Exhibit 10.4


        

        PARTICIPATION
        AGREEMENT

        

        between

        





        APACHE
        CORPORATION

        

        and

        

        RIDGEWOOD
        ENERGY
CORPORATION

        





        SOUTH TIMBALIER
        BLOCK 287

        

        OCS-G
        24987

        

        GULF OF
        MEXICO



        



        PARTICIPATION
        AGREEMENT

        SOUTH TIMBALIER BLOCK 287

        OCS-G 24987

        GULF OF MEXICO

        

        This Participation
        Agreement (“Agreement”) is made and entered into effective as of the
        15th day of November, 2007, (the “Effective Date”), by and between
        Apache Corporation (“Apache”) and Ridgewood Energy Corporation
        (“Ridgewood”), sometimes hereinafter referred to collectively as the
        “Parties” and individually as “Party”.

        

        
        WITNESSETH:

        

        WHEREAS, the
        Parties have entered into that certain letter agreement dated October 5, 2007, that
        provides, among other things, for the execution of this Agreement and Ridgewood’s
        participation in the South Timbalier 287, OCS-G 24987 #A-8 Well (“Initial Test
        Well”); and

        

        WHEREAS,
        Pursuant to Magnum Hunter Production Inc.‘s (“Magnum Hunter”)
        election to farm out pursuant to that certain Option Agreement dated August 20, 2007, by
        and between Apache and Magnum Hunter, Apache has entered into that certain farmout
        agreement dated November 7, 2007 (“Farmout Agreement”), by and between
        Apache and Magnum Hunter. Ridgewood ratified and accepted the Farmout Agreement by
        agreement dated November 15, 2007, thereby providing for Ridgewood’s assumption of
        all rights, duties, interests, and obligations arising thereunder. Pursuant to the terms
        and conditions of the Farmout Agreement, the Parties desire to drill the Initial Test Well
        in an effort to earn an assignment of Magnum Hunter’s interest in the Lease (as
        defined below in Article 1);

        

        NOW,
        THEREFORE, in consideration of the mutual covenants and agreements herein contained,
        the Parties agree as follows:

        

        ARTICLE
        1
        
 Definitions

        

        Affiliate means a
        legal entity that Controls, or is Controlled by, or that is Controlled by an entity that
        Controls, a Party.

        

        Authorization for Expenditure
        (AFE) means an authorization to expend funds that estimates costs to be incurred
        for an operation pursuant to the Operating Agreement, defined below.

        

        Casing
        Point means that point in time after the contract depth has been reached in
        drilling the Initial Test Well, as hereinafter defined, said well has been fully evaluated
        by the running of such logs and conducting such other open-hole evaluation as Apache
        recommends together with such other evaluations as the Parties hereto may deem appropriate,
        and after the results of said logs and open-hole evaluation are known and delivered to the
        Parties hereto, and a decision is made to attempt to complete or deepen the Initial Test
        Well or to plug and abandon the well. However, should the decision be to plug and abandon
        the well, it shall be deemed not to have reached Casing Point until all operations are
        complete with respect to the plugging and abandoning of the Initial Test Well.

        
        

        


        
        Control means the
        ownership directly or indirectly of fifty percent (50%) or more of the voting rights in a
        legal entity. Controls, Controlled by, and other derivatives
        shall be construed accordingly.

        

        Ground Floor
        Interest has the meaning ascribed to it in Article 2.2.

        

        Gulf Coast
        Conditions has the meaning ascribed to it in Article 5.6.

        

        Effective
        Date has the meaning ascribed to it in the preamble.

        

        Evaluation
        Datameans geological or geophysical data and other data and information relating to
        a Prospect including, without limitation, all relevant geological and geophysical
        interpretations and information, including reports, interpretations, models, maps, and all
        specialty processing and analysis of seismic data, and may also include commercial,
        contractual, and financial information.

        

        Farmout
        Agreement has the meaning ascribed to it in the preamble.

        

        Force
        Majeure means an act of God, strike, lockout, or other industrial disturbance, act
        of the public enemy, war, blockade, public riot, lightning, fire, storm, flood, or other
        act of nature, explosion, governmental action or restraint, unavailability of equipment,
        and any other cause, whether of the kind specifically enumerated above or otherwise, that
        is not reasonably within the control of the Party claiming suspension. It is, however,
        expressly agreed that promptness of performance is of the essence under this Agreement and
        that every reasonable effort will be made by the Parties to avoid delay or suspension of
        any work or acts to be performed under this Agreement. The requirement that the Force
        Majeure be remedied with all reasonable dispatch shall not require a Party to settle
        strikes or other labor difficulties.

        

        Initial Test
        Well is set out in the Preamble as the South Timbalier 287, OCS-G 24987 #A-8
        Well.

        

        Lease
        means OCS-G 24987 dated effective May 1, 2003, between the United States of America, as
        Lessor, Farmor, as Leasee, covering all of Block 287, South Timbalier Area, South Addition,
        OCS Leasing Map, Louisiana Map No, 6A, containing 5,000 acres, more or less.

        

        Net Revenue
        Interest means the Working Interest, less Lessor’s royalty interest and other
        applicable burdens (including Farmor’s retained ORRI as set forth in the Farmout
        Agreement), proportionately reduced.

        

        Operating
        Agreement has the meaning ascribed to it in Article 3.

        

        Objective Depth has
        the meaning ascribed to it in Article 4.1.

        

        Production Handling
        Agreement has the meaning ascribed to it in Article 2.7.

        

        
        Prospect means, in
        general, a geologic structural, stratigraphic trap, or combination thereof that is believed
        to have the potential for accumulations of Hydrocarbons in commercial quantities. Further,
        the Prospect means, specifically as it relates to this Agreement, the South Timbalier 287
        Prospect presented to Ridgewood on August 24, 2007, which encompasses South Timbalier Block
        287, the Southeast Quarter (SE/4) of South Timbalier Block 288, portions of South Timbalier
        Block 308, and Ewing Bank Block 785.

        
        

        


        Prospect Area means
        the geographic area encompassing the Prospect.

        

        Promoted Interest has
        the meaning ascribed to it in Article 2.2.

        

        Substitute Well has
        the meaning ascribed to it in Article 5.6.

        

        Working Interest means
        the undivided interest of a Party, expressed as a percentage of the total interests of all
        Parties, in the rights and obligations derived from this Agreement and also means the
        undivided interest of a Party, expressed as a percentage of the total interests of all
        Parties, in the rights and obligations in and to a Lease.

        

        ARTICLE
        2

        Assignment and
        Assumption of Rights

        

        
        2.1    In exchange for
        the consideration stated herein, Apache hereby agrees to assign and transfer to Ridgewood,
        concurrent with the execution of this Agreement, and Ridgewood hereby agrees to accept, an
        assignment of twenty-five percent (25%) of Apache’s one hundred percent (100%)
        Working Interest rights in the Lease (those right granted pursuant to the Farmout
        Agreement), together with a corresponding Net Revenue Interest associated with each
        Party’s respective Working Interest.

        

        
        2.2    Working Interests
        for the Initial Test Well, or any Substitute Well to that point in time when Casing Point
        has been reached in such well or to such point in time that one hundred ten percent (110%)
        of the costs associated with drilling AFE to Casing Point have been expended, whichever is
        the earlier (“Promoted Interest”), shall be:


	 	 	
           Apache:
	 	60
	 %
	 	 	 
	 	 	Ridgewood:
	 	40
	%
	 	 	 
	 	 	Total:
	 	100
	%
	 	 	 






        Working Interests
        for the Initial Test Well, or any Substitute Well , after that point in time when Casing
        Point has been reached in such well or to such point in time that costs in such well have
        exceeded one hundred ten percent (110%) of the drilling AFE to Casing Point, whichever is
        the earlier (“Ground Floor Interest”):


	 	 	
           Apache:
	 	75
	 %
	 	 	 
	 	 	Ridgewood:
	 	25
	%
	 	 	 
	 	 	Total
	 	100
	%
	 	 	 









        
        

        


        2.3    Working Interests for the mobilization and
        demobilization of the rig used to drill the Initial Test Well shall be:




	 	 	
           Apache: 
	 	60
	 %
	 	 	 
	 	 	Ridgewood:
	 	40
	%
	 	 	 
	 	 	Total: 
	 	100
	%
	 	 	 





        

        
        2.4    For the purposes
        of Article 2, Apache shall provide Ridgewood a final AFE for the estimated cost of drilling
        of the Initial Test Well (inclusive of the estimated cost to plug and abandon such well in
        the event that is unsuccessful), at least thirty (30) days prior to the actual spud of the
        Initial Test Well. Additionally, Apache shall provide an AFE for the estimated costs of
        mobilization and demobilization of the rig that will be utilized to drill the Initial Test
        Well within fifteen (15) days of contracting the rig. In the event that the drilling AFE
        exceeds twenty-eight million dollars ($28,000,000), the Promoted Interest of Ridgewood
        would revert to a Ground Floor Interest once one hundred ten percent (110%) of the
        twenty-eight million dollars ($28,000,000) is expended. As to the mobilization and
        demobilization of the rig used to drill the Initial Test Well, the interest of the Parties
        will be as provided in Article 2.3 above, until such time as costs for the mobilization and
        demobilization exceed eight million dollars ($8,000,000), at which time the interest will
        revert to the Ground Floor Interest.

        

        
        2.5    Apache shall have
        the option to cash call, and Ridgewood would have the obligation to pay within fifteen (15)
        days of receipt of Apache’s cash call, one hundred percent (100%) of
        Ridgewood’s share of the cost and expense associated with the drilling AFE; however,
        in no such event shall Apache cash call Ridgewood prior to the date Apache has entered into
        a drilling contract for the drilling of the Initial Test Well. However, should Apache cash
        call Ridgewood for any portion of Ridgewood’s share of the drilling AFE on having
        entered into a drilling contract, and if Apache fails to spud the Initial Test Well within
        three (3) months of said cash call, then Apache shall owe and pay to Ridgewood interest on
        the cash call amount. The interest-only payment shall be due and payable to Ridgewood
        within fifteen (15) days after the expiration date of said three (3) month period provided
        for above. Interest will continue to accumulate and be due and payable thereafter for every
        additional three (3) month period the Initial Test Well remains undrilled. The interest
        rate shall be equal to that rate provided for in Article 1 Section 3 of the COPAS attached
        to the Operating Agreement.

        

        
        2.6    Within ten (10)
        days of notification by Apache that a platform rig has been offloaded onto Apache’s
        South Timbalier 308 A Platform, Ridgewood shall pay to Apache a one-time slot fee of five
        hundred thousand dollars ($500,000) proportionately reduced to Ridgewood’s Ground
        Floor Interest, that being a net sum of one hundred twenty-five thousand dollars
        ($125,000).

        

        
        2.7    Ridgewood and
        Apache further agree that Ridgewood will not be required to contribute to any capital
        expenditures associated with the facility for modifications or upgrades thereto, other than
        those costs directly associated with a new separator for the Initial Test Well and the
        hook-up of the Initial Test Well, but in lieu thereof, will be subject to and charged
        processing fees, those being of $0.15/mcf for gas, $1.00/bbl for oil and condensate,
        $1.00/bbl for water, $0.075/mcf per stage of compression, and a monthly contract operating
        fee of $10,000 for the first well and $5,000 for each additional well. Such fees shall be
        incorporated into a mutually agreed to production handling agreement (“Production
        Handling Agreement”) . Said Production Handling Agreement will be executed within ten
        (10) days of the execution of this Agreement.

        
        

        


        

        ARTICLE
        3

Operating
        Agreement

        

        Within ten (10) days
        of the execution of this Agreement, the Parties shall execute an offshore operating
        agreement (“Operating Agreement”) which shall name Apache as operator. The
        Operating Agreement shall be in substantially the same form as that offshore operating
        agreement entered into by Apache and Ridgewood effective July 24, 2006, which now governs
        operations on portions of South Pelto Blocks 2 and 9, with such other terms and conditions
        as the Parties may agree. All operations conducted pursuant to this Agreement shall be
        governed by the terms and provisions of said Operating Agreement.

        

        ARTICLE
        4

Initial Test
        Well

        

        
        4.1    The Initial Test
        Well will be drilled from a surface location on Apache’s South Timbalier 308 A
        Platform to a bottomhole location on the Lease, pursuant to the well plan attached hereto
        as Exhibit “A” and to a depth sufficient to test the lowest Catinaster coalitus
        Sand as seen in the ST 308 #A-3 with top of sand at 20,750’ MD/19,604’ TVD and
        base at 20,868’ MD/19,720’ TVD (“Objective Depth”).

        

        
        4.2    Apache will plan
        to enter into a contract for the platform rig to be utilized for the drilling of the
        Initial Test Well on or before December 1, 2007. Should Apache fail to contract the
        platform rig by such date, then at Ridgewood’s sole election, its participation
        commitment may be terminated immediately with no continuing liability obligation or penalty
        to either Party. For avoidance of doubt, in the event Apache fails, for any reason to
        contract the platform rig by December 1, 2007, Ridgewood’s sole remedy against Apache
        will be to terminate this Agreement and Ridgewood hereby waives any and all claims and
        damages of every kind whatsoever resulting from Apache’s failure to enter into a
        drilling contract on or before December 1, 2007.

        

        
        4.3    Subject to
        permitting, rig availability, and events of Force Majeure, Apache shall use all
        commercially reasonable efforts to commence operations on the Initial Test Well within
        ninety (90) days of the Effective Date hereof.

        

        
        4.4    In the event
        operations for the Initial Test Well are not commenced by Apache or another third party
        within ninety (90) days of the Effective Date hereof other than for reasons attributable to
        permitting, rig unavailability, or Force Majeure or if Apache is not the operator, then
        Ridgewood may, within thirty (30) days following such ninety (90) day period, elect to
        terminate this Agreement immediately with no continuing liability obligation or penalty to
        either party and Ridgewood hereby waives any and all claims and damages of every kind
        whatsoever arising out of this Agreement.

        
        

        


        
        4.5    Apache shall
        provide Ridgewood with copies of all well information from the Initial Test Well as
        required under the Operating Agreement.

        

        
        4.6    In the event the
        Initial Test Well does not reach the Objective Depth because of mechanical difficulties or
        Gulf Coast Conditions (i.e. rock salt, heaving shale, excessive water flow, depleted sands,
        excessive pressure, base or other impenetrable matter) that prevent the operator from
        drilling the Initial Test Well to the Objective Depth, the Parties hereto, pursuant to the
        Operating Agreement, may cause the drilling of a substitute well (hereinafter
        “Substitute Well”) on or before ninety (90) days following the plugging and
        abandonment of the Initial Test Well (or plugging back in the case of a proposed
        sidetrack). As between the Parties hereto, any Substitute Well shall require the
        concurrence of one (1) or more of said Parties with at least fifty percent (50%) Working
        Interest, proportionately reduced, and shall be drilled to target the same objective as the
        Initial Test Well. If the Parties elect to drill a Substitute Well, then the consideration
        to be paid in accordance with the Promoted Interest, provided for in Article 2.2 hereof,
        shall be carried over to the Substitute Well, but the Promoted Interest limitation provided
        for in Article 2.2 and Article 2.4 shall remain in effect.

        

        ARTICLE
        5

        Representations and
        Warranties


        5.1    Ridgewood makes the following representations and
        warranties to Apache as of the Effective Date:


        	
                A. 	
                  	
                    There
                    are no material claims, demands, actions, suits, governmental inquiries, or
                    proceedings pending, or to Ridgewood’s knowledge, threatened, against
                    Ridgewood that would have an adverse effect on the consummation of the
                    transactions contemplated by this Agreement.

                


        

        

        	
                B. 	
                  	
                    Ridgewood
                    has sufficient cash, available lines of credit, or other sources of immediately
                    available funds to enable it to fulfill all its obligations under this
                    Agreement.

                


        

        

        	
                C. 	
                  	
                    Each Party
                    represents and warrants that it is duly qualified with the Minerals Management
                    Service to do business in the Outer Continental Shelf.

                


        

        

        	
                D. 	
                  	
                    Ridgewood
                    has the technical capability, personnel, and resources to fulfill its
                    obligations under this Agreement.

                



        

        5.2    The Parties make the following representations and
        warranties to each other as of the Effective Date:
        


        	
                A. 	
                  	
                    Such Party
                    is duly organized and validly existing under the laws of the state where it is
                    organized;

                


        

        

        	
                B. 	
                  	
                    Such Party
                    has all requisite corporate power and authority to enter into this Agreement,
                    to perform its obligations hereunder, and to consummate the transactions
                    contemplated hereby; and

                


        

        

        	
                C. 	
                  	
                    This
                    Agreement has been duly executed and delivered by each Party and constitutes a
                    legal, valid, and binding obligation of each Party, enforceable against each
                    Party in accordance with its terms.

                


        

        
        
        

        


        
        5.3    APACHE MAKES
        NO REPRESENTATION OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE QUALITY, ACCURACY, AND
        COMPLETENESS OF THE INFORMATION INCLUDED IN THE PROSPECT PRESENTATION OR ANY OTHER
        EVALUATION DATA FURNISHED BY APACHE TO RIDGEWOOD, AND RIDGEWOOD EXPRESSLY ACKNOWLEDGES THE
        INHERENT RISK OF ERROR IN THE ACQUISITION, PROCESSING, AND INTERPRETATION OF GEOLOGICAL AND
        GEOPHYSICAL DATA. APACHE AND ITS AFFILIATED COMPANIES, THEIR OFFICERS, DIRECTORS, AND
        EMPLOYEES SHALL HAVE NO LIABILITY WHATSOEVER WITH RESPECT TO THE USE OF OR RELIANCE ON THE
        EVALUATION DATA BY RIDGEWOOD OR ITS REPRESENTATIVE.

        

        ARTICLE
        6

        Confidentiality

        

        The Evaluation Data covering the
        Prospect Area will be subject to the terms and provisions of the Confidentiality Agreement
        dated August 24, 2007.

        

        ARTICLE
        7

         Governing
        Law

        

        
                The
        substantive law of the State of Texas, exclusive of any conflicts of laws principles that
        could require the application of any other law, shall govern this Agreement for all
        purposes, including the resolution of disputes between or among Parties; provided, however,
        that no law, theory, or public policy shall be given effect which would undermine,
        diminish, or reduce the effectiveness of the waiver of damages contained within this
        Agreement, it being the express intent, understanding, and agreement of the Parties that
        such waiver is to be given the fullest effect, notwithstanding the negligence (whether
        sole, joint or concurrent), gross negligence, willful misconduct, strict liability or other
        legal fault of Party.

        

        ARTICLE
        8

Notices

        

        Notice by one (1)
        Party to another under this Agreement shall be in writing and shall be delivered by hand,
        registered mail, overnight mail, or facsimile to the respective Party at the address or
        facsimile number shown below, or such other address or facsimile number as a Party may
        designate by notice to the other Party, and shall be deemed to be delivered only when
        received by the Party to whom such notice is directed:

        
        

        




	  	  
	   	APACHE CORPORATION  	   	   	RIDGEWOOD ENERGY CORPORATION  	   	   
	   	2000 Post Oak Boulevard, Suite 100  	   	   	11700 Old Katy Road, Suite 280  	   	   
	   	Houston, Texas 77056-4400  	   	   	Houston, Texas 77079  	   	   
	   	ATTN: Land Manager--Gulf Coast Region  	   	   	ATTN: Mr. W. Greg Tabor  	   	   
	   	Facsimile: 713-296-7024  	   	   	Facsimile: 281-293-7705  	   	    




        ARTICLE
        9

          Public
        Announcements

        

        Except as required
        by applicable law, rule, or stock exchange regulation or a third-party agreement as
        referenced above, neither Party nor their Affiliates will make any public comment,
        statement, or communication with respect to the existence of this Agreement or any ongoing
        negotiations between the Parties without the prior consent of the other Party. If a Party
        is required by law, rule, or stock exchange requirement to make any such disclosure, it
        will provide advance written notice to the other Party specifying the content of the
        proposed disclosure, the reasons such disclosure is required, and the time and place that
        the disclosure will be made, and shall limit any disclosure only to such information that
        the disclosing Party reasonable believes on advice of counsel is required to be disclosed.
        Notwithstanding anything to the contrary above, Ridgewood or its designated subsidiary will
        not be restricted or precluded from providing certain non-confidential information about
        the program or a Prospect(s) in any marketing brochure, drilling fund prospectus, or
        related company Website.

        

        ARTICLE
        10

        Force
        Majeure

        

        If a Party is
        unable, wholly or in part by Force Majeure, to carry out its obligations under this
        Agreement, other than the obligation to make money payments, that Party shall give the
        other Party prompt written notice of the Force Majeure with full particulars about it.
        Thereupon, the obligations of the Party giving the notice, so far as they are affected by
        the Force Majeure, shall be suspended during, but no longer than, the continuance of the
        Force Majeure.

        

        ARTICLE
        11

        Internal Revenue
        Provision

        

        It is not the
        purpose or intention of this Agreement to create any partnership, mining partnership, or
        association, and neither this Agreement nor the operations hereunder shall be construed as
        creating any such legal relationship; however, for income tax purposes only, the Parties
        agree that this Agreement shall be governed in accordance with the Operating
        Agreement.

        

        ARTICLE
        12

        Term

        

        This Agreement shall
        remain in effect for so long as the Lease or any portion thereof covering the Prospect Area
        remains in effect or the Operating Agreement as to the Prospect Area remains in effect,
        whichever is later; provided, however, that the obligations under the Confidentiality
        Agreement shall survive termination of this Agreement.

        
        

        


        ARTICLE
        13

        General
        Provisions

        

        
        13.1    This Agreement,
        together with all its exhibits, is intended by the Parties to be a complete and final
        statement of the agreement of the Parties with respect to the subject matter hereof, and
        supersedes any prior oral or written statements or agreements.

        

        
        13.2    Subject to all
        matters hereof, this Agreement shall be binding on the Parties hereto and their respective
        successors and assigns.

        

        
        13.3    In the event of
        any conflict between the provisions of the main body of this Agreement and any of its
        exhibits, the provisions of the main body of the Agreement shall prevail. In the event of
        any conflict between the provisions of this Agreement and the Operating Agreement, the
        provisions of this Agreement shall prevail, but only to the extent of such
        conflict.

        

        
        13.4    Failure by any
        Party to comply with any of its obligations, agreements, or conditions herein contained may
        be waived in writing, but not in any other manner, by the Party to whom such compliance is
        owed. No waiver of, or consent to a change in, any of the provisions of this Agreement
        shall be deemed or shall constitute a waiver of, or consent to a change in, other
        provisions hereof (whether or not similar), nor shall such waiver constitute a continuing
        waiver unless otherwise expressly provided.

        

        
        13.5    None of the
        rights or liabilities derived from this Agreement is assignable by either Party except with
        the prior written consent of the other Party, such consent not to be unreasonably withheld,
        except with respect to assignments to an Affiliate.

        

        
        13.6    This Agreement
        shall be binding on, and shall inure to the benefit of, the Parties hereto and their
        respective permitted successors and assigns. This Agreement shall be a covenant running
        with the land and shall bind any assignee of a Party’s right, title or interest in
        this Agreement.

        

        
        13.7    The captions in
        this Agreement are for convenience only and shall not be considered part of or affect the
        construction or interpretation of any provision of this Agreement.


        13.8    References herein to the singular
        include the plural, and vice versa.
        


        
        13.9    The rights,
        duties, obligations and liabilities of the Parties under this Agreement shall be
        individual, not joint or collective. It is not the intention of the Parties to create, nor
        shall this Agreement be deemed or construed to create, a mining or other partnership, joint
        venture or association, or trust. This Agreement shall not be deemed or construed to
        authorize any Party to act as an agent, servant or employee for any other Party for any
        purpose whatsoever except as explicitly set forth in this Agreement. In their relations
        with each other under this Agreement, the Parties shall not be considered fiduciaries
        except as expressly provided in this Agreement.

        
        

        


        13.10  
        Each provision of this Agreement shall be construed as though all Parties participated
        equally in the drafting of the same. Consequently, the Parties acknowledge and agree that
        any rule of construction that a document is to be construed against the drafting Party
        shall not be applicable to this Agreement.

        

        13.11   If
        and for so long as any provision of this Agreement shall be deemed to be judged invalid for
        any reason whatsoever, such invalidity shall not affect the validity or operation of any
        other provision of this Agreement except only so far as shall be necessary to give effect
        to the construction of such invalidity, and any such invalid provision shall be deemed
        severed from this Agreement without affecting the validity of the balance of this
        Agreement.

        

        
        13.12   Notwithstanding
        anything herein to the contrary, should Ridgewood terminate its participation under this
        Agreement pursuant to Article 4.2, Article 4.3 or Article 4.4, and if Ridgewood has paid to
        Apache prior to such termination any slot fee, cash call(s) or AFE amounts, pursuant to the
        terms of this Agreement, Apache will immediately reimburse to Ridgewood within five (5)
        business days of receipt of Ridgewood’s notice to terminate, one hundred percent
        (100%) of all amounts paid to Apache hereunder.

        

        13.12  
        There shall be no modification of this Agreement except by written consent of all
        Parties.

        

        IN WITNESS WHEREOF, the
        Parties entered into this Agreement as of the Effective Date.



	 APACHE CORPORATION 
 	 	 RIDGEWOOD ENERGY CORPORATION 
	   
	   
 	   	 	   	   	   	  
 	   	    	  	   	   
	BY: 
 	   	 	   	   	   	BY: 
 	   	    	  	   	   
	  
 	   	
	   	   	   	  
 	   	 
  	  	   	   
	   	   	C.R. Harden 
 	   	   	   	   	   	W. Greg Tabor 
 	   	   	   
	   	   	Land Manager, Gulf Coast Region   
 	   	   	   	   	   	Executive Vice President 
  	   	   	   




        



RATIFICATION OF
FARMOUT
AGREEMENT 



        Whereas,
Apache Corporation (“Apache”) and Magnum Hunter Production, Inc. (“Magnum
Hunter’s) have entered into that certain farmout agreement, dated November 7, 2007,
(“Farmout Agreement”) whereby Apache has been granted the right to drill the
South Timbalier 287, OCS-G 24987 #A-8 Well (“Initial Test Well”) in an effort to
earn an assignment of all of Magnum Hunter’s interest in and to South Timbalier Block
287, OCS-G 24987 (the “Lease”). A copy of the fully executed Farmout Agreement
was previously provided to Ridgewood Energy Corporation (“Ridgewood”); 



        Whereas,
Ridgewood and/or Apache may hereinafter be referred to in this Ratification of Farmout
Agreement individually as a “Party” or collectively as the “Parties”; 



        Whereas,
pursuant to that certain Participation Agreement effective November 15, 2007, by and
between Apache and Ridgewood (the “Participation Agreement”), Apache and
Ridgewood set forth the terms of participation and the cost sharing in the Initial Test
Well to be drilled on the Lease; 



        Whereas,
Apache and Ridgewood desire to make Ridgewood a party to the Farmout Agreement by the
execution of this ratification agreement; and 



        Now,
therefore, in consideration of the premises and ten dollars ($10.00) and other good
and valuable consideration in hand paid by the Parties, the receipt is hereby acknowledged
and confessed, Ridgewood does hereby adopt, ratify and confirm said Farmout Agreement and
assumes all of the obligations and liabilities contained therein to the extent of its
participating interest as determined by the Participating Agreement, subject to and in
accordance with all of the terms and conditions set forth in said above described Farmout
Agreement. 



        Ridgewood’s
acceptance and ratification of the Farmout Agreement as provided herein shall in no way
modify, amend or otherwise supercede the Participation Agreement and the Parties agree
that all covenants and obligations of the Parties as stated in the Participation Agreement
shall remain in full force and effect. 



        The
Parties hereto agree that this instrument shall be binding upon them, their heirs,
successors and assigns. 



        In
witness whereof, this agreement is executed effective as of November 15, 2007. 



	WITNESSES:			 APACHE CORPORATION
	 	 	 	 	 	 	 
	 
 	 
	 	 	By:	
	 
	  	  	 	 	 	C.R. Harden	 
	 
 	 
	 	 	Title:	Land Manager –  Gulf Coast Region	 
	 	 	 	 	 	 	 
	WITNESSES:			RIDGEWOOD ENERGY CORPORATION
	 	 	 	 	 	 	 
	 
 	 
	 	 	By:	
	 
	  	  	 	 	 	W. Greg Tabor	 
	 
 	 
	 	 	Title:	Executive Vice President