Guisti, also known as Linda Guisti DelbarLessee:
    
    Hamar Associates, LLCRecorded:
    
    October 2, 2001 as Document #2001-0017853, Official Records of Sutter County, CaliforniaCA-035-081-CDate:
    
    August 23, 2001Lessor:
    
    Richard Giusti and Sandra GiustiLessee:
    
    Hamar Associates, LLCRecorded:
    
    October 2, 2001 as Document #2001-0017854, Official Records of Sutter County, CaliforniaCA-035-083-ADate:
    
    October 29, 2001Lessor:
    
    Angelo and Elva Guisti TrustLessee:
    
    Hamar Associates, LLCRecorded:
    
    December 4, 2001 as Document #2001-0022253, Official Records of Sutter County, CaliforniaCA-035-084-ADate:
    
    September 4, 2001Lessor:
    
    Marietta G. Leiser and Marietta G. Leiser, Trustee of the Testamentary Trust of Phil K. Leiser, deceasedLessee:
    
    Hamar Associates, LLCRecorded:
    
    February 25, 2002 as Document #2002-0003665, Official Records of Sutter County, California
  Page 36




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##### 



CA-035-085-ADate:
    
    September 9, 2001Lessor:
    
    Daniel P. Wagener, as Trustee of the Wagener Bypass Trust, dated October 6, 1978Lessee:
    
    Hamar Associates, LLCRecorded:
    
    October 18, 2001 as Document #2001-0019121, Official Records of Sutter County, CaliforniaCA-035-087-ADate:
    
    October 22, 2001Lessor:
    
    Richard Giusti and Sandra GiustiLessee:
    
    Hamar Associates, LLCRecorded:
    
    December 4, 2001 as Document #2001-0022255, Official Records of Sutter County, CaliforniaCA-035-088-ADate:
    
    September 3, 2002Lessor:
    
    Arnold Hoffart, as Successor Trustee of the Elizabeth Riehl and Suzanne Jones Remainder Trusts under the Adam J.
Richter Trust and Arnold Hoffart, Successor Trustee of the Kimberly Barnett Remainder Trust under the Adam J.
Richter Trust and Arnold Hoffart, Successor Trustee of the Remainder Trust of Adam J. Richter TrustLessee:
    
    Hamar Associates, LLCRecorded:
    
    December 4, 2002 as Document #2002-0025001, Official Records of Sutter County, CaliforniaCA-035-089-ADate:
    
    August 27, 2001Lessor:
    
    Mette K. James, also known as Mette L. JamesLessee:
    
    Hamar Associates, LLCRecorded:
    
    October 2, 2001 as Document #2001-0017856, Official Records of Sutter County, CaliforniaCA-035-090-ADate:
    
    December 12, 2001Lessor:
    
    Heidrick & McGinnis Properties, L.P. a California Limited Partnership, by Edith I. Heidrick and Gloria J.
McGinnis, Trustees of the Gloria J. McGinnis Trust, its General PartnerLessee:
    
    Hamar Associates, LLCRecorded:
    
    January 24, 2002 as Document #2002-0001591, Official Records of Sutter County, CaliforniaCA-035-091-ADate:
    
    October 13, 2001Lessor:
    
    William Ashley PayneLessee:
    
    Hamar Associates, LLCRecorded:
    
    December 4, 2001 as Document #2001-0022256, Official Records of Sutter County, California
  Page 37




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##### 



CA-035-091-BDate:
    
    October 13, 2001Lessor:
    
    Robert B. PayneLessee:
    
    Hamar Associates, LLCRecorded:
    
    December 4, 2001 as Document #2001-0022257, Official Records of Sutter County, CaliforniaCA-035-094-ADate:
    
    November 8, 2001Lessor:
    
    Davis C. Bundock, Jr. and Nurene E. Bundock, Trustees of the Bundock Family Trust dated January 14,1991Lessee:
    
    Hamar Associates, LLCRecorded:
    
    January 9, 2002 as Document #2002-0000593, Official Records of Sutter County, CaliforniaCA-035-094-BDate:
    
    November 8, 2001Lessor:
    
    Beatrice Ann HuberLessee:
    
    Hamar Associates, LLCRecorded:
    
    January 9, 2002 as Document #2002-0000594, Official Records of Sutter County, CaliforniaCA-035-095-ADate:
    
    October 29, 2001Lessor:
    
    Dolores AzevedoLessee:
    
    Hamar Associates, LLCRecorded:
    
    January 9, 2002 as Document #2002-0000595, Official Records of Sutter County, CaliforniaCA-035-095-BDate:
    
    November 11, 2001Lessor:
    
    Mary BaldwinLessee:
    
    Hamar Associates, LLCRecorded:
    
    January 9, 2002 as Document #2002-0000596, Official Records of Sutter County, CaliforniaCA-035-096-ADate:
    
    October 26, 2001Lessor:
    
    James F. Waters and Bernice E. Waters, as Trustees of the Waters Family Trust under Declaration of Trust dated
October 23, 1996Lessee:
    
    Hamar Associates, LLCRecorded:
    
    December 4, 2001 as Document #2001-0022258, Official Records of Sutter County, CaliforniaCA-035-098-ADate:
    
    January 28, 2002Lessor:
    
    Irene J. Meckfessel, Trustee under the Will of Alexander F. Johnson, deceasedLessee:
    
    Hamar Associates, LLCRecorded:
    
    May 9, 2002 as Document #2002-0009161, Official Records of Sutter County, California
  Page 38




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##### 



CA-035-100-ADate:
    
    February 4, 2002Lessor:
    
    Norma A. Giusti, as Trustee of the Guisti Family Revocable Trust, Norma A. Giusti, as Trustee of the Guisti Family
Marital Trust, and Norma A. Giusti, as Trustee of the Guisti Family Residual TrustLessee:
    
    Hamar Associates, LLCRecorded:
    
    May 9, 2002 as Document #2002-0009162, Official Records of Sutter County, CaliforniaCA-035-101-ADate:
    
    February 4, 2002Lessor:
    
    Frank Giusti and SonsLessee:
    
    Hamar Associates, LLCRecorded:
    
    May 9, 2002 as Document #2002-0009163, Official Records of Sutter County, CaliforniaCA-035-102-ADate:
    
    February 25, 2002Lessor:
    
    Hust Bros., Inc.Lessee:
    
    Hamar Associates, LLCRecorded:
    
    May 9, 2002 as Document #2002-0009164, Official Records of Sutter County, CaliforniaCA-035-103-ADate:
    
    July 1, 2003Lessor:
    
    Timothy W. Cusick and Gayle A. CusickLessee:
    
    Hamar Associates, LLCRecorded:
    
    Dec 10, 2003 as Document #2003-0034595, Official Records of Sutter County, CaliforniaCA-035-104-ADate:
    
    July 1, 2003Lessor:
    
    Mette K. JamesLessee:
    
    Hamar Associates, LLCRecorded:
    
    December 10, 2003 as Document #2003-0034596, Official Records of Sutter County, CaliforniaCA-035-105-BDate:
    
    May 13, 2004Lessor:
    
    Henry D. Richter Jr. and Amelia Richter, Lee W. Richter and Mary Ruth RichterLessee:
    
    Hamar Associates, LLCRecorded:
    
    July 8, 2004 as Document #2004-0018408, Official Records of Sutter County, California
  Page 39




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##### 



CA-035-106-BDate:
    
    March 23, 2004Lessor:
    
    Ray Massoni and Marie Estelle Massoni, as Trustees of the Ray and Marie Massoni Family Trust dated July 24, 1990Lessee:
    
    Hamar Associates, LLCRecorded:
    
    April 27, 2004 as Document #2004-0010688, Official Records of Sutter County, CaliforniaCA-035-106-CDate:
    
    May 13, 2004Lessor:
    
    Heidrick & McGinnis Properties, L.P. a California Limited Partnership, by Gloria J. McGinnis, Trustee of the
Gloria J. McGinnis Trust, its General PartnerLessee:
    
    Hamar Associates, LLCRecorded:
    
    July 8, 2004 as Document #2004-0018409, Official Records of Sutter County, CaliforniaCA-035-107-BDate:
    
    April 24, 2004Lessor:
    
    Michael James Mullen, Successor Trustee under the Dorothy E. Mullen Revocable Trust dated December 14, 1990Lessee:
    
    The Nahabedian Exploration Group, LLCRecorded:
    
    May 25, 2004 as Document #2004-0013796, Official Records of Sutter County, CaliforniaCA-035-108-ADate:
    
    October 2, 2001Lessor:
    
    William A. Driver, Paula D. Shimada, also known as Paula A. Driver and Mary A. McDermottLessee:
    
    Hamar Associates, LLCRecorded:
    
    January 11, 2002 as Document #2002-0001600-00, Official Records of Yolo County, CaliforniaCA-035-109-ADate:
    
    February 11, 2002Lessor:
    
    Irene J. Meckfessel, Trustee under the Will of Alexander F. Johnson, deceasedLessee:
    
    Hamar Associates, LLCRecorded:
    
    May 9, 2002 as Document #2002-0019753-00, Official Records of Yolo County, CaliforniaCA-035-111-ADate:
    
    May 10, 2005Lessor:
    
    Glen A. Barton and Gloria L. Barton, Trustees under Declaration of Trust dated May 12, 1989Lessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    July 15, 2005 as Document #2005-0033938-00, Official Records of Yolo County, California
  Page 40




---



##### 



CA-035-112-ADate:
    
    April 25, 2005Lessor:
    
    B. E. Giovannetti, Trustee of the Marital Trust created under the Will of Mary GiovannettiLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    July 15, 2005 as Document #2005-0033939-00, Official Records of Yolo County, CaliforniaCA-035-113-ADate:
    
    June 8, 2005Lessor:
    
    Philip J. Craner Family Trust dated February 9, 1988Lessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    July 20, 2005 as Document #2005-0034706-00, Official Records of Yolo County, CaliforniaCA-035-113-BDate:
    
    August 16, 2007Lessor:
    
    Knights Landing Investors, LLCLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    October 3, 2007 as Document #2007-0034265-00, Official Records of Yolo County, CaliforniaCA-035-114-ADate:
    
    July 1, 2005Lessor:
    
    Mildred Heidrick, Trustee of theThe SurvivorsTrust under the Trust Agreement dated August 4, 1987 and The Bypass
Trust under the Trust Agreement dated August 4, 1987Lessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    November 7, 2005 as Document #2005-0055687-00, Official Records of Yolo County, CaliforniaCA-035-115-ADate:
    
    June 20, 2005Lessor:
    
    Trini A. Bidegain, as Trustee of the Trini A. Bidegain Revocable Trust under Declaration of Trust dated August 31,
2004 and Louise Martin Kobellas, who acquired title as Louise MartinLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    October 13, 2005 as Document #2005-0030747, Official Records of Sutter County, California
  Page 41




---



##### 



CA-035-116-ADate:
    
    June 1, 2006Lessor:
    
    Teichert Land Co.Lessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporationRecorded:
    
    September 7, 2006 as Document #2006-0021887, Official Records
of Sutter County, CaliforniaCA-035-117-ADate:
    
    May 15, 2006Lessor:
    
    Green Valley Corporation, Case B. Swenson, DL Goose Farms,
LLC, SL Goose Farms, LLC, Dane O. Lowry and Cherilyn L. LowryLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporationRecorded:
    
    December 6, 2006 as Document #2006-0029615, Official Records
of Sutter County, CaliforniaCA-035-119-ADate:
    
    July 20, 2006Lessor:
    
    Jane HorganLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporationRecorded:
    
    October 13, 2006 as Document #2006-0040392-00, Official
Records of Yolo County, CaliforniaCA-035-119-BDate:
    
    August 9, 2006Lessor:
    
    David Allan KindeltLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporationRecorded:
    
    October 13, 2006 as Document #2006-0040393-00, Official
Records of Yolo County, CaliforniaCA-035-119-CDate:
    
    August 10, 2006Lessor:
    
    Daniel Carl KindeltLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporationRecorded:
    
    October 13, 2006 as Document #2006-0040394-00, Official
Records of Yolo County, CaliforniaCA-035-119-DDate:
    
    August 10, 2006Lessor:
    
    John Edward KindeltLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporationRecorded:
    
    October 13, 2006 as Document #2006-0040395-00, Official
Records of Yolo County, California
  Page 42




---



##### 



CA-035-120-ADate:
    
    March 7, 2007Lessor:
    
    Jane Osborne, Trustee of the Jane Osborne Revocable Trust
Under Declaration of Trust dated June 29, 1999Lessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporationRecorded:
    
    March 27, 2007 as Document #2007-0006301, Official Records of
Sutter County, CaliforniaCA-035-120-BDate:
    
    March 7, 2007Lessor:
    
    Anna C. Byrd, as Trustee of the Anna C. Byrd Trust under
Declaration of Trust dated October 1, 1997Lessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporationRecorded:
    
    March 27, 2007 as Document #2007-0006302, Official Records of
Sutter County, CaliforniaCA-035-121-ADate:
    
    March 20, 2007Lessor:
    
    Jane Osborne, Trustee of the Jane Osborne Revocable Trust
pursuant to that Amendment and Restatement of Declaration of
Trust dated June 29, 1999Lessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporationRecorded:
    
    April 16, 2007 as Document #2007-0007727, Official Records of
Sutter County, CaliforniaCA-035-121-BDate:
    
    March 20, 2007Lessor:
    
    Anna C. Byrd, as Trustee of the Anna C. Byrd Trust
established by Declaration of Trust dated October 1, 1997Lessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporationRecorded:
    
    April 16, 2007 as Document #2007-0007728, Official Records of
Sutter County, CaliforniaCA-035-122-ADate:
    
    April 10, 2007Lessor:
    
    Sutter Basin CorporationLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in
California, a Nevada corporationRecorded:
    
    May 4, 2007 as Document #2007-0009215, Official Records of
Sutter County, California
  Page 43




---



##### 



CA-035-123-ADate:
    
    April 6, 2007Lessor:
    
    James V. Christison and Stacey L. ChristisonLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    May 23, 2007 as Document #2007-0010592, Official Records of Sutter County, CaliforniaCA-035-124-ADate:
    
    July 20, 2007Lessor:
    
    Richter Bros., Inc.Lessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    September 12, 2007 as Document #2007-0018096, Official Records of Sutter County, CaliforniaCA-035-125-ADate:
    
    July 20, 2007Lessor:
    
    Kenneth L. Wallace, Trustee of the Kenneth L. Wallace Living Trust, dated June 20, 2001Lessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    September 12, 2007 as Document #2007-0018095, Official Records of Sutter County, CaliforniaCA-035-126-ADate:
    
    July 20, 2007Lessor:
    
    Richter Bros., Inc.Lessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    September 12, 2007 as Document #2007-0018094, Official Records of Sutter County, CaliforniaCA-035-127-ADate:
    
    August 2, 2007Lessor:
    
    Sutter Basin CorporationLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    September 27, 2007 as Document #2007-0019137, Official Records of Sutter County, CaliforniaCA-035-128-ADate:
    
    March 14, 2008Lessor:
    
    Teichert Land Co.Lessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc. in California, a Nevada corporationRecorded:
    
    April 18, 2008 as Document #2008-0006712, Official Records of Sutter County, California
  Page 44




---



##### 



CA-037-001-ADate:
    
    November 10, 2003Lessor:
    
    Aera Energy LLCLessee:
    
    Trio Petroleum Inc.Recorded:
    
    July 6, 2004, as Document #0204155741, Official Records of Kern County, CaliforniaCA-037-004-ADate:
    
    December 2, 2005Lessor:
    
    A. Crawford Cooley and Jess Porter CooleyLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc., in California, a Nevada CorporationRecorded:
    
    February 6, 2006 as Document #0206030510, Official Records of Kern County, CaliforniaCA-037-004-BDate:
    
    February 16, 2006Lessor:
    
    William Lent PorterLessee:
    
    Ivanhoe Energy (USA) Inc. dba USA Ivanhoe Energy, Inc., in California, a Nevada CorporationRecorded:
    
    April 3, 2006 as Document #0206080816, Official Records of Kern County, CaliforniaCA-037-005-ADate:
    
    February 12, 2007Lessor:
    
    Lois L. Poppino and Stephen L. Poppino, as joint tenants, and Lois L. PoppinoLessee:
    
    Maverick Petroleum, Inc.Recorded:
    
    June 7, 2007 as Document #0207121362, Official Records of Kern County, CaliforniaCA-037-005-BDate:
    
    February 14, 2007Lessor:
    
    Stephen Hubert KautzLessee:
    
    Maverick Petroleum, Inc.Recorded:
    
    June 7, 2007 as Document #0207121359, Official Records of Kern County, CaliforniaCA-037-005-CDate:
    
    February 6, 2007Lessor:
    
    Robert Raymond KautzLessee:
    
    Maverick Petroleum, Inc.Recorded:
    
    June 7, 2007 as Document #0207121361, Official Records of Kern County, CaliforniaCA-037-005-DDate:
    
    February 6, 2007Lessor:
    
    Susan Leslie TokudaLessee:
    
    Maverick Petroleum, Inc.Recorded:
    
    June 7, 2007 as Document #0207121360, Official Records of Kern County, California
  Page 45




---



##### 



CA-037-006-ADate:
    
    Not available yetLessor:
    
    WRBD II LPLessee:
    
    Hexadyne Energy CorporationRecorded:
    
    Not recorded yetCA-039-002-ADate:
    
    September 1, 2005Lessor:
    
    Aera Energy LLCLessee:
    
    Ivanhoe Energy (USA) Inc.Recorded:
    
    September 15, 2005 as Document #0205253339, Official Records of Kern County, CaliforniaCA-039-003-ADate:
    
    October 7, 2006Lessor:
    
    California Minerals, L.P.Lessee:
    
    Ivanhoe Energy (USA) Inc.Recorded:
    
    November 7, 2006 as Document #0206275527, Official Records of Kern County, CaliforniaTX-001-001-ADate:
    
    March 7, 2000Lessor:
    
    Andrew A. Bradford Trust for Bradford J. Armstrong, Elizabeth Armstrong and Anthony J. ArmstrongLessee:
    
    Ausland Production CompanyRecorded:
    
    May 17, 2000 as Document #8405 Volume 1775 Page 98, Official Records of Midland County, TexasTX-001-001-BDate:
    
    March 7, 2000Lessor:
    
    Jane Bradford ArmstrongLessee:
    
    Ausland Production CompanyRecorded:
    
    May 17, 2000 as Document #8404 Volume 1775 Page 95, Official Records of Midland County, TexasTX-001-002-ADate:
    
    January 17, 2000Lessor:
    
    J. Kennard Windham, Mindy Lynn Windham Beard, Kennard Cavness Windham, Diane Davidson Claiborne Carol Lynn
Windham, Elaine Davidson Smith, James T. Windham and Betty Jo WindhamLessee:
    
    Atlantic Richfield CompanyRecorded:
    
    April 18, 2000 as Document #6463 Volume 1765 Page 391, Official Records of Midland County, TexasTX-001-005-ADate:
    
    July 30, 2000Lessor:
    
    Texaco Exploration and Production Inc.Lessee:
    
    Discovery Operating, Inc.Recorded:
    
    January 12, 2001 as Document #583 Volume 1832 Page 715, Official Records of Midland County, Texas
  Page 46




---



##### 



TX-001-006-ADate:
    
    October 24, 2000Lessor:
    
    Texaco Exploration and Production Inc.Lessee:
    
    Discovery Operating, Inc.Recorded:
    
    January 19, 2001 as Document #959 Volume 1834 Page 271, Official Records of Midland County, TexasTX-001-007-ADate:
    
    September 10, 2000Lessor:
    
    Texaco Exploration and Production Inc.Lessee:
    
    Discovery Operating, Inc.Recorded:
    
    January 12, 2001 as Document #584 Volume 1832 Page 719, Official Records of Midland County, TexasTX-001-008-ADate:
    
    October 3, 2000Lessor:
    
    Texaco Exploration and Production Inc.Lessee:
    
    Discovery Operating, Inc.Recorded:
    
    January 19, 2001 as Document #960 Volume 1834 Page 275, Official Records of Midland County, TexasTX-001-009-ADate:
    
    October 14, 2000Lessor:
    
    Texaco Exploration and Production Inc.Lessee:
    
    Discovery Operating, Inc.Recorded:
    
    March 28, 2001 as Document #5067 Volume 1851 Page 595, Official Records of Midland County, TexasTX-001-016-ADate:
    
    May 10, 2001Lessor:
    
    Chevron U.S.A. Inc.Lessee:
    
    Discovery Operating, Inc.Recorded:
    
    September 12, 2002 as Document #18243 Volume 2042 Page 816, Official Records of Midland County, TexasTX-001-017-ADate:
    
    May 27, 2001Lessor:
    
    Chevron U.S.A. Inc.Lessee:
    
    Discovery Operating, Inc.Recorded:
    
    September 12, 2002 as Document #18244 Volume 2042 Page 821, Official Records of Midland County, TexasTX-001-018-ADate:
    
    June 13, 2000Lessor:
    
    Texaco Exploration and Production Inc.Lessee:
    
    Discovery Operating, Inc.Recorded:
    
    November 6, 2000 as Document #18397 Volume 1820 Page 217, Official Records of Midland County, Texas
  Page 47




---



##### 



TX-001-019-ADate:
    
    July 12, 2000Lessor:
    
    Texaco Exploration and Production Inc.Lessee:
    
    Discovery Operating, Inc.Recorded:
    
    October 18, 2000 as Document #17290 Volume 1815 Page 728, Official Records of Midland County, TexasTX-001-020-ADate:
    
    August 18, 2000Lessor:
    
    Texaco Exploration and Production Inc.Lessee:
    
    Discovery Operating, Inc.Recorded:
    
    November 29, 2000 as Document #19520 Volume 1824 Page 104, Official Records of Midland County, TexasTX-006-001-ADate:
    
    January 2, 2001Lessor:
    
    Apache CorporationLessee:
    
    Discovery Operating, Inc.Recorded:
    
    March 7, 2001 as Document #3723 Volume 1846 Page 229, Official Records of Midland County, TexasTX-006-002-ADate:
    
    January 2, 2001Lessor:
    
    Apache CorporationLessee:
    
    Discovery Operating, Inc.Recorded:
    
    March 7, 2001 as Document #3724 Volume 1846 Page 233, Official Records of Midland County, TexasWY-001-001-ADate:
    
    January 10, 1981Lessor:
    
    Donald B. Roberts, B.M. Stewart and Sheri VineyardLessee:
    
    Exoil Services, Inc.Recorded:
    
    February 4, 1981, in Book 87, Page 189
Official Records of Weston County, WyomingWY-001-002-ADate:
    
    Effective September 1, 1953Lessor:
    
    U.S. Department of the Interior, Bureau of Land Management,
Serial #W-022180-ALessee:
    
    Edel P. SmithRecorded:
    
    Not recordedWY-001-003-ADate:
    
    Effective December 1, 1999Lessor:
    
    U.S. Department of the Interior, Bureau of Land Management,
Serial #W-149512Lessee:
    
    Cove EnergyRecorded:
    
    Not recorded
  Page 48




---



##### 



WY-001-008-ADate:
    
    Effective February 1, 2006Lessor:
    
    U.S. Department of the Interior, Bureau of Land Management,
Serial #WYW-164905Lessee:
    
    Pacer Energy LLCRecorded:
    
    Not recordedWY-001-009-ADate:
    
    Effective October 1, 2006Lessor:
    
    U.S. Department of the Interior, Bureau of Land Management,
Serial #WYW-173101Lessee:
    
    Pacer Energy LLCRecorded:
    
    Not recorded
 Rights of Way, License Agreements
Surface Use Agreements
 KNIGHTS LANDING PROSPECT
 Brian & Marjorie Fairlee/Ivanhoe Gas Pipeline Letter Agreement (R/W) dated January
10, 2005
 Richter Brothers, Inc./Ivanhoe Gas Pipeline Facilities, Road and Road Improvement
Easement dated February 7, 2005
 William P. & Carol C. Dougherty Trust, et al/Ivanhoe Pipeline Facilities and Road
Easement (transportation of gas & water), signed and dated in counterparts on
February 8, 2005, February 18, 2005, February 24, 2005 and March 28, 2005
 Paula Susan Cornia, et al/Ivanhoe Pipeline Facilities Easement signed and dated in
counterparts on February 7, 2005, February 17, 2005, February 19, 2005 and February
25, 2005
 Kenneth L. Wallace Living Trust/Ivanhoe Surface Use Agreement and Conversion of
Wallace #4-17 Well to Water Disposal Well dated May 29, 2005
 SOUTH MIDWAY SUNSET FIELD
 Aera/Ivanhoe Electric Pole Line License Agreement dated February 1, 2001
 Robert Ballagh McGregor/Ivanhoe Electric Pole Line License Agreement dated February
27, 2001
  Page 49




---



##### 



PG&E/Ivanhoe Utility Service Installation dated April 2, 2001
 Berry Petroleum/Ivanhoe Water License Agreement dated August 21, 2001
 Holmes Western Oil Corp./Ivanhoe Pipeline Right-of-Way Easement dated December 19,
2001
 Berry Petroleum/Ivanhoe Gas/Oil License Agreement dated October 30, 2002
 US Dept. of the Interior & BLM/Ivanhoe Right-of-Way, CA-CA-43743 dated effective
February 25, 2002
 C. Ray De Clue, et al/Ivanhoe Right-of-Way Agreement dated November 20,2002
 NORTH SALT CREEK
 Plains Exploration Company/Ivanhoe Gas Pipeline Agreement dated August 9, 2005
  Page 50




---



##### 



EXHIBIT B
WELLS AND INTERESTS




---



##### 



Exhibit B
  WELLS AND INTERESTS
 (Attached)




---



##### 



Exhibit B
 Field
    
    Midway SunsetLessor
    
    Aera Energy LLC
 BPO to be Conveyed
    
    
    
    
    APO to be ConveyedPetra
    
    
    
    BPO
    
    
    BPO
    
    
    BPO
    
    
    
    
    APO
    
    
    APO
    
    
    APOWell
    
    Symbol
    
    
    
    WI
    
    
    NRI
    
    
    ORRI
    
    
    
    
    WI
    
    
    NRI
    
    
    ORRIUWI (APINum)
    
    Label
    
    Code
    
    Status
    
    %
    
    
    %
    
    
    %
    
    
    PO Balance
    
    %
    
    
    %
    
    
    %4030276170000
    
    16X-2
    
    SUS
    
    Set Pipe Thru Pliocene
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030232320000
    
    212N
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030230290000
    
    212S
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030227660000
    
    222P
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030249400000
    
    222R
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030213900000
    
    222T
    
    PAOS
    
    P&A
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030231890000
    
    251L
    
    PAOS
    
    P&A
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030213880000
    
    251S
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030275470000
    
    251W
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030213890000
    
    252H
    
    OIL
    
    Shut In
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030249390000
    
    262A-19
    
    PAOS
    
    P&A
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030221830000
    
    272J
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030221840000
    
    272K
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030273850000
    
    272L
    
    INJ
    
    On Injection
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030199840000
    
    272M
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030227630000
    
    272R
    
    INJ
    
    On Injection
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030227900000
    
    272S
    
    INJ
    
    On Injection
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030227890000
    
    273D
    
    INJ
    
    Shut In
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030249380000
    
    274F-13
    
    PAOS
    
    Set Pipe Thru Antelope
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030211830000
    
    282P
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030221850000
    
    282R
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030221860000
    
    282S
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030227650000
    
    282T
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030227860000
    
    283A
    
    INJ
    
    On Injection
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030227870000
    
    283B
    
    INJ
    
    On Injection
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030227880000
    
    283C
    
    INJ
    
    On Injection
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030208170000
    
    78-12
    
    GAS
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030346590000
    
    97X-10
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030275480000
    
    97X-2
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030318900000
    
    97X-3
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030346560000
    
    97X-4
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030346570000
    
    97X-5
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030346580000
    
    97X-6
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030346600000
    
    97X-7
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030160980000
    
    A-1
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030163070000
    
    A-10
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030174490000
    
    A-11
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030174500000
    
    A-12
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030174510000
    
    A-13
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030174520000
    
    A-14
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030228330000
    
    A-16
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030188260000
    
    A-17
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030188270000
    
    A-18
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030188280000
    
    A-19
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030160990000
    
    A-2
    
    CONWIW
    
    On Disposal
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030188360000
    
    A-21
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030203370000
    
    A-22
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030227610000
    
    A-24
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030302310000
    
    A-25
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030249360000
    
    A-26
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030302320000
    
    A-27
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030161000000
    
    A-3
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030162180000
    
    A-4
    
    CONWIW
    
    On Disposal
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030162340000
    
    A-5
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030162350000
    
    A-6
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030163040000
    
    A-7
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030163050000
    
    A-8
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030163060000
    
    A-9
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030168220000
    
    B-1
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030172210000
    
    B-10
    
    DRLWIW
    
    On Injection
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030172220000
    
    B-11
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030172230000
    
    B-12
    
    OIL
    
    Shut In
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030172240000
    
    B-13
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030174360000
    
    B-17
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030174370000
    
    B-18
    
    OIL
    
    Shut In
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030177560000
    
    B-19
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030170140000
    
    B-2
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030227910000
    
    B-20
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030276180000
    
    B-22
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
  Page 52




---



##### 



Exhibit B
 Field
    
    Midway SunsetLessor
    
    Aera Energy LLC
 BPO to be Conveyed
    
    
    
    
    APO to be ConveyedPetra
    
    
    
    BPO
    
    
    BPO
    
    
    BPO
    
    
    
    
    APO
    
    
    APO
    
    
    APOWell
    
    Symbol
    
    
    
    WI
    
    
    NRI
    
    
    ORRI
    
    
    
    
    WI
    
    
    NRI
    
    
    ORRIUWI (APINum)
    
    Label
    
    Code
    
    Status
    
    %
    
    
    %
    
    
    %
    
    
    PO Balance
    
    %
    
    
    %
    
    
    %4030276190000
    
    B-23
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030207560000
    
    B-24
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030207570000
    
    B-26
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030346540000
    
    B-27
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030346550000
    
    B-28
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030170500000
    
    B-3
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030170510000
    
    B-4
    
    PAOS
    
    P&A
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030170520000
    
    B-5
    
    CONWIW
    
    On Disposal
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030171520000
    
    B-7
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030171530000
    
    B-8
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030172200000
    
    B-9
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030274010000
    
    TO-1
    
    SRV
    
    Temp Obs
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.4464030274020000
    
    TO-2
    
    SRV
    
    Converted to Stem Inj
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    91.5
    
    
    
    1.446
  Page 53




---



##### 



Exhibit B
 Field
    
    Midway SunsetLessor
    
    Holmes Western Oil Corp
 BPO to be Conveyed
    
    
    
    
    APO to be ConveyedPetra
    
    
    
    BPO
    
    
    BPO
    
    
    BPO
    
    
    
    
    APO
    
    
    APO
    
    
    APOWell
    
    
    Symbol
    
    
    
    WI
    
    
    NRI
    
    
    ORRI
    
    
    
    
    WI
    
    
    NRI
    
    
    ORRIUWI (APINum)
    
    Label
    
    
    Code
    
    Status
    
    %
    
    
    %
    
    
    %
    
    
    PO Balance
    
    %
    
    
    %
    
    
    %03016541
    
    
    1
    
    
    OIL
    
    On Prod
    
    
    0
    
    
    
    0
    
    
    
    1.446
    
    
    Not Applicable
    
    
    0
    
    
    
    0
    
    
    
    1.44603016542
    
    
    2
    
    
    OIL
    
    On Prod
    
    
    0
    
    
    
    0
    
    
    
    1.446
    
    
    Not Applicable
    
    
    0
    
    
    
    0
    
    
    
    1.44603019467
    
    
    3
    
    
    OIL
    
    On Prod
    
    
    0
    
    
    
    0
    
    
    
    1.446
    
    
    Not Applicable
    
    
    0
    
    
    
    0
    
    
    
    1.446
  Page 54




---



##### 



Exhibit B
 Field
    
    Midway SunsetLessor
    
    Tricor and Spreckles
 BPO to be Conveyed
    
    
    
    
    APO to be ConveyedPetra
    
    
    
    BPO
    
    
    BPO
    
    
    BPO
    
    
    
    
    APO
    
    
    APO
    
    
    APOWell
    
    Symbol
    
    
    
    WI
    
    
    NRI
    
    
    ORRI
    
    
    
    
    WI
    
    
    NRI
    
    
    ORRIUWI (APINum)
    
    Label
    
    Code
    
    Status
    
    %
    
    
    %
    
    
    %
    
    
    PO Balance
    
    %
    
    
    %
    
    
    %4030275490000
    
    7X-1
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    76.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    76.5
    
    
    
    1.4464030302300000
    
    7X-2
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    76.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    76.5
    
    
    
    1.4464030304100000
    
    7X-3
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    76.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    76.5
    
    
    
    1.446403034653 0000
    
    7X-4
    
    OIL
    
    On Prod
    
    
    100
    
    
    
    76.5
    
    
    
    1.446
    
    
    Not Applicable
    
    
    100
    
    
    
    76.5
    
    
    
    1.446
  Page 55




---



##### 



Exhibit B
 Field
    
    North West Lost HillsLessor
    
    Federal USA-CACA-2855
 BPO to be Conveyed
    
    
    
    
    APO to be ConveyedPetra
    
    
    
    BPO
    
    
    BPO
    
    
    BPO
    
    
    
    
    APO
    
    
    APO
    
    
    APOSymbol
    
    
    
    WI
    
    
    NRI
    
    
    ORRI
    
    
    
    
    WI
    
    
    NRI
    
    
    ORRIUWI (APINum)
    
    Well Label
    
    Code
    
    Status
    
    %
    
    
    %
    
    
    %
    
    
    PO Balance
    
    %
    
    
    %
    
    
    %03006815
    
    Federal 27-1
    
    Oil
    
    Shut In
    
    
    50.00
    %
    
    
    40.625
    %
    
    Varies
    
    Not Applicable
    
    
    50.00
    %
    
    
    40.625
    %
    
    Varies02951815
    
    CalEx Federal 21-1
    
    Oil
    
    On Prod
    
    
    0
    
    
    
    0
    
    
    
    3.00
    %
    
    Not Applicable
    
    
    0
    
    
    
    0
    
    
    
    3.00
    %02972462
    
    CalEx 21-3
    
    Oil
    
    On Prod
    
    
    0
    
    
    
    0
    
    
    
    3.00
    %
    
    Not Applicable
    
    
    0
    
    
    
    0
    
    
    
    3.00
    %03020592
    
    Almond Crest D-21
    
    Oil
    
    On Prod
    
    
    0
    
    
    
    0
    
    
    
    3.00
    %
    
    Not Applicable
    
    
    0
    
    
    
    0
    
    
    
    3.00
    %
  Page 56




---



##### 



Exhibit B
 Field
    
    Salt CreekLessor
    
    Aera Energy, LLC
 BPO to be Conveyed
    
    
    
    
    APO to be ConveyedPetra
    
    
    
    BPO
    
    
    BPO
    
    
    BPO
    
    
    
    
    APO
    
    
    APO
    
    
    APOWell
    
    Symbol
    
    
    
    WI
    
    
    NRI
    
    
    ORRI
    
    
    
    
    WI
    
    
    NRI
    
    
    ORRIUWI (APINum)
    
    Label
    
    Code
    
    Status
    
    %
    
    
    %
    
    
    %
    
    
    PO Balance
    
    %
    
    
    %
    
    
    %4030267430000
    
    SC 1
    
    GAS
    
    On Prod
    
    
    24.00
    
    
    
    18.72
    %
    
    
    0.00
    
    
    Not Applicable
    
    
    24.00
    
    
    
    18.72
    
    
    
    0.004030281440000
    
    SC 2
    
    OIL
    
    On Prod
    
    
    24.00
    
    
    
    18.72
    %
    
    
    0.00
    
    
    Not Applicable
    
    
    24.00
    
    
    
    18.72
    
    
    
    0.004030281450000
    
    SC 3
    
    OIL
    
    On Prod
    
    
    24.00
    
    
    
    18.72
    %
    
    
    0.00
    
    
    Not Applicable
    
    
    24.00
    
    
    
    18.72
    
    
    
    0.004030323710000
    
    SC 4
    
    OIL
    
    On Prod
    
    
    24.00
    
    
    
    18.72
    %
    
    
    0.00
    
    
    Not Applicable
    
    
    24.00
    
    
    
    18.72
    
    
    
    0.004030377000000
    
    SC 5
    
    OIL
    
    On Prod
    
    
    24.00
    
    
    
    18.72
    %
    
    
    0.00
    
    
    Not Applicable
    
    
    24.00
    
    
    
    18.72
    
    
    
    0.004030372710000
    
    SC 6
    
    OIL
    
    On Prod
    
    
    24.00
    
    
    
    18.72
    %
    
    
    0.00
    
    
    Not Applicable
    
    
    24.00
    
    
    
    18.72
    
    
    
    0.004030372720000
    
    SC 7
    
    OIL
    
    On Prod
    
    
    24.00
    
    
    
    18.72
    %
    
    
    0.00
    
    
    Not Applicable
    
    
    24.00
    
    
    
    18.72
    
    
    
    0.004030373540000
    
    WD 1-17
    
    Water Disp
    
    On Prod
    
    
    24.00
    
    
    
    18.72
    %
    
    
    0.00
    
    
    Not Applicable
    
    
    24.00
    
    
    
    18.72
    
    
    
    0.00
  Page 57




---



##### 



Exhibit B
 Field
    
    SE Lost HillsLessor
    
    Citrus
 BPO to be Conveyed
    
    
    
    
    APO to be ConveyedPetra
    
    
    
    BPO
    
    
    BPO
    
    
    BPO
    
    
    
    
    APO
    
    
    APO
    
    
    APOWell
    
    
    Symbol
    
    
    
    WI
    
    
    NRI
    
    
    ORRI
    
    
    
    
    WI
    
    
    NRI
    
    
    ORRIUWI (APINum)
    
    Label
    
    
    Code
    
    Status
    
    %
    
    
    %
    
    
    %
    
    
    PO Balance
    
    %
    
    
    %
    
    
    %03023384
    
    
    1
    
    
    Oil
    
    On Prod
    
    
    0.00
    
    
    
    0.00
    
    
    
    1.21929
    %
    
    Not Applicable
    
    
    0.00
    
    
    
    0.00
    
    
    
    1.21929
    %03024914
    
    
    2
    
    
    Oil
    
    On Prod
    
    
    0.00
    
    
    
    0.00
    
    
    
    1.21929
    %
    
    Not Applicable
    
    
    0.00
    
    
    
    0.00
    
    
    
    1.21929
    %03024915
    
    
    3
    
    
    Oil
    
    On Prod
    
    
    0.00
    
    
    
    0.00
    
    
    
    1.21929
    %
    
    Not Applicable
    
    
    0.00
    
    
    
    0.00
    
    
    
    1.21929
    %03029368
    
    
    4
    
    
    Oil
    
    On Prod
    
    
    0.00
    
    
    
    0.00
    
    
    
    1.21929
    %
    
    Not Applicable
    
    
    0.00
    
    
    
    0.00
    
    
    
    1.21929
    %03030372
    
    
    5
    
    
    Oil
    
    On Prod
    
    
    0.00
    
    
    
    0.00
    
    
    
    1.21929
    %
    
    Not Applicable
    
    
    0.00
    
    
    
    0.00
    
    
    
    1.21929
    %03030377
    
    
    6
    
    
    Oil
    
    On Prod
    
    
    0.00
    
    
    
    0.00
    
    
    
    1.21929
    %
    
    Not Applicable
    
    
    0.00
    
    
    
    0.00
    
    
    
    1.21929
    %03031247
    
    
    7
    
    
    Oil
    
    On Prod
    
    
    0.00
    
    
    
    0.00
    
    
    
    1.21929
    %
    
    Not Applicable
    
    
    0.00
    
    
    
    0.00
    
    
    
    1.21929
    %03033767
    
    
    8
    
    
    Oil
    
    On Prod
    
    
    0.00
    
    
    
    0.00
    
    
    
    1.21929
    %
    
    Not Applicable
    
    
    0.00
    
    
    
    0.00
    
    
    
    1.21929
    %03035249
    
    
    9
    
    
    Oil
    
    On Prod
    
    
    0.00
    
    
    
    0.00
    
    
    
    1.21929
    %
    
    Not Applicable
    
    
    0.00
    
    
    
    0.00
    
    
    
    1.21929
    %03037459
    
    
    10
    
    
    Oil
    
    On Prod
    
    
    0.00
    
    
    
    0.00
    
    
    
    1.21929
    %
    
    Not Applicable
    
    
    0.00
    
    
    
    0.00
    
    
    
    1.21929
    %
  Page 58




---



##### 



Exhibit B
 Field
    
    Sprayberry, Midland County, TxLessor
 BPO to be Conveyed
    
    
    
    
    APO to be ConveyedPetra
    
    
    
    
    
    BPO
    
    
    BPO
    
    
    BPO
    
    
    
    
    APO
    
    
    APO
    
    
    APOSymbol
    
    
    
    
    
    WI
    
    
    NRI
    
    
    ORRI
    
    
    PO
    
    WI
    
    
    NRI
    
    
    ORRIUWI (APINum)
    
    Well Label
    
    Code
    
    Status
    
    Lease
    
    %
    
    
    %
    
    
    %
    
    
    Balance
    
    %
    
    
    %
    
    
    %329-34501
    
    Bradford 36 #1 Bradford 36SWD
    
    Oil
    
    On Prod
    
    Block 39, T3S  T&P RR Co. Survey: Sec.36: E/2 NW/4
    
    
    31.25
    %
    
    
    23.44
    %
    
    
    0
    %
    
    None
    
    
    31.25
    %
    
    
    23.44
    %
    
    
    0
    %329-34619
    
    Bradford 36 #2
    
    Casing Leak329-34313
    
    TXLV 39 #1
    
    Oil
    
    On Prod
    
    Block 39, T3S  T&P RR Co. Survey: Sec.39: E/2 NW/4
    
    
    48.075
    %
    
    
    36.06
    %
    
    
    0
    %
    
    NA
    
    
    48.075
    %
    
    
    36.06
    %
    
    
    0
    %329-34322
    
    TXLV 39 #2
    
    Oil
    
    On Prod
    
    Block 39, T3S  T&P RR Co. Survey: Sec.39 W/2 NE/4
    
    
    48.075
    %
    
    
    36.06
    %
    
    
    0
    %
    
    NA
    
    
    48.075
    %
    
    
    36.06
    %
    
    
    0
    %329-34321
    
    TXLV 39 #3
    
    Oil
    
    On Prod
    
    Block 39, T3S  T&P RR Co. Survey: Sec.39 W/2 SE/4
    
    
    48.075
    %
    
    
    36.06
    %
    
    
    0
    %
    
    NA
    
    
    48.075
    %
    
    
    36.06
    %
    
    
    0
    %329-34320
    
    TXLV 39 #4
    
    Oil
    
    On Prod
    
    Block 39, T3S  T&P RR Co. Survey: Sec.39 E/2 SW/4
    
    
    48.075
    %
    
    
    36.06
    %
    
    
    0
    %
    
    NA
    
    
    48.075
    %
    
    
    36.06
    %
    
    
    0
    %329-34586
    
    TXLV 41 #1
    
    Oil
    
    On Prod
    
    Block 39, T3S  T&P RR Co. Survey: Sec.41 E/2 NE/4
    
    
    31.25
    %
    
    
    23.44
    %
    
    
    0
    %
    
    NA
    
    
    31.25
    %
    
    
    23.44
    %
    
    
    0
    %329-34548
    
    TXLV 41 #2
    
    Oil
    
    On Prod
    
    Block 39, T3S  T&P RR Co. Survey: Sec.41 W/2 NW/4
    
    
    31.25
    %
    
    
    23.44
    %
    
    
    0
    %
    
    NA
    
    
    31.25
    %
    
    
    23.44
    %
    
    
    0
    %329-34363
    
    TXLV 43 #1
    
    Oil
    
    On Prod
    
    Block 39, T3S  T&P RR Co. Survey: Sec.43 E/2 SW/4
    
    
    31.25
    %
    
    
    23.44
    %
    
    
    0
    %
    
    NA
    
    
    31.25
    %
    
    
    23.44
    %
    
    
    0
    %329-34353
    
    TXLV 43 #2
    
    Oil
    
    On Prod
    
    Block 39, T3S  T&P RR Co. Survey: Sec.43 E/2 NW/4
    
    
    31.25
    %
    
    
    23.44
    %
    
    
    0
    %
    
    NA
    
    
    31.25
    %
    
    
    23.44
    %
    
    
    0
    %329-34364
    
    TXLV 43 #3
    
    Oil
    
    On Prod
    
    Block 39, T3S  T&P RR Co. Survey: Sec.43 S/2 NE/4
    
    
    31.25
    %
    
    
    23.44
    %
    
    
    0
    %
    
    NA
    
    
    31.25
    %
    
    
    23.44
    %
    
    
    0
    %329-34365
    
    TXLV 43 #4
    
    Oil
    
    On Prod
    
    Block 39, T3S  T&P RR Co. Survey: Sec.43 E/2 SE/4
    
    
    31.25
    %
    
    
    23.44
    %
    
    
    0
    %
    
    NA
    
    
    31.25
    %
    
    
    23.44
    %
    
    
    0
    %329-34347
    
    Windham 38 #1
    
    Oil
    
    On Prod
    
    Block 39, T3S  T&P RR Co. Survey: Sec.38 W/2 NW
    
    
    31.25
    %
    
    
    23.44
    %
    
    
    0
    %
    
    NA
    
    
    31.25
    %
    
    
    23.44
    %
    
    
    0
    %329-34392
    
    Windham 38 #2
    
    Oil
    
    On Prod
    
    Block 39, T3S  T&P RR Co. Survey: Sec.38 E/2 SE/4
    
    
    31.25
    %
    
    
    23.44
    %
    
    
    0
    %
    
    NA
    
    
    31.25
    %
    
    
    23.44
    %
    
    
    0
    %329-34456
    
    Windham 40 #1
    
    Oil
    
    On Prod
    
    Block 39, T3S  T&P RR Co. Survey: Sec.40 E/2 NE/4
    
    
    31.25
    %
    
    
    23.44
    %
    
    
    0
    %
    
    NA
    
    
    31.25
    %
    
    
    23.44
    %
    
    
    0
    %329-34445
    
    Windham 40 #2
    
    Oil
    
    On Prod
    
    Block 39, T3S  T&P RR Co. Survey: Sec.40 W/2 SE/4
    
    
    31.25
    %
    
    
    23.44
    %
    
    
    0
    %
    
    NA
    
    
    31.25
    %
    
    
    23.44
    %
    
    
    0
    %Windham 40 #3
    
    Oil
    
    On Prod
    
    Block 39, T3S  T&P RR Co. Survey: Sec.40 E/2 SE/4
    
    
    31.25
    %
    
    
    23.44
    %
    
    
    0
    %
    
    NA
    
    
    31.25
    %
    
    
    23.44
    %
    
    
    0
    %329-34506
    
    Windham 40 #4
    
    Oil
    
    On Prod
    
    Block 39, T3S  T&P RR Co. Survey: Sec.40 W/2 NE/4
    
    
    31.25
    %
    
    
    23.44
    %
    
    
    0
    %
    
    NA
    
    
    31.25
    %
    
    
    23.44
    %
    
    
    0
    %329-34476
    
    Windham 42 #1
    
    Oil
    
    On Prod
    
    Block 39, T3S  T&P RR Co. Survey: Sec.42 E/2 NW/4
    
    
    31.25
    %
    
    
    23.44
    %
    
    
    0
    %
    
    NA
    
    
    31.25
    %
    
    
    23.44
    %
    
    
    0
    %329-34482
    
    Windham 42 #2
    
    Oil
    
    On Prod
    
    Block 39, T3S  T&P RR Co. Survey: Sec.42 W/2 NE/4
    
    
    31.25
    %
    
    
    23.44
    %
    
    
    0
    %
    
    NA
    
    
    31.25
    %
    
    
    23.44
    %
    
    
    0
    %
  Page 59




---



##### 



Exhibit B
 Field
    
    Apache Flats, Midland and Upton Counties, TxLessor
 BPO to be Conveyed
    
    
    
    
    APO to be ConveyedPetra
    
    
    
    
    
    BPO
    
    
    BPO
    
    
    BPO
    
    
    
    
    APO
    
    
    APO
    
    
    APOSymbol
    
    
    
    
    
    WI
    
    
    NRI
    
    
    ORRI
    
    
    PO
    
    WI
    
    
    NRI
    
    
    ORRIUWI (APINum)
    
    Well Label
    
    Code
    
    Status
    
    Lease
    
    %
    
    
    %
    
    
    %
    
    
    Balance
    
    %
    
    
    %
    
    
    %329-34539
    
    Geronimo 15 #1 Geronimo 15 #2
    
    Oil
    
    On Prod
    
    T4S-BL41, Sec. 15: E/2 NE/4
    
    
    40.00
    %
    
    
    30.00
    %
    
    
    0
    %
    
    NA
    
    
    40.00
    %
    
    
    30.00
    %
    
    
    0
    %329-34586
    
    Geronimo 15 #3
    
    Oil
    
    On Prod
    
    T4S-BL41, Sec. 15: S/2 SE/4
    
    
    40.00
    %
    
    
    30.00
    %
    
    
    0
    %
    
    NA
    
    
    40.00
    %
    
    
    30.00
    %
    
    
    0
    %329-34201
    
    Geronimo 27 #1
    
    Oil
    
    On Prod
    
    T4S-BL41, Sec. 27: W/2 NE
    
    
    40.00
    %
    
    
    30.00
    %
    
    
    0
    %
    
    NA
    
    
    40.00
    %
    
    
    30.00
    %
    
    
    0
    %329-34703
    
    Geronimo 27 #2
    
    Oil
    
    On Prod
    
    T4S-BL41, Sec. 27: E/2 Ne
    
    
    40.00
    %
    
    
    30.00
    %
    
    
    0
    %
    
    NA
    
    
    40.00
    %
    
    
    30.00
    %
    
    
    0
    %
  Page 60




---



##### 



Exhibit B
 Field
    
    Knights LandingLessor
    
    Various
 BPO to be Conveyed
    
    
    
    
    APO to be ConveyedPetra
    
    
    
    BPO
    
    
    BPO
    
    
    BPO
    
    
    
    
    APO
    
    
    APO
    
    
    APOSymbol
    
    
    
    WI
    
    
    NRI
    
    
    ORRI
    
    
    PO
    
    WI
    
    
    NRI
    
    
    ORRIUWI (APINum)
    
    Well Label
    
    Code
    
    Status
    
    %
    
    
    %
    
    
    %
    
    
    Balance
    
    %
    
    
    %
    
    
    %4101205510000
    
    Armour 1-7
    
    GAS
    
    Shut In
    
    
    100
    
    
    
    75
    
    
    
    0
    
    
    NA
    
    
    100
    
    
    
    75
    
    
    
    04101205940000
    
    Becker Rd 4-20
    
    GAS
    
    Shut In
    
    
    100
    
    
    
    75
    
    
    
    0
    
    
    NA
    
    
    100
    
    
    
    75
    
    
    
    04101205740000
    
    Furlan 1-17
    
    GAS
    
    P&A
    
    
    80
    
    
    
    60
    
    
    
    0
    
    
    NA
    
    
    80
    
    
    
    60
    
    
    
    04101205580000
    
    Markert 1-1
    
    GAS
    
    Shut In
    
    
    100
    
    
    
    75
    
    
    
    0
    
    
    NA
    
    
    100
    
    
    
    75
    
    
    
    04101205480000
    
    Mackert 1-31
    
    GAS
    
    Shut In
    
    
    100
    
    
    
    75
    
    
    
    0
    
    
    NA
    
    
    100
    
    
    
    75
    
    
    
    04101204410000
    
    Mackert 1-5
    
    GAS
    
    Shut In
    
    
    100
    
    
    
    75
    
    
    
    0
    
    
    NA
    
    
    100
    
    
    
    75
    
    
    
    04101206000000
    
    Mackert 2-1
    
    GAS
    
    Shut In
    
    
    100
    
    
    
    75
    
    
    
    0
    
    
    NA
    
    
    100
    
    
    
    75
    
    
    
    04101205490000
    
    Marchant 2-6
    
    GAS
    
    Shut In
    
    
    100
    
    
    
    75
    
    
    
    0
    
    
    NA
    
    
    100
    
    
    
    75
    
    
    
    04101205460000
    
    Marys Lake 5-19
    
    GAS
    
    Shut In
    
    
    100
    
    
    
    75
    
    
    
    0
    
    
    NA
    
    
    100
    
    
    
    75
    
    
    
    04101205560000
    
    Wallace 1-17
    
    GAS
    
    P&A
    
    
    80
    
    
    
    60
    
    
    
    0
    
    
    NA
    
    
    80
    
    
    
    60
    
    
    
    04101205630000
    
    Wallace 2-17
    
    GAS
    
    P&A
    
    
    80
    
    
    
    60
    
    
    
    0
    
    
    NA
    
    
    80
    
    
    
    60
    
    
    
    0410120680000
    
    Wallace 3-17
    
    GAS
    
    P&A
    
    
    80
    
    
    
    60
    
    
    
    0
    
    
    NA
    
    
    80
    
    
    
    60
    
    
    
    0410120680100
    
    Wallace 3-17rd
    
    GAS
    
    P&A
    
    
    80
    
    
    
    60
    
    
    
    0
    
    
    NA
    
    
    80
    
    
    
    60
    
    
    
    0410120569000
    
    Wallace 4-17
    
    GAS
    
    Shut In
    
    
    80
    
    
    
    60
    
    
    
    0
    
    
    NA
    
    
    80
    
    
    
    60
    
    
    
    0
  Page 61




---



##### 



Exhibit B
 Field
    
    Knights LandingLessor
    
    Various
 BPO to be Conveyed
    
    
    
    
    
    
    APO to be ConveyedPetra
    
    
    
    BPO
    
    
    BPO
    
    
    BPO
    
    
    
    
    
    
    APO
    
    
    APO
    
    
    APOSymbol
    
    
    
    WI
    
    
    NRI
    
    
    ORRI
    
    
    
    
    
    
    WI
    
    
    NRI
    
    
    ORRIUWI (APINum)
    
    Well Label
    
    Code
    
    Status
    
    %
    
    
    %
    
    
    %
    
    
    PO Balance
    
    
    %
    
    
    %
    
    
    %49-045-29161
    
    202-12
    
    Oil
    
    Shut-in
    
    
    
    
    
    
    
    
    
    
    4.75
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    049-045-29160
    
    201-12
    
    Oil
    
    Shut-in
    
    
    
    
    
    
    
    
    
    
    4.75
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    049-045-29159
    
    103-1
    
    Oil
    
    Conv Inj
    
    
    
    
    
    
    
    
    
    
    4.75
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    049-045-29158
    
    102-12
    
    Oil
    
    Prod
    
    
    
    
    
    
    
    
    
    
    4.75
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    049-045-29157
    
    101-12
    
    Oil
    
    Prod
    
    
    
    
    
    
    
    
    
    
    4.75
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    049-045-29156
    
    301-12
    
    Oil
    
    Prod
    
    
    
    
    
    
    
    
    
    
    4.75
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    049-045-29155
    
    303-1
    
    Oil
    
    Conv Inj
    
    
    
    
    
    
    
    
    
    
    4.75
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    049-045-29154
    
    203-1
    
    Oil
    
    Conv Inj
    
    
    
    
    
    
    
    
    
    
    4.75
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    049-045-29153
    
    11-I-12
    
    Inj
    
    
    
    
    
    
    
    
    
    
    
    
    4.75
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    049-045-29152
    
    12-I-12
    
    Oil
    
    Shut-in
    
    
    
    
    
    
    
    
    
    
    4.75
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    049-045-29151
    
    21-I-12
    
    Oil
    
    Shut-in
    
    
    
    
    
    
    
    
    
    
    4.75
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    049-045-29150
    
    22-I-12
    
    Inj
    
    
    
    
    
    
    
    
    
    
    
    
    4.75
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    049-045-22495
    
    LAK 12-5
    
    Service
    
    Observ
    
    
    
    
    
    
    
    
    
    
    4.75
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    049-045-22494
    
    LAK 12-8
    
    Oil
    
    Observ
    
    
    
    
    
    
    
    
    
    
    4.75
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    049-045-22937
    
    LAK 12-13
    
    Oil
    
    Aband
    
    
    
    
    
    
    
    
    
    
    4.75
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    049-045-22936
    
    LAK 7-1
    
    Oil
    
    Aband
    
    
    
    
    
    
    
    
    
    
    4.75
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    049-045-22934
    
    2-I
    
    Inj
    
    Observ
    
    
    
    
    
    
    
    
    
    
    4.75
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    049-045-22933
    
    1-P
    
    Oil
    
    Prod
    
    
    
    
    
    
    
    
    
    
    4.75
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    049-045-29051
    
    LAK 12-17
    
    Inj
    
    
    
    
    
    
    
    
    
    
    
    
    4.75
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    049-045-22924
    
    LAK 12-12
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4.75
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    049-045-22923
    
    LAK 12-11
    
    Oil
    
    
    
    
    
    
    
    
    
    
    
    
    4.75
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    049-045-22922
    
    LAK 12-9
    
    Oil
    
    
    
    
    
    
    
    
    
    
    
    
    4.75
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    049-045-22921
    
    LAK 12-10
    
    Oil
    
    
    
    
    
    
    
    
    
    
    
    
    4.75
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    049-045-22915
    
    LAK 1-1
    
    Service
    
    
    
    
    
    
    
    
    
    
    
    
    4.75
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    049-045-06774
    
    LAK 12-6
    
    Service
    
    
    
    
    
    
    
    
    
    
    
    
    4.75
    %
    
    $
    150,361.00
    
    
    
    
    
    
    
    
    
    
    
    0
  Page 62




---



##### 



EXHIBIT C
 ALLOCATED VALUES
 Exhibit C
  Allocated Values
Ivanhoe Energy Asset Evaluation
 Midway SunsetKern County, CA001-A
    
    $
    15,013,416002-A
    
    $
    20,557,683012-A Earned
    
    $
    402,079012-A Unearned
    
    $
    147,552013-A
    
    $
    509,054014-A
    
    $
    258,216Total
    
    $
    36,888,000North Salt Creek
    
    $
    525,000Kern County, CAKnights Landing
    
    $
    725,000Sutter and Yolo Counties, CASpraberry Prospect
    
    $
    1,062,000Midland County, TXTOTAL
    
    $
    39,200,000
  Page 63




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##### 



EXHIBIT D
 FORM OF ESCROW AGREEMENT
 Form of Escrow Agreement




---



##### 



Exhibit D
  ESCROW AGREEMENT
 Seneca South Midway LLC Ivanhoe Energy Holdings
Inc. Bank of America, National Association
 RECITALS:
     1.
    
    Creation of Escrow; Escrow Instructions.
 (a)
    
    Appointment of Escrow Agent. Seneca and Ivanhoe hereby appoint the
Escrow Agent to serve in the capacity of an escrow agent in accordance with the terms
and conditions set forth herein, and the Escrow Agent hereby accepts such appointment.
 (b)
    
    Designation of Escrow Account. For purposes of this Agreement, Escrow
Agent hereby designates the account holding the Escrow Funds (hereinafter defined)
pursuant to the terms and conditions of Section 3 hereof as the Seneca-Ivanhoe Escrow
Account (the Escrow Account).
 (c)
    
    Transfers into the Escrow Account. Simultaneously with or promptly
following the execution and delivery of this Agreement, Seneca shall cause the sum of
$2,000,000.00 (Escrow Funds) to be delivered or transferred to the Escrow Agent in
cash or other immediately available funds, for deposit into the Escrow Account. The
Escrow Funds shall
be held by the Escrow Agent upon the terms and conditions hereinafter set forth. The
Escrow Funds, plus all interest and other income earned thereon and received by the
Escrow Agent, less any funds paid in accordance with this Agreement, are collectively
referred to herein as the Escrow Property.
  Page 64




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##### 



(d)
    
    Treatment of Escrow Property. During the term of this Agreement,
unless the Escrow Agent is otherwise jointly directed in writing by Seneca and Ivanhoe,
the Escrow Property shall be held in the type of investment or investment account
specified in Section 3 hereof. The Escrow Agent shall have no responsibility for any
investment losses resulting from the investment, reinvestment or liquidation of the
Escrow Property. Any interest or other income received on such investment and
reinvestment of the Escrow Property shall become part of the Escrow Property and any
losses incurred on such investment and reinvestment of the Escrow Property shall be
debited against the Escrow Property. For tax reporting purposes, all interest and
other taxable income earned on the Escrow Property in any tax year shall be allocated
to Ivanhoe. Ivanhoe agrees that it shall timely report such interest and other taxable
income in accordance with all applicable Federal and/or State tax laws.
 (e)
    
    Distribution of Escrow Property. The Escrow Agent shall hold the
Escrow Property in its possession until notified in writing to disburse the Escrow
Property or any specified portion thereof solely in accordance with this Section 1(e).
Whenever this Section 1(e) requires disbursement, Escrow Agent shall disburse the
appropriate amount of Escrow Property to the appropriate party by wire transfer of
immediately available funds. Any recipient of a transfer of Escrow Property shall be
responsible for providing written wiring instructions to Escrow Agent. Instructions
regarding disbursement of any Escrow Property received after 11:00 a.m. (C.S.T.) will
be treated as if received on the following Business Day. Escrow Agent shall disburse
Escrow Property only upon the occurrence of the following:
 (i)
    
    Disbursement to Ivanhoe. Upon receipt by Escrow Agent and
Seneca of a written notice from Ivanhoe signed by an Ivanhoe representative shown
on Exhibit A hereto, as amended from time to time, stating that (A) the closing
of the transactions contemplated by the Stock Purchase Agreement has not occurred
and that Ivanhoe is entitled to a distribution of the Escrow Property in accordance
with Section 13.03(a) of the Stock Purchase Agreement, or (B) the first anniversary
of the closing of the transactions contemplated by the Stock Purchase Agreement has
occurred and (x) there are no pending disputes or actions as of such date regarding
obligations and liabilities required to be satisfied or discharged by Ivanhoe under
the Stock Purchase Agreement, or (y) specifying any pending disputes or actions as
of such date regarding obligations and liabilities required to be satisfied or
discharged by Ivanhoe under the Stock Purchase Agreement, together with the related
amount in controversy (the Disputed Amounts), then subject to the
provisions of Section 2 below, the Escrow Agent shall disburse to Ivanhoe the full
amount of the Escrow Property or the full amount of the Escrow Property less the
Disputed Amounts, as applicable, as specified in Ivanhoes notice. Escrow Agent
shall conclusively presume that any notice received by it pursuant to this
Subsection 1(e)(i) was simultaneously received by Seneca. Any Disputed Amounts
shall remain in the Escrow Account until fully and finally resolved between Ivanhoe
and Seneca or the disbursement thereof is jointly agreed in writing by Ivanhoe and
Seneca.
  Page 65




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##### 



(ii)
    
    Disbursement to Seneca. Upon receipt by Escrow Agent and
Ivanhoe of a written notice from Seneca, signed by a Seneca representative shown on
Exhibit A hereto, as amended from time to time, stating that (A) the closing of
the transactions contemplated by the Stock Purchase Agreement has not occurred and
that Seneca is entitled to a
distribution of the Escrow Property in accordance with Section 13.03(b) of the Stock
Purchase Agreement, or (B) the first anniversary of the closing of the transactions
contemplated by the Stock Purchase Agreement has occurred and specifying those
obligations and liabilities required to be satisfied or discharged by Ivanhoe under
the Stock Purchase Agreement that have not been fully satisfied or
discharged directly by Ivanhoe, together with the related amount of such obligations
and liabilities (the Claimed Indemnity Amount), then subject to the
provisions of Section 2 below,Escrow Agent shall disburse to Seneca the full amount
of the Escrow Property (in the event of clause (A) above) or the Claimed Indemnity
Amount as specified in Senecas notice. Escrow Agent shall conclusively presume
that any notice received by it pursuant to this Subsection 1(e)(ii) was
simultaneously received by Ivanhoe.
 2.
    
    Objections to Distributions. If Seneca fails to make written objections to
Ivanhoe and the Escrow Agent within a period of ten (10) Business Days, as defined in
Section 20, after Escrow Agents receipt of a notice given by Ivanhoe under Subsection
1(e)(i) above, Seneca shall be deemed to have agreed that the conditions to disbursement in
accordance with Subsection 1(e)(i) have been met and the Escrow Agent will make
disbursement in accordance with Ivanhoes request. Likewise, if Ivanhoe fails to deliver
written objections to Seneca and the Escrow Agent within a period of ten (10) Business Days
after the date upon which Escrow Agent receives a notice from Seneca under Subsection
1(e)(ii) above, Ivanhoe shall be deemed to have agreed that the conditions to disbursement
in accordance with Subsection 1(e)(ii) have been met and the Escrow Agent will make
disbursement in accordance with Senecas request. Seneca and Ivanhoe agree they will not
object to complying requests made by the other party for disbursement of Escrow Property
unless such party has a good faith objection or claim with respect thereto.
 3.
    
    Investment of Funds. Escrow Agent shall hold the Escrow Funds in the Escrow
Account and shall invest and reinvest the Escrow Funds held in the Escrow Account,
including, without limitation, any earnings thereon, in a Bank of America Institutional
Deposit Account. With the execution of this Agreement, the parties acknowledge receipt of
prospectuses and/or disclosure materials associated with the investment vehicle, either
through means of hardcopy or via access to the website associated with the investment
vehicle. The parties hereby acknowledge that investment in money market funds and other
on-deposit investment products are not deposits or obligations of, or guaranteed by, Bank
of America Corporation or any of its affiliates, and are not insured by the FDIC or any
government agency. Investments in money market funds involve investment risks, including
possible loss of the principal amount invested. For more information about money market
funds, including charges and expense, please refer to the prospectus for the fund.
 4.
    
    Administrative Fee. Escrow Agent for performing its obligations under this
Agreement shall be entitled to fees and to reimbursement of expenses, including
reimbursement of reasonable attorney fees, in accordance with the schedule attached hereto
as Exhibit B. The fees and expenses of the Escrow Agent shall be paid one-half by
Ivanhoe and one-half by Seneca.
 5.
    
    No Other Duties. The parties agree that the duties of Escrow Agent are only
such as are herein specifically provided, being purely ministerial in nature, and that so
long as it has acted in good faith the Escrow Agent shall incur no liability whatsoever for
any action taken or omitted by it, or any action suffered by it to be taken or omitted,
except in the event of its willful misconduct or gross negligence.
  Page 66




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##### 



6.
    
    Escrow Agents Consultation with Counsel. The Escrow Agent may consult with
counsel of its own choice and shall have full and complete authorization and protection for
any action taken or suffered by it hereunder in good faith and in accordance with the
opinion of such counsel.
 7.
    
    Reimbursement of Costs and Indemnity. Seneca and Ivanhoe shall jointly and
severally reimburse and indemnify the Escrow Agent, and its directors, officers, employees,
and agents, for, and hold it and each of them harmless against, any and all losses,
liabilities, costs and expenses (including, without limitation, reasonable fees,
disbursements and other charges of counsel incurred by the Escrow Agent in any dispute,
controversy, action or legal proceeding between it and one of the other parties hereto, or
between it and a third party, or pursuant to Section 8 hereof) that are incurred by the
Escrow Agent arising out of or in connection with its acceptance of, or the performance of
its duties and obligations under this Agreement (except those arising out of or as a result
of Escrow Agents willful misconduct or gross negligence) as well as the reasonable costs
and expenses of defending against any claim or liability arising out of or relating to this
Agreement. The foregoing indemnities shall survive the termination of this Agreement and
the resignation or removal of the Escrow Agent.
 8.
    
    Losses Beyond Escrow Agents Control. The Escrow Agent shall have no liability
for indirect, special, incidental or consequential damages or for losses arising from any
cause beyond its control, including, but not limited to, (i) the act, failure or neglect of
any agent or correspondent selected by the Escrow Agent or the parties hereto, (ii) any
delay, error, omission or default connected with the remittance of funds, (iii) any delay,
error or omission or default of any mail, telephone or wireless agency or operator, (iv)
any acts of God or acts of war, and (v) the acts or edicts of any government or
governmental agency or other group or entity exercising governmental powers.
 9.
    
    Escrow Agent Not Charged With Other Agreements. All of the terms and
conditions of and with respect to the Escrow Agents duties and responsibilities are
contained in this Agreement, and the Escrow Agent is not expected or required to be
familiar with the provisions of any other instrument or agreement between Ivanhoe and
Seneca, or anyone else, and shall not be charged with any responsibility or liability in
connection with the observance or nonobservance by anyone of the provisions of any such
instrument or agreement. The Recitals at the beginning of this Agreement are statements
put forth by Seneca and Ivanhoe, and Escrow Agent is not responsible for the truth or
accuracy of such Recitals.
 10.
    
    Certain Other Limitations on Escrow Agent Duties. The Escrow Agent shall have
no duty to enforce any obligation of any person to make any payment or delivery, or to
direct or cause any payment or delivery to be made, or to enforce any obligation of any
person to perform any other act. The Escrow Agent shall be under no liability to the other
parties or to anyone else by reason of any failure on the part of any other party
heretofore, any maker, guarantor, endorser or other signatory of any document or any other
person to perform such persons obligations under any such document.
 11.
    
    Justified Reliance by Escrow Agent. The Escrow Agent may rely conclusively and
shall be protected in acting upon any order, notice, demand, certificate, opinion of
counsel, statement, instrument, report or other paper or other documents (not only as to
its due execution and the validity and effectiveness of its provisions, but also as to the
truth and acceptability of any information contained therein), which is believed by the
Escrow Agent to be genuine and to be signed or presented by the proper person or persons.
  Page 67




---



##### 



12.
    
    Escrow Agent Not Required to Verify Certain Matters. The Escrow Agent shall
not be responsible for the sufficiency or accuracy of the form of, or the execution,
validity, value or genuineness of, any document or property received, held or delivered by
it hereunder, or of any signature or endorsement thereon, or for any lack of endorsement
thereon, or for any description therein; nor shall the Escrow Agent be responsible or
liable to the other parties hereto or to anyone else in any respect on account of the
identity, authority or rights of the persons executing or delivering or purporting to
execute or deliver any document or property or this Agreement. The Escrow Agent shall have
no responsibility with respect to the use or application of any funds or other property
paid or delivered by the Escrow Agent pursuant to the provisions hereof. The Escrow Agent
shall not be liable to the parties hereto or to anyone else for any loss which may be
incurred by reason of any investment of any monies which it holds hereunder.
 13.
    
    Amendment. This Agreement may not be modified, canceled, abrogated or
rescinded without the written consent of all parties hereto. The Escrow Agent shall not be
bound or in any way affected by any notice of any modification, cancellation, abrogation or
rescission of this Agreement, or any fact or circumstances affecting or alleged to affect
the rights or liabilities of any other person, unless the same shall be in writing and
signed by all of the other parties hereto and, if its duties as Escrow Agent hereunder are
affected thereby, unless it shall have given prior written consent thereto.
 14.
    
    Resignation or Termination of Escrow Agent. The Escrow Agent may resign for
any reason upon thirty (30) days written notice to Ivanhoe and Seneca, specifying the date
upon which such resignation shall take effect. In addition, Ivanhoe and Seneca acting
jointly, shall have the right to terminate the appointment of the Escrow Agent by giving it
thirty (30) days written notice of such termination, specifying the date upon which such
termination shall take effect. In the event of the resignation or termination of the
Escrow Agent, upon the expiration of such thirty (30) days notice, the Escrow Agent may
deliver all cash or property in its possession under this Agreement to any successor escrow
agent appointed by Ivanhoe and Seneca; or, if no successor escrow agent has been appointed,
to any court of competent jurisdiction in the State of Texas. Upon either such delivery,
the Escrow Agents obligations hereunder shall cease and terminate and the Escrow Agent
shall be released from any and all liability under this Agreement except as to any causes
of action, if any, that may have accrued against the Escrow Agent. A resignation or
termination under this Section 14 shall in no way change the terms of Section 7 regarding
indemnification. The Escrow Agents sole responsibility from the time of the expiration of
the thirty (30) day notice period set forth above until such termination shall be to keep
safe the Escrow Property and to deliver the same to a successor escrow agent or other third
person designated by the parties or in accordance with the directions of a final order or
judgment of a court of competent jurisdiction.
 15.
    
    Right to Interplead Escrow Property. In the event that the Escrow Agent shall
be uncertain as to its duties or rights hereunder or shall receive instructions from any
party hereto with respect to the Escrow Property which, in its reasonable opinion, are in
conflict with any of the provisions of this Agreement or any instructions received from one
of the other parties to this Agreement, the Escrow Agent shall be entitled to (i) refrain
from taking any action other than to retain the Escrow Property in question until such time
as there has been a final determination of the rights of the parties with respect to the
Escrow Property, or (ii) deposit at any time the Escrow Property into any court of
competent jurisdiction and to commence an action in the nature of interpleader at the cost
and expense of Seneca and Ivanhoe to adjudicate the parties rights thereto. For purposes
of this Section 15, there shall be deemed to have been a final determination of the rights
of the parties with respect to the Escrow Property at such time as any of the parties shall
file with the Escrow Agent (i) an official certified copy of a court order, together with
an opinion of
counsel of the party filing the foregoing, in form and substance acceptable to the Escrow
Agent and its counsel, stating that the court order is a final determination of the rights
of the parties hereto with respect to the Escrow Property in question, that the time to
appeal from said court order has expired without an appeal having been commenced, and that
said court order is binding upon the parties, or (ii) a fully executed agreement or consent
between Ivanhoe and Seneca which provides for disposition of the Escrow Property in
question.
  Page 68




---



##### 



16.
    
    Returned Checks. The Escrow Agent shall have no responsibility to make
collections of any checks returned and not paid for whatever reasons. The party depositing
a check agrees in solido to reimburse the Escrow Agent for any loss and expenses incurred
as a result of checks being returned.
 17.
    
    No Obligation Until Escrow Funds Received. Nothing contained herein shall be
deemed to obligate the Escrow Agent to pay or transfer any monies hereunder unless and
until such funds are received by the Escrow Agent.
 18.
    
    Termination. This Agreement shall terminate upon the Escrow Agents
disbursement of all Escrow Property pursuant to the terms of this Agreement.
 19.
    
    Notices. Except as provided below, all notices permitted or required by this
Agreement shall be in writing and shall be deemed to have been received (a) immediately if
sent by facsimile transmission (with a confirming copy sent the same Business Day by
registered or certified mail), or by hand delivery (with signed return receipt), (b) the
next Business Day if sent by nationally recognized overnight courier or (c) the second
following Business Day if sent by registered or certified mail, in any case to the
respective addresses as follows:
  If to Seneca:
    
    Seneca South Midway LLCc/o Seneca Resources Corporation1201 Louisiana, Suite 400Houston, Texas 77002Attention: ControllerTelephone: (713) 654-2673Facsimile: (713) 654-2669If to Ivanhoe:
    
    Ivanhoe Energy Holdings Inc.Suite 654, 999 Canada PlaceVancouver, Canada V6C 3E1Attention: Corporate SecretaryTelephone: (604) 688-8323Facsimile: (604) 682-2060If to Escrow Agent:
    
    Bank of America, National AssociationLaSalle Global Trust Services135 South LaSalle StreetIL4-135-18-23Chicago, Illinois 60603Attention: Anna Vacca
Telephone: (312) 904-1838Facsimile: (312) 904-0990
  Page 69




---



##### 



20.
    
    Miscellaneous.
 (a)
    
    The provisions of this Agreement, and all the rights and obligations of the
parties hereunder, shall be governed by, construed and enforced in accordance with the
laws of the State of Texas, but without regard to any conflict of laws provisions that
would direct the application of the laws of another jurisdiction.
 (b)
    
    The parties hereby consent to the jurisdiction of any State or Federal Court
located in Houston, Texas, and irrevocably agree that all actions or proceedings
arising out of or relating to this Agreement shall be litigated in such courts. The
parties accept generally and unconditionally the exclusive jurisdiction of the
aforesaid courts and waive any defense of forum non conveniens, and irrevocably agree
to be bound by any judgment rendered thereby in connection with this Agreement. The
parties further hereby waive any right to a trial by jury with respect to any lawsuit
or judicial proceeding arising or relating to this Agreement.
 (c)
    
    As used in this Agreement, Business Day means a day other than a Saturday,
Sunday, or other day when banking institutions in Chicago, Illinois are authorized or
required by law or executive order to be closed.
 21.
    
    Successors and Assigns. This Agreement shall inure to the benefit of, and the
obligations created thereby shall be binding upon, the successors and assigns of the
parties hereto, subject to the restrictions set out in Section 22.
 22.
    
    Assignment and Delegation. Except as otherwise provided herein, no assignment
or attempted assignment of this Agreement or of any right, interest, duty or obligation
hereunder shall be effective without the written consent of Ivanhoe, Seneca and the Escrow
Agent. Any assignment of rights or interests, or delegation of duties or obligations,
under this Agreement by a party hereto without the prior written consent of the other
parties hereto, if such consent is required hereby, shall be void. Except as otherwise
provided herein, the remedies provided herein will be cumulative and will not preclude the
assertion by any of the parties of any rights or the seeking of any other remedies against
the other parties. Any bank or corporation into which the Escrow Agent may be merged or
with which it may be consolidated, or any bank or corporation to whom the Escrow Agent may
transfer a substantial amount of its escrow business, shall be the successor to the Escrow
Agent without the execution or filing of any paper or any further act on the part of any of
the parties, anything herein to the contrary notwithstanding. Escrow Agent shall, however,
provide Ivanhoe and Seneca with prompt written notice of any such occurrence.
 23.
    
    Representations of Parties Other than Escrow Agent. Ivanhoe and Seneca
represent and warrant to the Escrow Agent respectively that (i) they are duly authorized to
enter into this Agreement and the transactions contemplated hereunder, (ii) this Agreement
is a valid and binding obligation and does not conflict with, violate or cause a default
under any provisions of federal or state law or any order, decree, license, permit or the
like or any other agreement or instrument to which they are a party or by which they are
bound, and (iii) the officer or officers signing this Agreement on their behalf are duly
authorized to do so.
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24.
    
    Patriot Act Compliance. To help the government fight the funding of terrorism
and money laundering activities, Federal law requires all financial institutions, including
Escrow Agent, to obtain, verify and record information that identifies each person/entity
opening an account. For this account, Escrow Agent has required and received the principal
name and address of each party, taxpayer identification number, and other information, such
as certified articles of incorporation, a government-issued business license, a partnership
agreement, and annual report filed with the Secretary of State (or equivalent), or a trust
agreement, that allows the Escrow Agent to identify the parties to the Agreement.
 25.
    
    Entire Agreement; Waiver. This Agreement constitutes the entire understanding
and agreement of the parties hereto with respect to the subject matter described herein and
supersedes all prior agreements or understandings, written or oral, between the parties
with respect thereto; provided, however, that as between Ivanhoe and Seneca, their
obligations to one another under this Agreement are in addition to their obligations under
the Stock Purchase Agreement and any other closing documents executed pursuant thereto, to
the extent pertaining to the subject matter of this Agreement. The waiver by any party
hereto of a breach of any provision of this Agreement shall not operate or be construed as
a waiver of any subsequent breach.
 26.
    
    Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall not affect the validity or enforceability of any
other provision in such jurisdiction or the validity or enforceability of such provision in
any other jurisdiction.
 27.
    
    Transfer and Related Taxes. Ivanhoe shall pay or reimburse the Escrow Agent
upon request for any transfer taxes or other taxes relating to the Escrow Property incurred
in connection herewith and shall indemnify, defend and hold harmless the Escrow Agent from
any amounts that it is obligated to pay in the way of such taxes. Any payments of income
from the Escrow Account shall be subject to withholding regulations then in force with
respect to United States taxes. Seneca and Ivanhoe will provide the Escrow Agent with
appropriate W-9 forms for tax identification number certifications. It is understood that
the Escrow Agent shall be responsible for income reporting only with respect to income
earned on the Escrow Property and will not be responsible for any other reporting.
Notwithstanding the foregoing, Escrow Agent shall not be required to prepare and file IRS
Forms 1099 so long as Seneca and Ivanhoe are, respectively, exempt recipients for
informational reporting purposes. This Section 27 shall survive notwithstanding any
termination of this Agreement or the resignation or removal of the Escrow Agent.
 28.
    
    Counterparts. This Agreement may be executed by the parties hereto
individually or in one or more counterparts, each of which shall be an original and all of
which shall together constitute one and the same agreement.This Agreement, signed and
transmitted by facsimile machine or pdf file, is to be treated as an original document and
the signature of any party hereon, if so transmitted, is to be considered as an original
signature, and the document so transmitted is to be considered to have the same binding
effect as a manually executed original.
 29.
    
    Headings. The headings used in this Agreement are for convenience only and
shall not constitute a part of this Agreement.
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30.
    
    No Third Party Beneficiaries. This Agreement constitutes a contract solely
among the parties by which it has been executed and is enforceable solely by the parties by
which it
has been executed and no other persons. It is the intention of the parties hereto that this
Agreement may not be enforced by a third party beneficiary or any similar basis.
 31.
    
    Arbitration. Any claim against Escrow Agent arising out of or relating to this
Agreement shall be settled by arbitration in accordance with commercial rules of the
American Arbitration Association (AAA). Arbitration proceedings conducted pursuant to
this Section 31 shall be held in Houston, Texas.
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IVANHOE ENERGY HOLDINGS INC.Date: June 16, 2009
    
    By:
    
    Gordon LancasterName:
    
    Gordon LancasterTitle:
    
    PresidentSENECA SOUTH MIDWAY LLCDate: June 16, 2009
    
    By:
    
    Cindy D. WilkinsonName:
    
    Cindy D. WilkinsonTitle:
    
    TreasurerBANK OF AMERICA, NATIONAL ASSOCIATIONDate: June 16, 2009
    
    By:
    
    Steven CieslewiczName:
    
    Steven CieslewiczTitle:
    
    Vice President
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EXHIBIT A
 To Escrow Agreement dated June 16, 2009 by and between Seneca South Midway LLC, Ivanhoe Energy
Holdings Inc. and Bank of America, National Association
 Designation of Ivanhoe and Seneca Representatives
 1.
    
    Ivanhoe Designated Representative:
 
 2.
    
    Seneca Designated Representative:
 
  Page 74




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EXHIBIT B
 To Escrow Agreement dated June 16, 2009 by and between Seneca South Midway LLC, Ivanhoe Energy
Holdings Inc. and Bank of America, National Association
 ESCROW AGENT
SCHEDULE OF FEES
 Acceptance Fee:
    
    $
    WAIVED
    *Annual Administration Fee:
    
    $
    2,500.00
    *Wire Transfers
    
    $
    20.00 eachCheck Preparation and Mailing
    
    $
    25.00 each1099 Preparation and Reporting
    
    $
    5.00 each ($250 annual minimum if any 1099 reports required for account
    )
 THE FIRST YEARS ANNUAL ADMINISTRATION FEE IN THE AMOUNT OF $2,500 IS DUE UPON EXECUTION OF THE
ESCROW AGREEMENT.
 *
    
    Should the Escrow Account remain open for less than a full year after an initial twelve-month
period, the Annual Administration Fee will be prorated on a six-month basis.Any investment transaction not in a money market fund or a Bank of America Institutional Deposit
Account will incur a $150.00 per transaction fee. The parties to the agreement understand and
agree that the Escrow Agent may receive certain revenue on certain mutual fund investments. These
revenues take one of two forms:Shareholder Servicing Payments: Escrow Agent may receive Shareholder Servicing Payments as
compensation for providing certain services for the benefit of the Money Market Fund Company.
Shareholder Services typically provided by Bank of America include the maintenance of shareholder
ownership records, distributing prospectuses and other shareholder information materials to
investors and handling proxy-voting materials. Typically Shareholder Servicing payments are paid
under a Money Market Funds 12b-1 distribution plan and impact the investment performance of the
Fund by the amount of the fee. The shareholder servicing fee payable from any money market fund is
detailed in the Funds prospectus that will be provided to you.Revenue Sharing Payments: Escrow Agent may receive revenue sharing payments from a Money Market
Fund Company. These payments represent a reallocation to Escrow Agent of a portion of the
compensation payable to the fund company in connection with your accounts money market fund
investment. Revenue Sharing payments constitute a form of fee sharing between the fund company and
Escrow Agent and do not, as a general rule, result in any additional charge or expense in
connection with a money market fund investment, are not paid under a 12b-1 plan, and do not impact
the investment performance of the Fund. The amount of any revenue share, if any, payable to Escrow
Agent with respect to your accounts investments is available upon request.All out-of-pocket expenses will be billed at the Escrow Agents cost. Out-of-pocket expenses
include, but are not limited to, professional services (e.g. legal or accounting), travel expenses,
telephone and  Page 75




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facsimile transmission costs, postage (including express mail and overnight delivery charges), and
copying charges.  Page 76




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Schedule 1.02
  Excluded Assets
 Licenses, Leases and Contracts
 ADP
    
    HR / Payroll SoftwarePROPHIX
    
    Budget Forecasting Financial SoftwareOGSYS
    
    Land and Accounting Database SoftwareBANKING
    
    Check Scanning and Deposit SoftwareFIN TOOLS
    
    Financial Reporting SoftwareDSS
    
    Oil and Gas Production Tacking and Reporting SoftwarePetra
    
    Geologic Mapping SoftwarePetra Seis
    
    Seismic Mapping SoftwareLOGPLOT 7
    
    Plotting and Digitizing Routine for Well LogsNeuraScan
    
    Well Log Scanning SoftwareHIS Software and Data
    
    Geologic Data Purchase ContractPI / Dwights West Coast / Alaska Well Data
    
    Geologic Data Purchase ContractPacSeis
    
    PacSeis, Inc. Data Licence and Confidentiality Agreement PacSeis, Inc. Seismic Data Transfer & Exchange AgreementTelephone and Cell Phone Contracts
    
    AT&T, Verizon, Sprint, Stockdale CommunicationInternet Service Provider
    
    Kern Internet   Primary and Backup Internet Service ProvidersAdvanced Data Storage
    
    Offsite Data StorageStockdale Tower Building Lease
    
    Office LeasePhotocopier Machine Leases
    
    Office Copier LeaseIndependent Consultants Agreements
    
    Rosalee GiardanoRoger Narinian
    Page 77




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Page 78




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##### 



Schedule 5.03
  Capitalization
    Page 79




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##### 



Schedule 5.04
  Preferential Rights to Purchase
   Page 80




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##### 



Schedule 5.07(a)
  Undisclosed Liabilities  General
   Page 81




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##### 



Schedule 5.07(b)
  Undisclosed Liabilities  Indebtedness
   Page 82




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##### 



Schedule 5.09
  Legal Proceedings
   Page 83




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##### 



Schedule 5.12
  Tax Matters
   Page 84




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##### 



Schedule 5.13
  Material Contracts
 AERA EXPLORATION PROSPECTS
  BELGIAN ANTICLINE
  KNIGHTS LANDING PROSPECT
  NORTH SALT CREEK
    NORTH YOWLUMNE
  SOUTH MIDWAY PROSPECT
  
    Page 85




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APACHE
  SPRABERRY
   Page 86




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Schedule 5.15(c)
  Benefit Plans
 401(k) PLAN
 
    
    100% MATCH STARTING IN 2006
 
    
    EMPLOYEE MAY CONTRIBUTE MAXIMUM ALLOWED BY LAW PER YEAR
 
    
    100% VESTING AFTER 2 YEARS OF SERVICE (1 YR OF SERVICE EQUALS 1,000 HRS)
 
    
    ELIGIBLE TO ENROLL AT THE START OF THE 1ST QTR AFTER A 90 DAY WAIT PERIOD
 MEDICAL INSURANCE (1)
 
    
    BLUE CROSS OF CALIFORNIA PPO
 
    
    EMPLOYEE COVERAGE $64/MO
 
    
    EMPLOYEE + CHILDREN COVERAGE $86/MO
 
    
    EMPLOYEE + SPOUSE COVERAGE $152/MO
 
    
    EMPLOYEE + FAMILY COVERAGE $149/MO
 
    
    EMPLOYEE SHARE OF PREMIUM DEDUCTIBLE ON A PRE TAX BASIS
 VISION INSURANCE
 
    
    VSP
 
    
    NO COST FOR EMPLOYEE OR SPOUSAL COVERAGE
 DENTAL INSURANCE
 
    
    RELIANCE STANDARD
 
    
    EMPLOYEE COVERAGE $6/MO
 
    
    EMPLOYEE + CHILDREN COVERAGE $13/MO
 
    
    EMPLOYEE + SPOUSE COVERAGE $13/MO
 
    
    EMPLOYEE + FAMILY COVERAGE $21/MO
 
    
    EMPLOYEE SHARE OF PREMIUM DEDUCTIBLE ON A PRE TAX BASIS
 LONG TERM DISABILITY INSURANCE
 
    
    RELIANCE STANDARD
 
    
    60% OF FIRST $4,000 PLUS 50% OF NEXT $15,200 MONTHLY SALARY
 
    
    MAXIMUM MONTHLY BENEFIT $10,000
 
    
    NO COST TO EMPLOYEE
 LIFE INSURANCE
 
    
    RELIANCE STANDARD
 
    
    TWO TIMES ANNUAL SALARY
 
    
    NO COST TO EMPLOYEE
  Page 87




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VOLUNTARY ACCIDENTAL DEATH & DISMEMBERMENT
 
    
    RELIANCE STANDARD
 
    
    TWO TIMES ANNUAL SALARY
 
    
    NO COST TO EMPLOYEE
  Page 88




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Schedule 5.19
  Insurance
 Line of Coverage
    
    Insurer
    
    Layer
    
    Limit

    
    Deductible
    
    
    ExpiresControl of well
    
    Lloyds
    
    Primary
    
    $3MM
    
    $
    100M
    
    
    
    3/31/2010General liability
    
    Ace American Ins. Co.
    
    Primary
    
    $2MM
    
    $
    10M
    
    
    
    3/31/2010Excess liability
    
    Ace Property and Casualty Ins. Co.
    
    1st
    
    $25MM
    
    $
    25M
    
    
    
    3/31/2010Excess liability
    
    Westchester Fire Ins. Co.
    
    2nd
    
    $25MM
    
    
    
    
    
    
    3/31/2010Auto liability (Hired and non-owned)
    
    Ace American Ins. Co.
    
    Primary
    
    $1 MM
    
    
    
    
    
    
    3/31/2010Workers Comp
    
    Travelers
    
    Primary
    
    Statutory
    
    
    
    
    
    
    12/31/2009Employers liability
    
    Travelers
    
    Primary
    
    $1 MM
    
    
    
    
    
    
    12/31/2009Auto liability
    
    Progressive
    
    Primary
    
    $1 MM
    
    
    
    
    
    
    1/30/2010Employee Benefits Liability
    
    Ace American Ins. Co.
    
    Primary
    
    $1 MM
    
    $
    1M
    
    
    
    3/31/2010
 Note:
   Page 89




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Schedule 10.02(a)(i)
  Certain Purchase Price Adjustments
   Page 90




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Schedule 11.02
  Gas Imbalances
   Page 91